Xcerra Corp – ‘DEFR14A’ on 2/10/97

As of:  Monday, 2/10/97   ·   Accession #:  950135-97-413   ·   File #:  0-10761

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Revised Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revision to Notice and Proxy                           8     34K 

DEFR14A
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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES 
EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)      

FILED BY THE REGISTRANT [X]       FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]

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Check the appropriate box:                                                      
[ ] Preliminary Proxy Statement                                                 
[ ] Definitive Proxy Statement                                                  
[X] Definitive Additional Materials                                             
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12         
[ ] Confidential, for Use of the Commission Only (as permitted by Rule          
14a-6(e)(2))                                                            

LTX CORPORATION 
(Name of Registrant as Specified In Its Charter)

LTX CORPORATION 
(Name of Person(s) Filing Proxy Statement)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):                              
[X] No fee required.                                                            
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.    

1) Title of each class of securities to which transaction applies:        

2) Aggregate number of securities to which transaction applies:           

  3) Per unit price or other underlying value of transaction computed pursuant
      to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):                        

4) Proposed maximum aggregate value of transaction:                       

5) Total fee paid:                                                        

[ ]   Fee paid previously with preliminary materials.                           

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid
  previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                     

1) Amount Previously Paid:                                                

2) Form, Schedule or Registration Statement No.:                          

3) Filing Party:                                                          

4) Date Filed:                                                            

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DEFR14A
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LTX CORPORATION   

1990 STOCK OPTION PLAN    

1.      DEFINITIONS. As used in this 1990 Stock Option Plan, the following      
terms shall have the following meanings:                                        

1.1     BOARD means the Company's Board of Directors.           

1.2     CODE means the Federal Internal Revenue Code of 1986, as
amended.                                        

1.3     COMPANY means LTX Corporation.                          

    1.4     FAIR MARKET VALUE means the value of a share of Stock of the
Company on any date as determined by the Board. 

   1.5     GRANT DATE means the date on which an Option is granted, as
specified in Section 7.                         

    1.5A    INCENTIVE OPTION means an Option intended to be an incentive
         stock option with the meaning of Section 422 of the Code.

     1.5B    NONSTATUTORY OPTION means any option that is not an Incentive
Option.                                         

1.6     MARKET VALUE means, as of a particular date, the average
         closing bid and asked prices of the Stock in the Over the
          Counter Market, as reported by the National Association of
         Securities Dealers, Inc., or if the Stock is listed on an
exchange, the closing price of the Stock.       

     1.7     OFFICER means any person who has been identified by the Board
            as an "officer" for purposes of Section 16 of the Securities
Exchange Act of 1934, as amended.               

      1.8     OPTION means an option to purchase shares of the stock granted
under the Plan.                                 

      1.9     OPTION AGREEMENT means an agreement between the Company and an
              Optionee, setting forth the terms and conditions of an Option.

      1.10    OPTION PRICE means the price paid by an Optionee for an Option
under this Plan.                                

1.11    OPTION SHARE means any share of Stock of the Company    
              transferred to an Optionee upon exercise of an Option pursuant
to this Plan.                                   

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 1.12    OPTIONEE means a person eligible to receive an Option, as
        provided in Section 6, to whom an Option shall have been
granted under the Plan.                         

 1.13    PLAN means this 1990 Stock Option Plan of the Company, as
amended.                                        

    1.14    STOCK means commons stock, par value $0.05 per share, of the
Company.                                        

     1.15    VESTING YEAR for any portion of any Option means the calendar
      year in which that portion of the Option first becomes
exercisable.                                    

2.      PURPOSE. This 1990 Incentive Stock Option Plan is intended to advance   
the interests of the Company and its stockholders by improving the Company's    
ability to attract and retain qualified individuals who are in a position to    
contribute to the management and growth of the Company and its subsidiaries and 
to provide additional incentive for such individuals to contribute to the       
Company's future success. The Plan is intended to be an incentive stock         
option plan within the meaning of Section 422 of the Code, but not all          
Options granted hereunder are required to be Incentive Options.                 

3.      TERM OF THE PLAN. Options under the Plan may be granted on or after     
October 24, 1990, but not later than October 23, 2000.                          

4.      STOCK SUBJECT TO THE PLAN. At no time shall the number of shares of the 
Stock then outstanding which are attributable to the exercise of Options        
granted under the Plan, plus the number of shares then issuable upon exercise   
of the outstanding Options granted under the Plan exceed 3,700,000 shares,      
SUBJECT, HOWEVER, to the provisions of Section 15 of the Plan. Shares to be     
issued upon the exercise of Options granted under the Plan may be either        
authorized but unissued shares or shares held by the Company in its treasury.   
If any Option expires or terminates for any reason without having been          
exercised in full, the shares not purchased thereunder shall again be           
available for Options thereafter to be granted. Each Director who is not an     
employee of the Company or a subsidiary thereof shall receive a Nonstatutory    
Option to purchase 20,000 shares of Common Stock on the date on which he or she 
is first elected to the Board of Directors of the Company and an additional     
Nonstatutory Option to purchase 6,000 shares of Common Stock on the date of     
each annual meeting at which he or she is re-elected or after which he          
continues to serve as a Director. Each Director who is not an employee of the   
Company or a subsidiary thereof shall also receive a Nonstatutory Option to     
purchase 3,000 shares of Common Stock in each year served as a chairman of a    
Committee of the Board of Directors and a Nonstatutory Option to purchase 1,500 
shares of Common Stock in each year served as a member of a Committee of the    
Board of Directors, such options to be issued on the date the Committees are    
established annually by the Board of Directors. Each Option granted to a        
Director under this Section 4 shall have a fair market value exercise price per 
share and shall be exercisable, cumulatively, to the extent of twenty percent   
of                                                                              

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the stock covered thereby on the first anniversary date of the grant of the     
Option, thirty-five percent of the stock covered thereby on the second          
anniversary date of the grant of the Option and forty-five percent of the stock 
covered thereby on the third anniversary date of the grant of the Option. In    
addition, on the day of the 1996 Annual Meeting of Stockholders, each Director  
who is not an employee of the Company who has served as an outside director for 
at least one year will receive a one-time grant of a Nonstatutory Option to     
purchase 10,000 shares of Common Stock at a fair market value exercise price,   
which Option will be immediately exercisable. In the event any Director         
standing for re-election is not re-elected to the Board of Directors at any     
meeting, all of such Director's unexercisable Options granted prior to the date 
of that meeting will become exercisable immediately.                            

5.      ADMINISTRATION. The Plan shall be administered by the Board of          
Directors of the Company or by a committee composed of members of the Board     
(the Board of Directors or any such committee being hereinafter referred to as  
the "Committee"). With respect to directors and Officers eligible to receive an 
Option under this Plan, the Plan shall be administered by a special committee   
(the "Special Committee") of the Board of Directors of the Company who are      
"disinterested persons" as defined in Rule 16b-3(c) (2) (i) under Section 16 of 
the Securities Exchange Act of 1934 and who are also not an employee of one or  
more of the Company and its subsidiaries. Only the Special Committee may grant  
Options to directors and Officers eligible to receive Options under this Plan.  
Subject to the provisions of the Plan, the Committee or the Special Committee,  
as the case may be, shall have complete authority, in its discretion, to make   
the following determinations with respect to each Option to be granted by the   
Company: (a) the employee, director or consultant to receive the Option; (b)    
the time of granting the Option; (c) the number of shares subject thereto; (d)  
the Option Price; and (e) the Option period. In making such determinations, the 
Committee may take into account the nature of the services rendered by the      
respective employees, directors and consultants their present and potential     
contributions to the success of the Company and its subsidiaries, and such      
other factors as the Committee in its discretion shall deem relevant. Subject   
to the provisions of the Plan, the Committee shall also have complete authority 
to interpret the Plan, to prescribe, amend and rescind rules and regulations    
relating to it, to determine the terms and provisions of the respective Option  
Agreements (which need not be identical), and to make all other determinations  
necessary or advisable for the administration of the Plan. The Committee's      
determination on the matters referred to in this Section 5 shall be conclusive. 

6.      ELIGIBILITY. An Option may be granted only to an employee, director, or 
consultant of one or more of the Company and its subsidiaries. A Director of    
one or more of the Company and its subsidiaries shall not be eligible to        
receive an Incentive Option. Any person who, within the meaning of Section      
422A(b) (6) of the Code, is deemed to own stock possessing more than 10% of the 
total combined voting power of all classes of stock of the Company (or its      
parent or subsidiary corporations) shall not be eligible to receive an Option.  
In                                                                              

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any given fiscal year, no Optionee may receive Incentive Options covering more  
than 300,000 shares of Stock (such number of shares to be adjusted in accordance
with Section 15).                                                               

7.      TIME OF GRANTING OPTIONS. The granting of an Option shall take place at 
the time specified by the Committee. Only if expressly so provided by the       
Committee, shall the Grant Date be the date on which an Option Agreement shall  
have been duly executed and delivered by the Company and the Optionee.          

8.      OPTION PRICE. The Option Price under each Incentive Option shall be not 
less than 100% of the Fair Market Value of Stock on the Grant Date; the Option  
Price under each Nonstatutory Option shall not be so limited.                   

9.      OPTION PERIOD. No Incentive Option may be exercised later than the      
tenth anniversary of the Grant Date. The period during which a Nonstatutory     
Option may be exercised shall not be so limited. An Option may be exercisable   
in such installments, cumulative or noncumulative, as the Committee may         
determine. In the case of an Option not otherwise immediately exercisable in    
full, the Committee may accelerate the exercisability of such Option in whole   
or in part at any time, provided the acceleration of the exercisability of any  
Incentive Option would not cause the Option to fail to comply with the          
provisions of Section 422 of the Code.                                          

10.     LIMIT ON INCENTIVE OPTION CHARACTERIZATION. No Incentive Option shall   
be considered an Incentive Option to the extent pursuant to its terms it would  
permit the Optionee to purchase for the first time in any Vesting Year more     
than the number of shares of Stock calculated by dividing the current limit by  
the Fair Market Value on the Grant Date. The current limit for any Optionee for 
any Vesting Year shall be $100,000 minus the aggregate Fair Market Value at the 
date of grant of the number of shares of Stock available for purchase for the   
first time in such Vesting Year under each other Incentive Option granted to    
the Optionee under the Plan and each other incentive stock option plan of the   
Company (and its parent and subsidiary corporations).                           

11.     EXERCISE OF OPTION. An Option may be exercised in accordance with its   
terms by written notice of intent to exercise the Option, specifying the number 
of shares with respect to which the Option is then being exercised. The notice  
shall be accompanied by payment in the form of cash or shares of the Stock with 
a Market Value on the date of exercise equal to the Option Price of the shares  
to be purchased. Within 20 days thereafter, the Company shall deliver or cause  
to be delivered to the Optionee evidence of ownership of the number of shares   
then being purchased. Such shares shall be fully paid and nonassessable. If any 
law or applicable regulation of the Securities and Exchange Commission or other 
public regulatory authority shall require the Company or the Optionee to        
register or qualify under the Securities Act of 1933, as amended, any similar   
federal statute then in force or any state law regulating the sale of           
securities, any Option Shares with respect to                                   

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which notice of intent to exercise shall have been delivered to the Company or  
to take any other action in connection with such shares, the delivery of the    
certificate or certificates or such shares shall be postponed until completion  
of the necessary action, which the Company shall take in good faith and without 
delay. All such action shall be taken by the Company at its own expense.        

12.     TERMINATION OF EMPLOYMENT. In the event that the Optionee's employment  
or association with the Company is terminated, whether voluntarily or by reason 
of dismissal or retirement, the Option, to the extent exercisable at the date   
of termination, may be exercised by the Optionee within three months after he   
or she ceases to be an employee, director or consultant. In the event that the  
Optionee's employment or association with the Company terminates as a result of 
the death or disability of the Optionee, the Option may be fully exercised by   
the Optionee or, in the event of the death of the Optionee by the person to     
whom the option is transferred by will or the applicable laws of descent and    
distribution, at any time within two years after the date of termination,       
unless terminated earlier by its terms. Military or sick leave shall not be     
deemed a termination of employment provided that it does not exceed the longer  
of 90 days or the period during which the absent employee's reemployment rights 
are guaranteed by statute or by contract. In the event that the Optionee's      
employment or association with the Company terminates as a result of death or   
disability of the Optionee, the exercisability of any Option not otherwise      
immediately exercisable in full held by such Optionee shall be accelerated and  
such Options shall be fully exercisable as of the date of termination.          

13.     TRANSFERABILITY OF OPTIONS. Options shall not be transferable, otherwise
than by will or the laws of descent and distribution, and may be exercised      
during the life of the Optionee only be the Optionee.                           

14.     TRANSFERABILITY OF OPTION SHARES. The Optionee agrees that he or she    
will not transfer any of the Option Shares at any time purchased upon the       
exercise of any potion of the Option unless (i) such shares are registered      
under the provisions of the Securities Act of 1933, as amended, or (ii) at the  
request of the Company, the transferee represents, in form satisfactory to      
counsel for the Company, that he or she will not transfer, sell or otherwise    
dispose of the Optioned Shares at any time purchased by him or her in a manner  
which would violate the Securities Act of 1933, as amended (the "Act"), and the 
regulations of the Securities and Exchange Commission thereunder. The Optionee  
agrees that the Company may, at its discretion, make a notation on any          
certificates issued upon exercise of any portion of the Option to the effect    
that such certificate may not be transferred except after receipt by the        
Company of an opinion of counsel satisfactory to it to the effect that such     
transfer will not violate the Act and the regulations thereunder, and may issue 
"stop transfer" instructions to its transfer agent, if any, and make a "stop    
transfer" notation on its books as appropriate.                                 

15.     ADJUSTMENT OF NUMBER OF OPTION SHARES. Each Option Agreement shall      
provide that in the event of any stock dividend payable in the                  

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Stock or any split-up or contraction in the number of shares of the Stock       
occurring after the date of the Agreement and prior to the exercise in full of  
the Option or the repurchase by the Company pursuant to Section 14, the number  
of shares subject to such Agreement shall be proportionately adjusted and the   
price to be paid for each share subject to the Option shall be proportionately  
adjusted. Each such agreement shall also provide that in case of any            
reclassification or change of outstanding shares of the Stock or in case of     
any consolidation or merger of the Company with or into another company or in   
case of any sales or conveyance to another company or entity of the property of 
the Company as a whole or substantially as a whole, shares of Stock or other    
securities shall be delivered equivalent in kind and value to those shares an   
Optionee would have been received if the Option had been exercised in full or   
the repurchase consummated immediately prior to such reclassification, change,  
consolidation, merger, sale or conveyance and no disposition had subsequently   
been made. Each Agreement shall further provide that upon dissolution or        
liquidation of the Company, the Option shall terminate, but the Optionee (if    
at the time in the employ of the Company or any of its subsidiaries) shall have 
the right, immediately prior to such dissolution or liquidation, to exercise    
the Option to the extent not theretofore exercised. No fraction of a share      
shall be purchasable or deliverable upon exercise, but in the event any         
adjustment hereunder of the number of shares covered by the Option shall cause  
such number to include a fraction of a share, such fraction shall be adjusted   
to the nearest smaller whole number of shares. In the event of changes in the   
outstanding Stock by reason of any stock dividend, split-up, contraction,       
reclassification, or change of outstanding shares of the Stock of the nature    
contemplated by this Section 15, the number of shares of the Stock available    
for the purpose of the Plan as stated in Section 4 shall be correspondingly     
adjusted.                                                                       

16.     RESERVATION OF STOCK. The Company shall at all times during the term of 
the Option reserve and keep available such number of shares of the Stock as     
will be sufficient to satisfy the requirements of this Plan and shall pay all   
fees and expenses necessarily incurred by the Company in connection therewith.  

17.     LIMITATION OF RIGHTS IN THE OPTION SHARES. The Optionee shall not be    
deemed for any purpose to be a stockholder of the Company with respect to any   
of the Option Shares except to the extent that the Option shall have been       
exercised with respect thereto and, in addition, a certificate shall have been  
issued therefore and delivered to the Optionee. Any Stock issued pursuant to    
the Option shall be subject to all restrictions upon the transfer thereof which 
may be now or hereafter imposed by the Articles of Organization or the By-laws  
of the Company.                                                                 

18.     TERMINATION AND AMENDMENT OF THE PLAN. The Board may at any time        
terminate the Plan or make such modifications of the Plan as it shall deem      
advisable; PROVIDED that no modification shall be effective or increase the     
number of shares of Stock subject to the Plan or change the number or           
classification of employees eligible to receive Options until such modification 
is approved by the holders of a majority of the                                 

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voting capital stock of the Company. No termination or amendment of the Plan    
may, without the consent of the Optionee to whom any Option shall theretofore   
have been granted, adversely affect the rights of such Optionee under such      
Option. In no event may the Board amend the Plan more than once every six months
other than to comply with changes in the Code, the Employee Retirement Income   
Security Act of 1974 or the rules thereunder.                                   

19.     NOTICES. Any communication or notice required or permitted to be given  
under the Plan shall be in writing, and mailed by registered or certified mail  
or delivered in hand, if to the Company, to its Treasurer at LTX Park at        
University Avenue, Westwood Massachusetts 02090 and, if to the Optionee, to the 
address as the Optionee shall last have furnished to the communicating party.   

20.     WITHHOLDING; NOTICE OF DISPOSITION OF STOCK PRIOR TO EXPIRATION OF      
SPECIFIED HOLDING PERIOD.                                                       

     (a)     Whenever shares are to be issued in satisfaction of an Option
              granted hereunder, the Company shall have the right to require
            the Optionee to remit to the Company an amount sufficient to
      satisfy federal, state, local or other withholding tax
             requirements if and to the extent required by law (whether so
             required to secure for the Company an otherwise available tax
    deduction or otherwise) prior to the delivery of any
certificate or certificates for such shares.    

 (b)     The Company may require as a condition to the issuance of
               shares covered by an Incentive Option that the party exercising
              such Option give a written representation to the Company which
             is satisfactory in form and substance to its counsel and upon
          which the Company may reasonably rely, that he or she will
             report to the Company any disposition of such shares prior to
          the expiration of the holding periods specified by Section
    422(a)(1) of the Code. If and to the extent that the
            realization of income in such a disposition imposes upon the
      Company federal, state, local or other withholding tax
       requirements, or any other available tax deduction, the
          Company shall have the right to require that the recipient
          remit to the Company an amount sufficient to satisfy those
               requirements; and the Company may require as a condition to the
          issuance of shares covered by an Incentive Option that the
        party exercising such option give a satisfactory written
   representation promising to make such a remittance.

1990 Stock Option Plan of LTX/Stock Plans Master                                

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This ‘DEFR14A’ Filing		Date		First		Last			Other Filings
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Filed on:		2/10/97
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