content: <PAGE>   1
  
                                                  File No 33-
                                                             ----------------
  
     As filed with the Securities and Exchange Commission on January 26, 1995.
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.   20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                  LTX Corporation
  - --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
       Massachusetts                                       04-2594045
  - --------------------------------                         -------------------
  (State or other jurisdiction                             (I.R.S. Employer
  of incorporation or organization                         Identification No.)
  
  LTX Park at University Avenue, Westwood, Massachusetts           02090
  - --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                         (Zip Code)
  
  
                               1990 Stock Option Plan
  - --------------------------------------------------------------------------------
                              (Full title of the plan)
  
  
                                   John J. Arcari
                 LTX Park at University Avenue, Westwood, MA 02090
  - --------------------------------------------------------------------------------
                      (Name and address of agent for service)
  
                                   (617) 461-1000
  - --------------------------------------------------------------------------------
           (Telephone number, including area code, of agent for service)
  
  <TABLE>
                          CALCULATION OF REGISTRATION FEE
  - --------------------------------------------------------------------------------
  - --------------------------------------------------------------------------------
  <CAPTION>
                                    Proposed       Proposed   <EBT>
  <BBT> Title of                    maximum        maximum
  securities          Amount        offering       aggregate         Amount of
  to be               to be         price          offering          registration
  registered          registered    per share*     price*            fee
  - ---------------     ----------    ----------     ----------        -----------  
  <S>                 <C>           <C>            <C>               <C>
  Common Stock,       1,200,000     $5.31          $6,372,000        $2,198.00
  $.05 par value      Shares
  <FN>
  - ----------------------------------------------------------------------------------
  *    This estimate is made pursuant to Rule 457(h) solely for the purpose
  of determining the registration fee.  It is not known how many shares will be
  purchased under the Plan or at what price such shares will be purchased.  The
  above calculation is based on the offering of 1,200,000 shares at a purchase
  price of $5.31 per share, which is the average of the high and low prices of
  the Company's Common Stock as reported by the National Association of
  Securities Dealers Automated Quotation System on January 23, 1995.
  
  </TABLE>
  
  <PAGE>   2
                                     PART II
                                     -------
  
                      INFORMATION NOT REQUIRED IN PROSPECTUS
  
  Item 3:    Incorporation  of Documents by Reference
  - ------     ----------------------------------------
  
          The following documents are incorporated by reference in this
  Registration Statement:
  
          (a)  the undersigned registrant's Annual Report on Form 10-K for the
  year ended July 31, 1994;  (b)  the registrant's Quarterly Report on Form 10-Q
  for the quarter ended October 31, 1994; and (c)  the description of the
  registrant's Common Stock contained in a Registration Statement filed under the
  Securities Exchange Act of 1934 (the "Exchange Act"), including any amendment
  or report filed for the purpose of updating such description.
  
          All documents subsequently filed by the registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference in the Registration Statement and to be part
  thereof from the date of filing of such documents.
  
  Item 4:   Description of Securities
  - ------    -------------------------
  
          Not Applicable
  
  Item 5:   Interests of Named Experts and Counsel
  - ------    --------------------------------------
  
       Not applicable.
  
  Item 6:   Indemnification of Directors and Officers
  - ------    -----------------------------------------
  
          Chapter 156B of the Massachusetts General Laws, under which the
  Company is organized, permits a Massachusetts corporation to adopt a provision
  in its Articles of Organization eliminating or limiting the liability of a
  director to the corporation or its stockholders for monetary damages for breach
  of fiduciary duty as a director, provided that such liability does not arise
  from certain proscribed conduct (including intentional misconduct and breach of
  duty of loyalty).
  
          On December 8, 1987, the stockholders approved an amendment to the
  Company's Articles of Organization.  The amendment to the Articles of
  Organization, which became effective on April 8, 1988, is as follows:
  
          "No director shall be personally liable to the corporation or any of
  its stockholders for monetary damages for any breach of fiduciary duty as a
  director not withstanding any provision of law imposing such liability;
  provided, however, that this provision shall not eliminate or limit the
  liability of a director for (i) any breach of the director's duty of loyalty to
  th corporation or its stockholders, (ii) acts or omissions not in good faith or
  which involve intentional misconduct or a knowing violation of law, (iii) 
  
                                       II-1
  
  <PAGE>   3
  authorizing distributions to stockholders in violation of the bankrupt,
  and approving loans to officers or directors of the corporation which are not
  repaid and which were not approved or ratified by a majority of disinterested
  directors or stockholders, or (iv) any transaction from which the director
  derived an improper personal benefit.  No amendment to or repeal of this
  provision shall apply to or have any effect on the liability or alleged
  liability of any director of the corporation for or with respect to any acts or
  omissions of such director occurring prior to the effective date of such
  amendment."  
  
          The By-laws of the registrant provide for indemnification of officers 
  and directors as follows:
  
          Section 6.5  Indemnification.
  
          (a)  The Corporation shall indemnify each director and officer
  against all judgments, fines, settlement payments and expenses, including
  reasonable attorneys' fees, paid or incurred in connection with any claim,
  action, suit or proceeding, civil or criminal, to which he may be made a party
  or with which he may be threatened by reason of his being or having been a
  director or officer of the Corporation, or, at its request, a director,
  officer, stockholder or member of any other corporation, firm, association or
  other organization or by reason of his serving or having served, at its
  request, in any capacity with respect to any employee benefit plan, or by
  reason of any action or omission by him in such capacity, whether or not he
  continues to be a director or officer at the time of  incurring such  expenses
  or at the time the indemnification is made.  No  indemnification shall be made
  hereunder (i) with respect to payments and expenses incurred in relation to
  matters as to which he shall be finally adjudged in such action, suit or
  proceeding not to have acted in good faith and in the reasonable belief that
  his action was in the best interests of the Corporation (or, to the extent that
  such matter relates to service with respect to an employee benefit plan, in the
  best interest of the participants or beneficiaries of such employee benefit
  plan), or (ii) otherwise prohibited by law.  The foregoing right of
  indemnification shall not be exclusive of other rights to which any director or
  officer may otherwise be entitled and shall inure to the benefit of the
  executor or administrator of such director or officer.  The Corporation may pay
  the expenses incurred by any such person in defending a civil or criminal
  action, suit or proceeding in advance of the final disposition of such action,
  suit or proceeding, upon receipt of an undertaking by such person to repay such
  payment if it is determined that such person is not entitled to indemnification
  hereunder.
  
          (b)  The Board of Directors may, without stockholder approval, authorize
  the Corporation to enter into agreements, including any amendments or
  modification thereto, with any of its directors, officers or other persons
  described in paragraph (a) above providing for indemnification of such persons
  to the maximum extent permitted under applicable law and the Corporation's
  Articles of Organization and By-laws.
  
          (c)  No amendment to or repeal of this section shall have any adverse
  effect on (i) the right of any director or officer under any agreement entered
  into prior thereto, or (ii) the rights of any director or officer hereunder
  relating to his 
   
  
                                       II-2
  
  
  
  <PAGE>   4
  service, for which he would otherwise be entitled to indemnify hereunder,
  during any period prior to such amendment or repeal.
  
       The Company has a directors and officers liability policy that insures the
  Company's directors and officers against certain liabilities which they may
  incur as directors or officers of the Company.
  
  Item 7:   Exemption from Registration Claimed
  - ------    -----------------------------------
  
          Not applicable
  
  Item 8:   Exhibits
  - ------    --------
  
          The following exhibits are filed as part of this Registration Statement:
  
          (4)  1990 Incentive Stock Option Plan, as amended.
  
          (5)  Opinion and Consent of Bingham, Dana & Gould as to the legality of
  the securities being registered.
  
          (23)(A)   Consent of Arthur Andersen & Co.
  
          (23)(B)   Consent of Bingham, Dana & Gould - included in Exhibit 5.
  
          (24)  Power of Attorney (contained on the signature page).
  
  Item 9:  Undertakings
  - ------   ------------
  
       1.  The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       2.  The undersigned registrant hereby undertakes:
  
           (a)  To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:
  
                (i)  To include any prospectus required by Section 10(a)(3)
  of the Securities Act of 1933;
  
                (ii) To reflect in the prospectus any facts or events arising 
  after the effective date of the registration statement (or the most recent 
  post-effective amendment thereof) which, individually or in the aggregate, 
  represent a fundamental change in the information set forth in the 
  registration statement;
  
  
                                       II-3
  
  <PAGE>   5
  
                 (iii)     To include any material information with respect to
  the plan of distribution not previously disclosed in the registration statement
  or any material change to such information in the registration statement;
  
            Provided, however, that paragraphs (a) (i) and (a) (ii) do not apply
  if the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed by the registrant
  pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
  that are incorporated by reference herein.
  
            (b)  That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to
  be a new registration statement relating to the securities offered herein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
            (c)  To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
       3.   Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer of controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
  
                                       II-4
  <PAGE>   6
  
  
  
                                    SIGNATURES
  
             Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the Town of Westwood, and Commonwealth of Massachusetts on
  the 7th day of December, 1994.
       
                                LTX Corporation
  
  
                                By   /s/ Roger W. Blethen
                                     ---------------------
                                     Roger W. Blethen
                                     President
  
                                By   /s/ Martin S. Francis
                                     ---------------------
                                     Martin S. Francis
                                     President
  
  
             KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below hereby constitutes and appoints Roger W. Blethen and Martin S.
  Francis, or either of them, his true and lawful attorneys-in-fact and agents,
  each with full power of substitution and resubstitution, for him and in his
  name, place and stead, in any and all capacities, to sign any amendments or
  post-effective amendments to this Registration Statement and to file the same
  with all exhibits thereto and other documents in connection therewith with the
  Securities and Exchange Commission, granting unto each of said attorneys-in-
  fact and agents, full power and authority to do and perform each and every 
  act and thing requisite and necessary to be done in and about the premises, 
  as fully to all intents and purposes as he might or could do in person, 
  hereby ratifying and confirming all that each of said attorneys-in-fact
  and agents, or his substitute or substitutes, may do or cause to be done by
  virtue hereof.
  
             Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
  Signature                    Title                         Date
  - ---------                    -----                         ----
  <S>                          <C>                           <C>
  
  /s/ Roger W. Blethen
  - ----------------------       President (Principal          December 7, 1994
  Roger W. Blethen             Executive Officer)
  
  
  /s/ Martin S. Francis
  - ----------------------        President (Principal          December 7, 1994
  Martin S. Francis             Executive Officer)
  
  
  /s/ John J. Arcari
  - ----------------------        Chief Financial Officer       December 7, 1994
  John J. Arcari                and Treasurer (Principal
                                Financial Officer)
  </TABLE>
  
  
                                          II-5
  
  <PAGE>   7
  
  
  
  <TABLE>
  <CAPTION>
  
  <S>                                  <C>                           <C>
  
  /s/ Glenn W. Meloni
  - ------------------------             Controller (Principal         December 7, 1994
  Glenn W. Meloni                      Accounting Officer)
  
  /s/ Grahan C.C. Miller
  - ------------------------             Chairman of the Board         December 7, 1994
  Graham C.C. Miller
  
  /s/ Jacques Bouyer
  - ------------------------             Director                      December 7, 1994
  Jacques Bouyer
  
  /s/ Fred J. Butler
  - ------------------------             Director                      December 7, 1994
  Fred J. Butler
  
  /s/ Robert E. Moore
  - ------------------------             Director                      December 7, 1994
  Robert E. Moore
  
  /s/ Roger J. Maggs
  - ------------------------             Director                      December 7, 1994
  Roger J. Maggs
  
  /s/ Samuel Rubinovitz
  - -------------------------            Director                      December 7, 1994
  Samuel Rubinovitz
  </TABLE>
  
                                       II-6
  
  <PAGE>   8
                                  Exhibit Index
  
  
  <TABLE>
  <CAPTION>
  Exhibit No.     Description of Document
  - -----------     -----------------------
  
       <S>        <C>
       4          1990 Incentive Stock Option Plan, As Amended
  
       5          Opinion of Bingham, Dana & Gould
  
       23(A)      Consent of Arthur Andersen LLP
  
       23(B)      Consent of Bingham, Dana & Gould
                  is contained in its opinion filed
                  as Exhibit 5
  
       24         Power of Attorney (contained on the signature page)
  </TABLE>
  
  
  
  
  
  
                                       II-7
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "1990 STOCK OPTION PLAN", "secsgml_size_bytes": 18888}]
metadata_filer: {"company-data": {"conformed-name": "LTX CORP", "cik": "0000357020", "assigned-sic": "3825", "irs-number": "042594045", "state-of-incorporation": "MA", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57457", "film-number": "95503157"}, "business-address": {"street1": "LTX PARK AT UNIVERSITY AVE", "city": "WESTWOOD", "state": "MA", "zip": "02090", "phone": "6174611000"}, "mail-address": {"street1": "LTX PARK AT UNIVERSITY AVENUE", "city": "WESTWOOD", "state": "MA", "zip": "02090"}}
text: 1
  
                                                  File No 33-
                                                             ----------------
  
     As filed with the Securities and Exchange Commission on January 26, 1995.
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.   20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                  LTX Corporation
  - --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
       Massachusetts                                       04-2594045
  - --------------------------------                         -------------------
  (State or other jurisdiction                             (I.R.S. Employer
  of incorporation or organization                         Identification No.)
  
  LTX Park at University Avenue, Westwood, Massachusetts           02090
  - --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                         (Zip Code)
  
                               1990 Stock Option Plan
  - --------------------------------------------------------------------------------
                              (Full title of the plan)
  
                                   John J. Arcari
                 LTX Park at University Avenue, Westwood, MA 02090
  - --------------------------------------------------------------------------------
                      (Name and address of agent for service)
  
                                   (617) 461-1000
  - --------------------------------------------------------------------------------
           (Telephone number, including area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  - --------------------------------------------------------------------------------
  - --------------------------------------------------------------------------------
  Proposed       Proposed
  Title of                    maximum        maximum
  securities          Amount        offering       aggregate         Amount of
  to be               to be         price          offering          registration
  registered          registered    per share*     price*            fee
  - ---------------     ----------    ----------     ----------        -----------
  Common Stock,       1,200,000     $5.31          $6,372,000        $2,198.00
  $.05 par value      Shares
  - ----------------------------------------------------------------------------------
  *    This estimate is made pursuant to Rule 457(h) solely for the purpose
  of determining the registration fee.  It is not known how many shares will be
  purchased under the Plan or at what price such shares will be purchased.  The
  above calculation is based on the offering of 1,200,000 shares at a purchase
  price of $5.31 per share, which is the average of the high and low prices of
  the Company's Common Stock as reported by the National Association of
  Securities Dealers Automated Quotation System on January 23, 1995.
  2
                                     PART II
                                     -------
  
                      INFORMATION NOT REQUIRED IN PROSPECTUS
  
  Item 3:    Incorporation  of Documents by Reference
  - ------     ----------------------------------------
  
          The following documents are incorporated by reference in this
  Registration Statement:
  
          (a)  the undersigned registrant's Annual Report on Form 10-K for the
  year ended July 31, 1994;  (b)  the registrant's Quarterly Report on Form 10-Q
  for the quarter ended October 31, 1994; and (c)  the description of the
  registrant's Common Stock contained in a Registration Statement filed under the
  Securities Exchange Act of 1934 (the "Exchange Act"), including any amendment
  or report filed for the purpose of updating such description.
  
          All documents subsequently filed by the registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference in the Registration Statement and to be part
  thereof from the date of filing of such documents.
  
  Item 4:   Description of Securities
  - ------    -------------------------
  
          Not Applicable
  
  Item 5:   Interests of Named Experts and Counsel
  - ------    --------------------------------------
  
       Not applicable.
  
  Item 6:   Indemnification of Directors and Officers
  - ------    -----------------------------------------
  
          Chapter 156B of the Massachusetts General Laws, under which the
  Company is organized, permits a Massachusetts corporation to adopt a provision
  in its Articles of Organization eliminating or limiting the liability of a
  director to the corporation or its stockholders for monetary damages for breach
  of fiduciary duty as a director, provided that such liability does not arise
  from certain proscribed conduct (including intentional misconduct and breach of
  duty of loyalty).
  
          On December 8, 1987, the stockholders approved an amendment to the
  Company's Articles of Organization.  The amendment to the Articles of
  Organization, which became effective on April 8, 1988, is as follows:
  
          "No director shall be personally liable to the corporation or any of
  its stockholders for monetary damages for any breach of fiduciary duty as a
  director not withstanding any provision of law imposing such liability;
  provided, however, that this provision shall not eliminate or limit the
  liability of a director for (i) any breach of the director's duty of loyalty to
  th corporation or its stockholders, (ii) acts or omissions not in good faith or
  which involve intentional misconduct or a knowing violation of law, (iii) 
  
                                       II-1
  3
  authorizing distributions to stockholders in violation of the bankrupt,
  and approving loans to officers or directors of the corporation which are not
  repaid and which were not approved or ratified by a majority of disinterested
  directors or stockholders, or (iv) any transaction from which the director
  derived an improper personal benefit.  No amendment to or repeal of this
  provision shall apply to or have any effect on the liability or alleged
  liability of any director of the corporation for or with respect to any acts or
  omissions of such director occurring prior to the effective date of such
  amendment."  
  
          The By-laws of the registrant provide for indemnification of officers 
  and directors as follows:
  
          Section 6.5  Indemnification.
  
          (a)  The Corporation shall indemnify each director and officer
  against all judgments, fines, settlement payments and expenses, including
  reasonable attorneys' fees, paid or incurred in connection with any claim,
  action, suit or proceeding, civil or criminal, to which he may be made a party
  or with which he may be threatened by reason of his being or having been a
  director or officer of the Corporation, or, at its request, a director,
  officer, stockholder or member of any other corporation, firm, association or
  other organization or by reason of his serving or having served, at its
  request, in any capacity with respect to any employee benefit plan, or by
  reason of any action or omission by him in such capacity, whether or not he
  continues to be a director or officer at the time of  incurring such  expenses
  or at the time the indemnification is made.  No  indemnification shall be made
  hereunder (i) with respect to payments and expenses incurred in relation to
  matters as to which he shall be finally adjudged in such action, suit or
  proceeding not to have acted in good faith and in the reasonable belief that
  his action was in the best interests of the Corporation (or, to the extent that
  such matter relates to service with respect to an employee benefit plan, in the
  best interest of the participants or beneficiaries of such employee benefit
  plan), or (ii) otherwise prohibited by law.  The foregoing right of
  indemnification shall not be exclusive of other rights to which any director or
  officer may otherwise be entitled and shall inure to the benefit of the
  executor or administrator of such director or officer.  The Corporation may pay
  the expenses incurred by any such person in defending a civil or criminal
  action, suit or proceeding in advance of the final disposition of such action,
  suit or proceeding, upon receipt of an undertaking by such person to repay such
  payment if it is determined that such person is not entitled to indemnification
  hereunder.
  
          (b)  The Board of Directors may, without stockholder approval, authorize
  the Corporation to enter into agreements, including any amendments or
  modification thereto, with any of its directors, officers or other persons
  described in paragraph (a) above providing for indemnification of such persons
  to the maximum extent permitted under applicable law and the Corporation's
  Articles of Organization and By-laws.
  
          (c)  No amendment to or repeal of this section shall have any adverse
  effect on (i) the right of any director or officer under any agreement entered
  into prior thereto, or (ii) the rights of any director or officer hereunder
  relating to his 
   
  
                                       II-2
  4
  service, for which he would otherwise be entitled to indemnify hereunder,
  during any period prior to such amendment or repeal.
  
       The Company has a directors and officers liability policy that insures the
  Company's directors and officers against certain liabilities which they may
  incur as directors or officers of the Company.
  
  Item 7:   Exemption from Registration Claimed
  - ------    -----------------------------------
  
          Not applicable
  
  Item 8:   Exhibits
  - ------    --------
  
          The following exhibits are filed as part of this Registration Statement:
  
          (4)  1990 Incentive Stock Option Plan, as amended.
  
          (5)  Opinion and Consent of Bingham, Dana & Gould as to the legality of
  the securities being registered.
  
          (23)(A)   Consent of Arthur Andersen & Co.
  
          (23)(B)   Consent of Bingham, Dana & Gould - included in Exhibit 5.
  
          (24)  Power of Attorney (contained on the signature page).
  
  Item 9:  Undertakings
  - ------   ------------
  
       1.  The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       2.  The undersigned registrant hereby undertakes:
  
           (a)  To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:
  
                (i)  To include any prospectus required by Section 10(a)(3)
  of the Securities Act of 1933;
  
                (ii) To reflect in the prospectus any facts or events arising 
  after the effective date of the registration statement (or the most recent 
  post-effective amendment thereof) which, individually or in the aggregate, 
  represent a fundamental change in the information set forth in the 
  registration statement;
  
                                       II-3
  5
  
                 (iii)     To include any material information with respect to
  the plan of distribution not previously disclosed in the registration statement
  or any material change to such information in the registration statement;
  
            Provided, however, that paragraphs (a) (i) and (a) (ii) do not apply
  if the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed by the registrant
  pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
  that are incorporated by reference herein.
  
            (b)  That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to
  be a new registration statement relating to the securities offered herein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
            (c)  To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
       3.   Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer of controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
                                       II-4
  6
  
                                    SIGNATURES
  
             Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the Town of Westwood, and Commonwealth of Massachusetts on
  the 7th day of December, 1994.
       
                                LTX Corporation
  
                                By   /s/ Roger W. Blethen
                                     ---------------------
                                     Roger W. Blethen
                                     President
  
                                By   /s/ Martin S. Francis
                                     ---------------------
                                     Martin S. Francis
                                     President
  
             KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below hereby constitutes and appoints Roger W. Blethen and Martin S.
  Francis, or either of them, his true and lawful attorneys-in-fact and agents,
  each with full power of substitution and resubstitution, for him and in his
  name, place and stead, in any and all capacities, to sign any amendments or
  post-effective amendments to this Registration Statement and to file the same
  with all exhibits thereto and other documents in connection therewith with the
  Securities and Exchange Commission, granting unto each of said attorneys-in-
  fact and agents, full power and authority to do and perform each and every 
  act and thing requisite and necessary to be done in and about the premises, 
  as fully to all intents and purposes as he might or could do in person, 
  hereby ratifying and confirming all that each of said attorneys-in-fact
  and agents, or his substitute or substitutes, may do or cause to be done by
  virtue hereof.
  
             Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  Signature                    Title                         Date
  - ---------                    -----                         ----
  /s/ Roger W. Blethen
  - ----------------------       President (Principal          December 7, 1994
  Roger W. Blethen             Executive Officer)
  
  /s/ Martin S. Francis
  - ----------------------        President (Principal          December 7, 1994
  Martin S. Francis             Executive Officer)
  
  /s/ John J. Arcari
  - ----------------------        Chief Financial Officer       December 7, 1994
  John J. Arcari                and Treasurer (Principal
                                Financial Officer)
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  /s/ Glenn W. Meloni
  - ------------------------             Controller (Principal         December 7, 1994
  Glenn W. Meloni                      Accounting Officer)
  
  /s/ Grahan C.C. Miller
  - ------------------------             Chairman of the Board         December 7, 1994
  Graham C.C. Miller
  
  /s/ Jacques Bouyer
  - ------------------------             Director                      December 7, 1994
  Jacques Bouyer
  
  /s/ Fred J. Butler
  - ------------------------             Director                      December 7, 1994
  Fred J. Butler
  
  /s/ Robert E. Moore
  - ------------------------             Director                      December 7, 1994
  Robert E. Moore
  
  /s/ Roger J. Maggs
  - ------------------------             Director                      December 7, 1994
  Roger J. Maggs
  
  /s/ Samuel Rubinovitz
  - -------------------------            Director                      December 7, 1994
  Samuel Rubinovitz
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                                  Exhibit Index
  Exhibit No.     Description of Document
  - -----------     -----------------------
  4          1990 Incentive Stock Option Plan, As Amended
  
       5          Opinion of Bingham, Dana & Gould
  
       23(A)      Consent of Arthur Andersen LLP
  
       23(B)      Consent of Bingham, Dana & Gould
                  is contained in its opinion filed
                  as Exhibit 5
  
       24         Power of Attorney (contained on the signature page)
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