<PAGE>

                                                                   FILE NO. 333-

   As filed with the Securities and Exchange Commission on January ___, 2001

                       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.)

University Avenue, Westwood, Massachusetts                 02090
------------------------------------------                 -----
(Address of Principal Executive Offices)                   (Zip Code)

                                1999 Stock Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                              MARK J. GALLENBERGER
                     University Avenue, Westwood, MA 02090
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                (781) 461-1000
--------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
================================================================================

<TABLE>
<CAPTION>
                               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
----------------  ----------  ----------        ---------  ------------
<S>               <C>         <C>              <C>           <C>

Common Stock,      2,325,000   $16.25          $37,781,250   $9,455.31
$.05 PAR VALUE    SHARES
</TABLE>
--------------------------------------------------------------------------------

*  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 2,325,000 shares at a purchase
price of $16.25 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, 2001.
<PAGE>

                                    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, 2000;  (b)  the registrant's Quarterly Report on Form 10-Q for
the quarter ended October 31, 2000; 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 Company 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 Company or any of its
stockholders for monetary damages for any breach of fiduciary duty as a director
notwithstanding 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 the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) authorizing
distributions to stockholders in violation of the Company's Articles of
Organization or which render the Company insolvent or bankrupt, and approving
loans to officers or directors of the Company 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 Company 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 Company 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 Company, 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

                                      II-1
<PAGE>

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
Company (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 Company 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 company 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 company'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 service, for which he would otherwise be entitled to indemnity
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)  1999 Stock Plan

     (5)  Opinion and consent of Joseph A. Hedal as to the legality of the
          securities being registered.

     (23)(A) Consent of Arthur Andersen LLP.

     (23)(B) Consent of Joseph A. Hedal - 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-2
<PAGE>

         (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-3
<PAGE>

                                   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
6th day of December 2000.

                                 LTX CORPORATION


                                 BY /s/ Roger W. Blethen
                                   ---------------------------------------
                                 Roger W. Blethen
                                 PRESIDENT AND CHIEF EXECUTIVE OFFICER


          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Roger W. Blethen his/her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him/her and in his/her 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 said attorney-in-fact and agent, 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/she might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his/her 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
--------------------
Roger W. Blethen              President and                    December 6, 2000
                              Chief Executive Officer
                              (Principal Executive Officer)
/s/ Mark J. Gallenberger
--------------------------
Mark J. Gallenberger          Vice President,                   December 6, 2000
                              Chief Financial Officer and
                              Treasurer (Principal
                              Financial Officer and
                              Principal Accounting Officer)

/s/ Samuel Rubinovitz
-------------------------
Samuel Rubinovitz             Chairman of the Board            December 6, 2000

/s/ Robert J. Boehlke
-------------------------
Robert J. Boehlke             Director                         December 6, 2000

/s/ Jacques Bouyer
-------------------------
Jacques Bouyer                Director                         December 6, 2000

/s/ Stephen M. Jennings
-------------------------
Stephen M. Jennings           Director                         December 6, 2000

/s/ Roger J. Maggs
--------------------
Roger J. Maggs                Director                         December 6, 2000

/s/ Robert E. Moore
--------------------
Robert E. Moore               Director                         December 6, 2000

</TABLE>

                                      II-4
<PAGE>

                                 EXHIBIT INDEX



BIT NO.     DESCRIPTION OF DOCUMENT
-------     -----------------------

   4        1999 Stock Plan

   5        Opinion of Joseph A. Hedal

   23(A)    Consent of Arthur Andersen LLP

   23(B)    Consent of Joseph A. Hedal
            is Contained in its Opinion Filed
            as Exhibit 5

   24       Power of Attorney (Contained on the
            Signature Page)

                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 17894}]
{"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": "333-54230", "film-number": "1514329"}, "business-address": {"street1": "LTX PARK AT UNIVERSITY AVE", "city": "WESTWOOD", "state": "MA", "zip": "02090", "phone": "7814611000"}, "mail-address": {"street1": "LTX PARK AT UNIVERSITY AVENUE", "city": "WESTWOOD", "state": "MA", "zip": "02090"}}
FILE NO. 333-

   As filed with the Securities and Exchange Commission on January ___, 2001

                       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.)

University Avenue, Westwood, Massachusetts                 02090
------------------------------------------                 -----
(Address of Principal Executive Offices)                   (Zip Code)

                                1999 Stock Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                              MARK J. GALLENBERGER
                     University Avenue, Westwood, MA 02090
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                (781) 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,      2,325,000   $16.25          $37,781,250   $9,455.31
$.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 2,325,000 shares at a purchase
price of $16.25 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, 2001.
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, 2000;  (b)  the registrant's Quarterly Report on Form 10-Q for
the quarter ended October 31, 2000; 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 Company 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 Company or any of its
stockholders for monetary damages for any breach of fiduciary duty as a director
notwithstanding 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 the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) authorizing
distributions to stockholders in violation of the Company's Articles of
Organization or which render the Company insolvent or bankrupt, and approving
loans to officers or directors of the Company 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 Company 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 Company 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 Company, 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

                                      II-1
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
Company (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 Company 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 company 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 company'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 service, for which he would otherwise be entitled to indemnity
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)  1999 Stock Plan

     (5)  Opinion and consent of Joseph A. Hedal as to the legality of the
          securities being registered.

     (23)(A) Consent of Arthur Andersen LLP.

     (23)(B) Consent of Joseph A. Hedal - 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-2
(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-3
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
6th day of December 2000.

                                 LTX CORPORATION

                                 BY /s/ Roger W. Blethen
                                   ---------------------------------------
                                 Roger W. Blethen
                                 PRESIDENT AND CHIEF EXECUTIVE OFFICER

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Roger W. Blethen his/her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him/her and in his/her 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 said attorney-in-fact and agent, 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/she might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his/her 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
--------------------
Roger W. Blethen              President and                    December 6, 2000
                              Chief Executive Officer
                              (Principal Executive Officer)
/s/ Mark J. Gallenberger
--------------------------
Mark J. Gallenberger          Vice President,                   December 6, 2000
                              Chief Financial Officer and
                              Treasurer (Principal
                              Financial Officer and
                              Principal Accounting Officer)

/s/ Samuel Rubinovitz
-------------------------
Samuel Rubinovitz             Chairman of the Board            December 6, 2000

/s/ Robert J. Boehlke
-------------------------
Robert J. Boehlke             Director                         December 6, 2000

/s/ Jacques Bouyer
-------------------------
Jacques Bouyer                Director                         December 6, 2000

/s/ Stephen M. Jennings
-------------------------
Stephen M. Jennings           Director                         December 6, 2000

/s/ Roger J. Maggs
--------------------
Roger J. Maggs                Director                         December 6, 2000

/s/ Robert E. Moore
--------------------
Robert E. Moore               Director                         December 6, 2000
II-4
EXHIBIT INDEX

BIT NO.     DESCRIPTION OF DOCUMENT
-------     -----------------------

   4        1999 Stock Plan

   5        Opinion of Joseph A. Hedal

   23(A)    Consent of Arthur Andersen LLP

   23(B)    Consent of Joseph A. Hedal
            is Contained in its Opinion Filed
            as Exhibit 5

   24       Power of Attorney (Contained on the
            Signature Page)

                                      II-5