Edgar Filing: NEXTEST SYSTEMS CORP

Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

NEXTEST SYSTEMS CORPORATION

(Name of Issuer)

COMMON STOCK, $.001 PAR VALUE

(Title of Class of Securities)

653339101

(CUSIP Number)

Eileen Casal, Esq.

600 Riverpark Drive

North Reading, Massachusetts 01864

(978) 370-2700

with copies to:

Jay E. Bothwick

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, MA 02109

(617) 526-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 11, 2007

(Date of Event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

Schedule 13D

CUSIP No. 653339101


1		NAME OF REPORTING PERSON Teradyne, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions) NA
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION MASSACHUSETTS


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 5,212,115
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 0


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.0%
14		TYPE OF REPORTING PERSON (See instructions) CO

An aggregate of 5,212,115 shares of Nextest Systems Corporation (the “Issuer”) common stock are subject to Stockholder Agreements dated December 11, 2007 (the “Stockholder Agreements”) entered into between Teradyne, Inc. (“Teradyne”) and each of the stockholders of the Issuer listed on Schedule B hereto (discussed in Items 3 and 4 below). Teradyne expressly disclaims beneficial ownership of any such shares of Issuer common stock covered by the Stockholder Agreements, and this Schedule 13D shall not be construed as an admission that Teradyne is the beneficial owner of any securities covered by this Schedule 13D. Based on the number of shares of Issuer common stock outstanding as of December 11, 2007 (as represented by Issuer in the Merger Agreement (as defined herein)), the number of shares of Issuer’s common stock covered by the Stockholder Agreements represents approximately 29.0% of the Issuer’s outstanding common stock.

Page 2 of 11

Schedule 13D

CUSIP No. 653339101


1		NAME OF REPORTING PERSON NAC Equipment Corporation
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS (See instructions) NA
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 5,212,115
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 0


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.0%
14		TYPE OF REPORTING PERSON (See instructions) CO

An aggregate of 5,212,115 shares of Nextest Systems Corporation (the “Issuer”) common stock are subject to Stockholder Agreements dated December 11, 2007 (the “Stockholder Agreements”) entered into between Teradyne, Inc., NAC Equipment Corporation (“Purchaser”) and each of the stockholders of the Issuer listed on Schedule B hereto (discussed in Items 3 and 4 below). Purchaser expressly disclaims beneficial ownership of any such shares of Issuer common stock covered by the Stockholder Agreements, and this Schedule 13D shall not be construed as an admission that Teradyne is the beneficial owner of any securities covered by this Schedule 13D. Based on the number of shares of Issuer common stock outstanding as of December 11, 2007 (as represented by Issuer in the Merger Agreement (as defined herein)), the number of shares of Issuer’s common stock covered by the Stockholder Agreements represents approximately 29.0% of the Issuer’s outstanding common stock.

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Schedule 13D

This Schedule 13D (this “Statement”) is being filed as an original filing with the Securities and Exchange Commission (the “SEC”) by Teradyne, Inc. a Massachusetts corporation (“Teradyne”), and NAC Equipment Corporation, a Delaware corporation and a wholly owned subsidiary of Teradyne (“Purchaser”), in connection with those certain Stockholder Agreements, each dated as of December 11, 2007, by and among Teradyne and Purchaser, on the other hand, and each of Juan A. Benitez, Howard D. Marshall, James P. Moniz, Eugene R. White, Tim Moriarty, Stephen Newberry, Richard Dissly, Craig Foster and Robin Adler (each, individually, a “Stockholder” and collectively, the “Stockholders”), respectively, on the other hand. The Stockholder Agreements were entered into in connection with the signing of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 11, 2007, by and among Teradyne, Purchaser and Nextest Systems Corporation, a Delaware corporation (the “Issuer”). The Merger Agreement provides for, subject to the satisfaction or waiver of the conditions set forth therein, Teradyne’s acquisition of the Issuer via (i) a cash tender offer pursuant to which the Purchaser will offer to purchase all of the outstanding shares of common stock, par value $0.001 per share (“Common Stock”) of the Issuer (the “Offer”) followed by (ii) the merger of Purchaser with and into the Issuer with the Issuer as the surviving corporation (the “Merger”).

Item 1.

Security and Issuer.

This Statement relates to shares of Common Stock. The principal executive office of the Issuer is located at 875 Embedded Way, San Jose, California 95138.

Item 2.

Identity and Background.

This Statement is being filed by Teradyne and Purchaser. The address of the principal business and the principal offices of each of Teradyne and Purchaser is 600 Riverpark Drive, North Reading, Massachusetts 01864. Teradyne is a leading supplier of Automatic Test Equipment. Purchaser exists for the purpose of effecting the Offer and the Merger.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Teradyne and/or Purchaser are set forth on Schedule A hereto and are incorporated herein by reference.

During the last five years, neither Teradyne nor Purchaser, nor, to the knowledge of Teradyne and Purchaser, any of the persons listed on Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations 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.

The Stockholders’ Agreements have been entered into to secure the support of the Issuer’s directors and named executive officers for the Offer and Merger pursuant to the Merger Agreement. Teradyne and Purchaser acquired shared voting power with respect to the shares of Common Stock owned by the Stockholders via execution of the Stockholder Agreements. As of the date of this Statement, neither Teradyne nor Purchaser have paid any funds or other consideration relating to the “beneficial ownership” of Common Stock reported herein.

Teradyne estimates that the total amount of funds and other consideration required to purchase all outstanding shares of Common Stock pursuant to the Offer and to complete the Merger and to pay related fees and expenses will be approximately $325 million. This figure is net of the cash acquired and includes the fair value of fully vested employee equity instruments and transaction costs. Teradyne’s existing cash on hand will provide the necessary funds to complete the Offer and the Merger.

Schedule B hereto sets forth, to the knowledge of Teradyne and Purchaser, the number of shares of Common Stock beneficially owned (for purposes of Rule 13d-3 under the Exchange Act) by each Stockholder.

Item 4.

Purpose of Transaction.

On December 11, 2007, Teradyne, Purchaser and the Issuer, entered into the Merger Agreement, pursuant to which, and subject to the satisfaction or waiver of the conditions set forth therein, Teradyne will acquire the Issuer via the Offer and the subsequent Merger. Upon consummation of the Offer, the Issuer will become a majority owned subsidiary of Purchaser, and a majority owned indirect subsidiary of Teradyne. Upon consummation of the Merger, the Issuer will become a wholly- owned subsidiary of Teradyne. The primary intent of Teradyne and Purchaser is to complete the Offer and the Merger so that Teradyne acquires control of the Issuer.

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Schedule 13D

In the Offer, Purchaser is offering to purchase all the outstanding shares of Common Stock at a purchase price of $20.00 per share, net to sellers in cash, without interest and subject to any required withholdings of taxes (the “Offer Price”). The Offer is conditioned upon, among other things, there being validly tendered and not properly withdrawn prior to the expiration of the Offer a number of shares of Common Stock that represents at least a majority of the outstanding shares of Common Stock on a fully diluted basis (the “Minimum Condition”). The Minimum Condition may not be waived without the Issuer’s written consent.

The Merger Agreement provides that, promptly after Purchaser first accepts for payment any shares of Common Stock tendered and not withdrawn pursuant to the Offer, and from time to time thereafter, Purchaser is entitled to elect or designate such number of members of Issuer’s board of directors, rounded up to the next whole number, as is equal to the product of:

•

the total number of directors on the Issuer’s board of directors (giving effect to the directors elected or designated by Purchaser) multiplied by

•

the percentage that the aggregate number of shares of Common Stock beneficially owned by Teradyne, Purchaser and any of Purchaser’s affiliates bears to the total number of shares of Common Stock then outstanding.

Pursuant to the terms of the Merger Agreement, the Issuer has granted Purchaser an irrevocable option to purchase, at a per share price equal to the Offer Price, that number of shares of Common Stock that is equal to one share of Common Stock more than the number of shares of Common Stock needed to give Purchaser ownership of 90% of the outstanding shares of Common Stock on a fully diluted basis. This “top-up option” is exercisable only if, among other things, the Minimum Condition is satisfied. Under the Delaware General Corporation Law (the “DGCL”) if, as a result of the Offer or otherwise Purchaser acquires at least 90% of the outstanding shares of Common Stock, Teradyne and Purchaser could effect the Merger without prior notice to, or any action by, any other stockholder of the Issuer.

Upon consummation of the Merger, each outstanding share of Common Stock (other than (1) any shares of Common Stock owned by Teradyne, Purchaser or the Issuer or any direct or indirect wholly owned subsidiary of Teradyne, Purchaser or the Issuer, or (2) any shares of Common Stock that are held by any stockholder who is entitled to demand and properly demands appraisal pursuant to, and who complies in all respects with, the provisions of Section 262 of the Delaware General Corporation Law) will be converted into the right to receive the Offer Price.

Upon consummation of the Merger, each stock option outstanding under the Issuer’s equity incentive plans, whether or not then vested or exercisable, will automatically convert into the right to acquire shares of Teradyne common stock, on substantially the same terms and conditions as were applicable under such Issuer stock option (including vesting schedule) except that

•

the number of shares of Teradyne common stock subject to each such option or right shall be determined by multiplying the number of shares of Nextest stock subject to such option immediately prior to the Merger by a fraction (the “Equity Award Exchange Ratio”), the numerator of which is the Offer Price and the denominator of which is the average closing price of Teradyne common stock on the New York Stock Exchange over the five consecutive trading days immediately preceding (but not including) the date on which the Merger occurs (rounded down to the nearest whole share); and

•

the exercise price per share of Teradyne common stock (rounded up to the nearest whole cent) shall equal (x) the per share exercise price for the shares of Nextest Common Stock otherwise purchasable pursuant to such option immediately prior to the Merger divided by (y) the Equity Award Exchange Ratio.

Upon consummation of the Merger, each outstanding share of Nextest restricted stock will automatically convert into the right to receive the Offer Price upon the expiration of the applicable vesting or other lapse restrictions, and will remain subject to the same forfeiture or repurchase conditions in effect on the date of the Merger Agreement, except any such repurchase rights will be assigned to Teradyne.

Upon consummation of the Merger, each outstanding Nextest restricted stock unit will automatically convert into a Teradyne restricted stock unit. Each such restricted stock unit will continue to have, and be subject to, substantially the same terms and conditions, except that it will be for that number of whole shares of Teradyne common stock equal to the product of the

Page 5 of 11

Schedule 13D

number of shares of Nextest Common Stock that were subject to the restricted stock unit immediately prior to the Merger multiplied by the Equity Award Exchange Ratio (rounded down to the nearest whole share).

Upon consummation of the Merger, the (i) directors of Purchaser will be appointed as the directors of the Issuer and (ii) certificate of incorporation and bylaws of the Issuer will be restated in forms attached to the Merger Agreement.

Following the Merger, the shares of Common Stock will no longer be traded on the Nasdaq Global Market, there will be no public market for such shares, and registration of such shares under the Exchange Act will be terminated.

As an inducement to enter into the Merger Agreement, and in consideration thereof, each Stockholder, solely in such Stockholder’s capacity as stockholder of the Issuer, entered into a Stockholder Agreement with Teradyne and Purchaser.

Pursuant to the Stockholder Agreements, each Stockholder has agreed to tender and, subject to satisfaction of the Minimum Condition, sell to the Purchaser all of such Stockholder’s shares of Common Stock pursuant to the Offer not later than the third business day prior to the initial expiration date of the Offer, and not to withdraw such shares once tendered. Each Stockholder has also agreed to vote his or her shares of Common Stock (a) in favor of the Merger Agreement and the Merger and (b) against any alternative proposal. In addition, under the Stockholder Agreements (so long as they remain in effect), each Stockholder has granted an irrevocable proxy to and appointed Teradyne or any nominee of Teradyne as such Stockholder’s proxy and attorney-in-fact to vote all of the Shares held by each such Stockholder (a) in favor of the Merger Agreement and the Merger and (b) against any alternative proposal.

On October 23, 2007, Teradyne executed a confidentiality agreement with the Issuer (the “Confidentiality Agreement”). The Confidentiality Agreement contains customary provisions pursuant to which, among other things, each party agreed on behalf of itself and its representatives, subject to certain exceptions, to keep confidential all non-public information furnished by the disclosing party and to use such information solely for the purpose of evaluating a possible transaction between the parties. The Confidentiality Agreement also includes customary mutual employee non-solicitation provisions operative for one year from the date of the Confidentiality Agreement. The Confidentiality Agreement further includes customary standstill provisions, operative for a maximum of one year from the date of the Confidentiality Agreement, prohibiting each of Nextest and Teradyne from, among other things, acquiring any voting securities issued by the other, without the prior written consent of the other party or the party’s Board of Directors.

The foregoing descriptions of the Merger Agreement, the Stockholder Agreements and the Confidentiality Agreement do not purport to be complete and are qualified in their entirety by reference to such agreements. A copy of the Merger Agreement is attached as Exhibit 1 to this Statement, a copy of the form of Stockholder Agreement is attached as Exhibit 2 to this Statement.

Item 5.

Interest in Securities of the Issuer.

(a) and (b)

Other than those shares of Common Stock that may be deemed to be beneficially owned in connection with the Stockholder Agreements, Teradyne has not acquired and, for the purposes of Rule 13d-4 promulgated under the Exchange Act, does not beneficially own (with the sole right to vote and dispose of) any shares of Common Stock.

As a result of the Stockholder Agreements, Teradyne may be deemed to have the power to vote up to 5,212,115 shares of Common Stock in favor of approval of the Merger Agreement, and thus, for the purpose of Rule 13d-3 promulgated under the Exchange Act, Teradyne may be deemed to be the beneficial owner of an aggregate of 5,212,115 shares of Common Stock, constituting approximately 29.0% of the issued and outstanding shares of Common Stock as of December 11, 2007, as represented by the Issuer in the Merger Agreement.

Teradyne (i) is not entitled to any rights as a stockholder of Issuer as to the Common Stock covered by the Stockholder Agreements, except as otherwise expressly provided in the Stockholder Agreements, and (ii) disclaims any beneficial ownership of such shares.

Except as set forth in this Item 5(a) and (b), none of Teradyne nor, to its knowledge, any person named on Schedule A hereto, beneficially owns any shares of Common Stock.

(c) Except for the agreements described above, to Teradyne’ knowledge, no transaction in the class of securities reported has been effected during the past 60 days by any person named in Schedule A or Item 5(a) and (b).

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Schedule 13D

(d) To Teradyne’ knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of Issuer reported herein.

(e) Inapplicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer.

Except for the agreements described above, to the knowledge of Teradyne, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the shares of Common Stock, finder’s fees, joint ventures, loan or option arrangements puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons named in Item 2 hereof and any other person, with respect to any securities of Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such shares, other than standard default and similar provisions contained in loan agreements.

Item 7.

Material to be Filed as Exhibits.

Exhibit 1: Agreement and Plan of Merger by and among Teradyne, Inc., NAC Equipment Corporation and Nextest Systems Corporation, dated December 11, 2007 (incorporated in this Capital Schedule 13-D by reference to the Current Report on Form 8-K filed by Teradyne on December 13, 2007).

Exhibit 2: Form of Stockholder Agreement between Teradyne Inc. and each of the Stockholders party thereto, dated December 11, 2007 (incorporated in this Capital Schedule 13-D by reference to the Current Report on Form 8-K filed by Teradyne on December 13, 2007).

[SIGNATURES APPEAR ON FOLLOWING PAGE]

Page 7 of 11

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: December 21, 2007

/s/ MICHAEL A. BRADLEY

Michael A. Bradley

CEO and President

SCHEDULE A

Directors and Executive Officers of Teradyne, Inc.

The current corporate executive officers and directors of Teradyne, Inc. are listed below. The address of Teradyne, Inc. is: is 600 Riverpark Drive, North Reading, Massachusetts 01864. Unless otherwise indicated, all positions set forth below opposite an individual’s name refer to positions within Teradyne, Inc., and, where applicable, the business address listed for each individual not principally employed by Teradyne, Inc. is also the address of the corporation or other organization which principally employs that individual. Unless indicated otherwise, each of the persons listed below is a U.S. citizen.


*Directors*

James W. Bagley		Mr. Bagley has served as Executive Chairman of the Board of Directors of Lam Research Corporation since June 2005 and previously, from September 1998 to June 2005, served as Chairman of the Board of Directors and, from August 1997 until June 2005, served as Chief Executive Officer. He served as Chairman and Chief Executive Officer of OnTrak Systems, Inc. from May 1996 until July 1997. From November 1981 until May 1996, Mr. Bagley served in various capacities at Applied Materials, Inc., including President and Chief Operating Officer from 1987 through 1994, Vice Chairman and Chief Operating Officer from January 1994 until October 1995, and Vice Chairman from October 1995 until May 1996.

Michael A. Bradley		Mr. Bradley has served as Chief Executive Officer of Teradyne since May 2004 and as President since May 2003. He served as President of the Semiconductor Test Division from April 2001 until May 2003 and as Chief Financial Officer from July 1999 until April 2001. He served in various Vice President positions within Teradyne from 1992 until 2001.

Albert Carnesale		Mr. Carnesale has served as Chancellor Emeritus and Professor of the University of California, Los Angeles since July 2006 and served as Chancellor from July 1997 to July 2006. He served as Provost of Harvard University from October 1994 until June 1997 and was the Dean of The John F. Kennedy School of Government from November 1991 through December 1995 where he also served as Professor of Public Policy from 1974 through 1995.

Edwin J. Gillis		Mr. Gillis served as Senior Vice President of Administration and Integration of Symantec Corporation from July 2005 to December 2005, following the merger of Veritas Software Corporation and Symantec Corporation. He served as Executive Vice President and Chief Financial Officer of Veritas Software Corporation from November 2002 to June 2005. From September 1995 to November 2002, Mr. Gillis served as the Executive Vice President and Chief Financial Officer of Parametric Technology Corporation. From 1991 to September 1995, Mr. Gillis served as the Chief Financial Officer of Lotus Development Corporation. Prior to joining Lotus, Mr. Gillis was a Certified Public Accountant and a partner at Coopers & Lybrand L.L.P.

Vincent M. O’Reilly		Mr. O’Reilly has served as a Distinguished Senior Lecturer at the Carroll Graduate School of Management of Boston College since October 1997. From 1969 until his retirement in September 1997, he was a partner, Chief Operating Officer or Vice Chairman at Coopers & Lybrand LLP.

Paul J. Tufano		Mr. Tufano served as Executive Vice President and Chief Financial Officer of Solectron Corporation from January 2006 to October 2007 and served as interim Chief Executive Office from February 2007 to October 2007. Mr. Tufano served as President and Chief Executive Officer at Maxtor Corporation from February 2003 to November 2004. Prior to that time, he served as Executive Vice President and Chief Operating Officer from April 2001 and as Chief Financial Officer from July 1996 at Maxtor Corporation. From 1979 until he joined Maxtor Corporation in 1996, Mr. Tufano held a variety of management positions in finance and operations at International Business Machines Corporation (“IBM”).



Roy A. Vallee		Mr. Vallee has been Chairman of the Board of Directors and Chief Executive Officer of Avnet, Inc. since July 1998. From November 1992 until July 1998, he was Vice Chairman of the Board of Directors of Avnet, Inc. He also served as President and Chief Operating Officer of Avnet, Inc. from March 1992 until July 1998.

Patricia S. Wolpert		Ms. Wolpert has been the owner of Wolpert Consulting LLC since October 2003. From December 2001 until her retirement in March 2003, she served as Vice President, Sales Transformation, Americas, at IBM. From June 2000 until December 2001, Ms. Wolpert served as Vice President, Central Region, Americas, at IBM and from January 1999 until June 2000, served as Vice President, Business Operations, Americas, at IBM. From January 1993 until December 1998, she served in various capacities at IBM, including General Manager System Sales, Latin America; Executive Assistant to the Chairman’s Office; General Manager, Northeast Area; Vice President of Operations, Northease Area; and General Manager, Northern New England. In January 2007, Ms. Wolpert began serving as the independent Chair of the Board of Directors of Teradyne.

*Executive Officers*

Michael A. Bradley		Mr. Bradley has served as Chief Executive Officer of Teradyne since May 2004 and as President since May 2003. He served as President of the Semiconductor Test Division from April 2001 until May 2003 and as Chief Financial Officer from July 1999 until April 2001. He served in various Vice President positions within Teradyne from 1992 until 2001.

Gregory R. Beecher		Mr. Beecher has served as Vice President and Chief Financial Officer of Teradyne since 2001 and Treasurer of Teradyne from 2003 to 2005 and since 2006. Prior to joining Teradyne he was a partner at PricewaterhouseCoopers LLP from 1993 to 2001.

Eileen Casal		Ms. Casal has served as Teradyne’s Vice President, General Counsel and Secretary since 2003. Prior to joining Teradyne, Ms. Casal served as Vice President, General Counsel and Corporate Secretary of GSI Lumonics, Inc. from 2001 until 2003. She served as Vice President, General Counsel and Corporate Secretary of Adero, Inc. from 2000 until 2001. She served as Vice President, General Counsel and Assistant Clerk of Teradyne from 1999 to 2000. From 1986 until 1999, Ms. Casal held a number of legal positions at Stratus Computer, Inc., including Vice President, General Counsel and Assistant Clerk.

Jeffery R. Hotchkiss		Mr. Hotchkiss has served as Teradyne’s President of Systems Test Group since 2007. He served as Teradyne’s President of Assembly Test Systems from 2004 to 2007 and President of Diagnostic Solutions from 2005 to 2007. Mr. Hotchkiss was a director, Chief Executive Officer and President of Empirix, Inc. Corporation from 2000 to 2004. He also served as Teradyne’s Chief Financial Officer from 1997 to 1999 and Vice President of Teradyne from 1990 to 1999.

Mark E. Jagiela		Mr. Jagiela has served as Teradyne’s President of Semiconductor Test Systems since 2003. He served as a Vice President of Teradyne from 2001 to 2003. He served as General Manager of Teradyne’s VLSI Test Division from 2000 to 2001. Mr. Jagiela was VLSI Test Division Engineering Manager from 1999 to 2000 and Teradyne’s Japan Division General Manager from 1991 to 1999.

SCHEDULE B

Shares of Common Stock of Nextest Systems Corporation Beneficially Owned by the Stockholders


Stockholder	Shares Owned	Shares issuable upon exercise of outstanding options, warrants or other rights
Juan A. Benitez	22,245	31,250
Howard D. Marshall	1,769,493	80,000
James P. Moniz	0	27,500
Eugene R. White	0	10,375
Tim Moriarty	209,000	185,000
Stephen Newberry	17,245	31,250
Richard Dissly	60,000	10,750
Robin Adler	2,338,007	80,000
Craig Z. Foster	270,000	70,000