8-KAcquisitions & DispositionsExhibits & Filings

TERADYNE, INC 8-K Report, Acquisition Completed (Dec 6, 2005)

Filed December 6, 2005For Securities:TER

Summary

This Form 8-K filing from Teradyne, Inc. (TER) reports the completion of the sale of its Teradyne Connections Systems Division (TCS) to Amphenol Corporation for $390 million in cash, subject to adjustments. The transaction, which closed on November 30, 2005, represents a significant divestiture, simplifying Teradyne's business focus and providing substantial cash proceeds. As a result of the sale, Richard E. Schneider, former President of TCS, has departed the company. Accompanying the filing are unaudited pro forma condensed combined financial statements. These statements illustrate the financial impact of the TCS divestiture, presenting the company's financial position and results as if the sale had occurred at earlier dates. Investors should note that the final accounting for the disposition is still pending and will be reflected in the upcoming Form 10-K, with TCS operations to be classified as discontinued operations.

Key Highlights

  • 1Teradyne completed the sale of its Connections Systems Division (TCS) to Amphenol Corporation on November 30, 2005.
  • 2The sale generated $390 million in cash, with potential post-closing net asset value adjustments.
  • 3The transaction included the sale of substantially all assets and certain liabilities of the TCS division.
  • 4The divestiture simplifies Teradyne's business by focusing on its core semiconductor test equipment operations.
  • 5Richard E. Schneider, former President of TCS, is no longer an employee or executive officer of Teradyne.
  • 6Unaudited pro forma financial statements are provided to show the historical impact of the sale.
  • 7TCS operations will be reported as discontinued operations in future financial filings.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the completion of Teradyne's sale of its Connections Systems Division (TCS) to Amphenol Corporation and to provide accompanying pro forma financial information.

Teradyne received $390 million in cash for the sale of substantially all of the assets and certain liabilities of its Connections Systems Division, subject to a post-closing net asset value adjustment.

Discontinued operations refer to a segment of a business that a company has disposed of or plans to dispose of. For Teradyne, the TCS division's results will be separated from its ongoing operations and reported under 'discontinued operations' in its financial statements, starting in the fourth quarter of 2005, in accordance with accounting standards (SFAS No. 144).

The unaudited pro forma financial statements are designed to show investors what Teradyne's financial position and results of operations would have looked like if the sale of the TCS division had occurred at earlier specified dates. This helps in understanding the historical impact of the divestiture on the company's financial structure and performance.