SCHEDULE 13D
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.05 per share, of
LTX Corporation, a Massachusetts corporation ("LTX"), with principal
offices at LTX Park at University Avenue, Westwood, Massachusetts
02090-2306.
Item 2. Identity and Background.
The name, business address and principal business of the persons filing
this statement are:
Ando Electric Co., Ltd., 19-7 Kamata, 4-chome, Ota-ku, Tokyo 144 Japan
("Ando"). Ando is a Japanese corporation which manufactures and sells
optical fiber and digital communications measuring instruments and test
systems.
NEC Corporation, 7-1, Shiba 5-chome, Minato-ku, Tokyo 108-01 Japan
("NEC"). NEC is a Japanese corporation which manufactures and sells
electronic products worldwide, primarily communications systems and
equipment, computer and industrial electron systems, and electron devices.
The executive officers and directors of Ando are:
Sho Nakanuma, Chairman of the Board
Masao Motohashi, President
Yoshiaki Kuzushima, Executive Vice President
The executive officers and directors of NEC are:
Hisashi Kaneko, President
Seijiro Yokoyama, Senior Executive Vice President
Hajime Sasaki, Senior Executive Vice President
Tatsuo Sakairi, Senior Executive Vice President
Kouji Nishigaki, Executive Vice President
Masami Shinozaki, Executive Vice President
Hirokazu Akiyama, Executive President
Yoshi Takayama, Executive President
Masato Chiba, Executive Vice President
Mineo Sugiyama, Executive Vice President
Eiichi Yoshikawa, Senior Vice President
Shigeo Matsumoto, Senior Vice President
Hiroshi Shiba, Senior Vice President
Yoshio Omori, Senior Vice President
Kazuhiko Kanou, Senior Vice President
Yukihiko Baba, Senior Vice President
Kanji Sugihara, Senior Vice President
Iwao Shinohara, Senior Vice President
Kaoru Tosaka, Senior Vice President
<PAGE>
Page 5 of 6 Pages
In the case of each executive officer and director listed above pursuant
to General Instruction C, their positions above constitute their principal
occupation and employment, and their business address is c/o Ando or NEC,
as appropriate. Each is a citizen of Japan.
None of the reporting persons or the other persons or the other persons
listed pursuant to General Instruction C has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party, during the last five years, to a civil
proceeding of a judicial or administrative body of competent jurisdiction
which resulted in any of them being subjected to a judgment, decree or
final order enjoining future violation of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On April 20, 1998, Ando and LTX signed an agreement under which Ando paid
LTX $10,000,000 from working capital funds and surrendered to LTX
1,600,000 of the 2,000,000 shares formerly represented by the Common Stock
purchase warrant whose receipt by Ando was the subject of the initial
filing of Schedule 13D. The payment and share surrender was made in
consideration of the grant of rights described in Item 4. As a result of
that transaction, Ando's holding of Common Stock was reduced to 400,000
shares.
Item 4. Purpose of Transaction.
The purpose of the transaction was the acquisition of certain sales,
manufacturing and marketing rights in Japan with respect to LTX's new
Fusion equipment line.
None of the reporting persons has any plans or proposals which relate to
or which would result in any of the actions described in subparagraphs (a)
through (j) inclusive of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Ando holds 400,000 shares, constituting 1.13% of the Common Stock.
NEC, which holds 50.03% of Ando's outstanding shares, may be deemed to
beneficially own the Common Stock owned by Ando.
Neither Ando nor NEC plans to file any further amendments to Schedule 13D.
Percentages are based on 35,508,736 shares of LTX Common Stock outstanding
as of October 1, 1998, as reported on Form 10-K for the year ended July
31, 1998.
<PAGE>
Page 6 of 6 Pages
|
