next_02.htm
 
 
 


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 2)



Nextest Systems Corporation
(Name of Issuer)

Common Stock
(Title of Class of Securities)


                                                                                               ________653339101_________
(CUSIP Number)

Peter D. Goldstein
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


______________________ January 24, 2008________________________
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  .


 
1
 


CUSIP No.  653339101
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli Funds, LLC                                                                                          I.D. No.  13-4044523
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)
    None
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6
Citizenship or place of organization
   New York
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
: 7
:
:
:
Sole voting power
None
: 8
:
:
:
Shared voting power
None
: 9
:
:
:
Sole dispositive power
None
:10
:
:
:
Shared dispositive power
None
11
Aggregate amount beneficially owned by each reporting person
None
12
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
13
Percent of class represented by amount in row (11)
0.00%
14
Type of reporting person (SEE INSTRUCTIONS)
    IA
 
 
2
 
CUSIP No. 653339101
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Asset Management Inc.                                                                I.D. No.  13-4044521
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)
None
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6
Citizenship or place of organization
   New York
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
: 7
:
:
:
Sole voting power
None
: 8
:
:
:
Shared voting power
None
: 9
:
:
:
Sole dispositive power
None
:10
:
:
:
Shared dispositive power
None
11
Aggregate amount beneficially owned by each reporting person
None
12
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
13
Percent of class represented by amount in row (11)
0.00%
14
Type of reporting person (SEE INSTRUCTIONS)
    IA, CO
 
 
3
 
CUSIP No. 653339101
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli Securities, Inc.                                                                                      I.D. No.  13-3379374
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)
None
5
Check box if disclosure of legal proceedings 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
None
: 8
:
:
:
Shared voting power
None
: 9
:
:
:
Sole dispositive power
None
:10
:
:
:
Shared dispositive power
None
11
Aggregate amount beneficially owned by each reporting person
 None
12
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
13
Percent of class represented by amount in row (11)
0.00%
14
Type of reporting person (SEE INSTRUCTIONS)
    HC, CO, IA
 
 
4
 
CUSIP No. 653339101
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GGCP, Inc.                                                                                                                                                    I.D. No.  13-3056041
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)
None
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6
Citizenship or place of organization
   New York
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
: 7
:
:
:
Sole voting power
None
: 8
:
:
:
Shared voting power
None
: 9
:
:
:
Sole dispositive power
None
:10
:
:
:
Shared dispositive power
None
11
Aggregate amount beneficially owned by each reporting person
None
12
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)    X
13
Percent of class represented by amount in row (11)
0.00%
14
Type of reporting person (SEE INSTRUCTIONS)
    HC, CO

 
5
 
CUSIP No. 653339101
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Investors, Inc.                                                                                                                               I.D. No.  13-4007862
 
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)(a)
(b)
3
Sec use only
4
Source of funds (SEE INSTRUCTIONS)
None
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6
Citizenship or place of organization
  New York
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
: 7
:
:
:
Sole voting power
None
: 8
:
:
:
Shared voting power
None
: 9
:
:
:
Sole dispositive power
None
:10
:
:
:
Shared dispositive power
None
11
Aggregate amount beneficially owned by each reporting person
None
12
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
13
Percent of class represented by amount in row (11)
0.00%
14
Type of reporting person (SEE INSTRUCTIONS)
    HC, CO

 
6
 
CUSIP No. 653339101
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Mario J. Gabelli
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)                                                                                                                                           (a)(a)
(b)
3
Sec use only
4
Source of funds (SEE INSTRUCTIONS)
None
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
6
Citizenship or place of organization
   USA
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
: 7
:
:
:
Sole voting power
None
: 8
:
:
:
Shared voting power
None
: 9
:
:
:
Sole dispositive power
None
:10
:
:
:
Shared dispositive power
None
11
Aggregate amount beneficially owned by each reporting person
None
12
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)    X
13
Percent of class represented by amount in row (11)
0.00%
14
Type of reporting person (SEE INSTRUCTIONS)
    IN

 
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Item 1.                                 Security and Issuer
This Amendment No. 2 to Schedule 13D on the Common Stock of Nextest Systems Corporation   (the “Issuer”) is being filed on behalf of the undersigned to amend the Schedule 13D, as amended (the “Schedule 13D”), which was originally filed on  January 14, 2008.   Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D.

Item 2.                                 Identity and Background
This statement is being filed by Mario J. Gabelli (“Mario Gabelli”) and various entities which he
directly or indirectly controls or for which he acts as chief investment officer.  These entities, except for LICT Corporation (“LICT”), engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner of various private investment partnerships.  Certain of these entities may also make investments for their own accounts.
The foregoing persons in the aggregate often own beneficially more than 5% of a class of a particular issuer.  Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive.  In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary.
(a), (b) and (c) - This statement is being filed by one or more of the following persons: GGCP, Inc.  formerly known as Gabelli Group Capital Partners, Inc. (“GGCP”), GAMCO Investors, Inc. formerly known as Gabelli Asset Management Inc. (“GBL”), Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management Inc. formerly known as GAMCO Investors, Inc. (“GAMCO”), Gabelli Advisers, Inc. (“Gabelli Advisers”), Gabelli Securities, Inc. (“GSI”), Gabelli & Company, Inc. (“Gabelli & Company”), MJG Associates, Inc. (“MJG Associates”), Gabelli Foundation, Inc. (“Foundation”), Mario Gabelli, and LICT.  Those of the foregoing persons signing this Schedule 13D are hereafter referred to as the “Reporting Persons”.
GGCP makes investments for its own account and is the parent company of GBL.  GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including those named below.
GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”).  GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others.
GSI, a majority-owned subsidiary of GBL, is an investment adviser registered under the Advisers Act and serves as a general partner or investment manager to limited partnerships and offshore investment companies.  As a part of its business, GSI may purchase or sell securities for its own account.  It is the immediate parent of Gabelli & Company. GSI is the general partner or investment manager of a number of funds or partnerships, including Gabelli Associates Fund, Gabelli Associates Fund II, Gabelli Associates Limited, ALCE Partners, L.P., and Gabelli Multimedia Partners, L.P.  GSI and Marc Gabelli own 45% and 55%, respectively, of Gabelli Securities International Limited (“GSIL”). GSIL provides investment advisory services to offshore funds and accounts.   GSIL is an investment advisor of Gabelli International Gold Fund Limited, Gabelli European Partners, Ltd., and Gabelli Global Partners, Ltd.
Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (“1934 Act”), which as a part of its business regularly purchases and sells securities for its own account.
Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which presently provides discretionary managed account services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The GAMCO Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The GAMCO Global Telecommunications Fund, GAMCO Gold Fund, Inc., The Gabelli Global Multimedia Trust Inc., The GAMCO Global Convertible Securities Fund, Gabelli Capital Asset Fund, GAMCO International Growth Fund, Inc., The GAMCO Global Growth Fund, The Gabelli Utility Trust, The GAMCO Global Opportunity Fund, The Gabelli Utilities Fund, The Gabelli Blue Chip Value Fund, The GAMCO Mathers Fund, The Gabelli Woodland Small Cap Value Fund, The Comstock Capital Value Fund, The Comstock Strategy Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The Gabelli Global Gold, Natural Resources, & Income Trust, The Gabelli Global Deal Fund, and The Gabelli Healthcare & Wellness Rx Trust (collectively, the “Funds”), which are registered investment companies.
Gabelli Advisers, a subsidiary of GBL, is an investment adviser which provides discretionary advisory services to The GAMCO Westwood Mighty Mitessm Fund, The GAMCO Westwood Income Fund and The GAMCO Westwood Small Cap Fund.
MJG Associates provides advisory services to private investment partnerships and offshore funds.  Mario Gabelli is the sole shareholder, director and employee of MJG Associates.   MJG Associates is the Investment Manager of Gabelli International Limited, Gabelli International II Limited, Gabelli Performance Partnership, and Gabelli Fund, LDC.
The Foundation is a private foundation.  Mario Gabelli is the President, a Trustee and the
Investment Manager of the Foundation.
 LICT is a holding company with operating subsidiaries engaged primarily in the rural telephone industry.  LICT actively pursues new business ventures and acquisitions.  LICT makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, reinvesting, or trading in securities.  Mario J. Gabelli is a director, and substantial shareholder of LICT.
Mario Gabelli is the majority stockholder and Chief Executive Officer of GGCP and Chairman and Chief Executive Officer of GBL.  GGCP is the majority shareholder of GBL. GBL, in turn, is the sole stockholder of GAMCO.  GBL is also the majority stockholder of GSI and the largest shareholder of Gabelli Advisers.  Gabelli & Company is a wholly-owned subsidiary of GSI.
The Reporting Persons do not admit that they constitute a group.
GGCP, GBL, GAMCO, and Gabelli & Company are New York corporations and GSI and Gabelli Advisers are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580.  Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580.  MJG Associates is a Connecticut corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830.  The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501.  LICT is a Delaware corporation having its principal place of business at 401 Theodore Fremd Avenue, Rye, New York 10580.
For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, “Covered Persons”), reference is made to Schedule I annexed hereto and incorporated herein by reference.
(f) - Reference is made to Schedule I hereto.

Item 5.                                 Interest In Securities Of The Issuer
Item 5 to Schedule 13D is amended, in pertinent part, as follows:
                              (a) As a result of a tender offer made by NAC Corporation, Teradyne, Inc.’s direct wholly owned subsidiary, the Reporting Persons no longer have beneficial ownership of the Issuer’s shares.
(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.
(e) The Reporting Persons ceased to be beneficial owners of 5% or more of the Issuer’s shares on January 24, 2008.




 
8
 

Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated:                       January 28, 2008

GGCP, INC.
MARIO J. GABELLI



By:/s/ Douglas R. Jamieson                                                                           
     Douglas R. Jamieson
     Attorney-in-Fact



             GABELLI FUNDS, LLC
           



By:/s/ James E. McKee                                                                
     Bruce N. Alpert
     Chief Operating Officer – Gabelli Funds, LLC.





GAMCO ASSET MANAGEMENT INC.
          GAMCO INVESTORS, INC.
  GABELLI SECURITIES, INC.




By:/s/ Douglas R. Jamieson                                                                           
     Douglas R. Jamieson
     President


 
9
 

            Schedule I
                         Information with Respect to Executive
                    Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as follows:

The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.  Unless otherwise specified, the principal employer of each such individual is GAMCO Asset Management, Inc., Gabelli Funds, LLC, Gabelli Securities, Inc., Gabelli & Company, Inc., or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States.  To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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 law or finding any violation with respect to such laws except as reported in Item 2(d) of this Schedule 13D.


 
 
10
 

GGCP, Inc.
Directors:
  
Vincent J. Amabile
               Mario J. Gabelli
Business Consultant
Chief Executive Officer of GGCP, Inc., and GAMCO Investors, Inc.; Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC; Chief Executive Officer of LICT Corporation.
Marc J. Gabelli
Chairman of LGL Corporation
Matthew R. Gabelli
Vice President – Trading
Gabelli & Company, Inc.
One Corporate Center
Rye, New York 10580
Charles C. Baum
               Douglas R. Jamieson
 Secretary & Treasurer
United Holdings Co., Inc.
2545 Wilkens Avenue
Baltimore, MD   21223
See below
Joseph R. Rindler, Jr.
Business Consultant/former Chairman of GAMCO Asset Management Inc.
               Fredric V. Salerno
Chairman; Former Vice Chairman and Chief Financial Officer
Verizon Communications
Vincent Capurso
Vice President Taxes, Barnes & Noble, Inc.
Vincent S. Tese
Former Director GAMCO Investors, Inc. (see below)
   
Officers:
  
Mario J. Gabelli
 Chief Executive Officer and Chief Investment Officer
Michael G. Chieco
Chief Financial Officer, Secretary
   
GAMCO Investors, Inc.
Directors:
  
               Edwin L. Artzt
Raymond C. Avansino
              Richard L. Bready
Former Chairman and Chief Executive Officer
Procter & Gamble Company
900 Adams Crossing
Cincinnati, OH 45202
Chairman & Chief Executive Officer
E.L. Wiegand Foundation
Reno, NV
Chairman and Chief Executive Officer
Nortek, Inc.
50 Kennedy Plaza
Providence, RI 02903
Mario J. Gabelli
               John D. Gabelli
See above
Senior Vice President
   
               Eugene R. McGrath
Former Chairman and Chief Executive Officer
Consolidated Edison, Inc.
               Robert S. Prather
President & Chief Operating Officer
Gray Television, Inc.
4370 Peachtree Road, NE
Atlanta, GA 30319
Officers:
  
Mario J. Gabelli
Chairman and Chief Executive Officer
Douglas R. Jamieson
Henry G. Van der Eb
Diane LaPointe
Kieran Caterina
President and Chief Operating Officer
Senior Vice President
Acting Co-Chief Financial Officer
Acting Co-Chief Financial Officer
   
GAMCO Asset Management Inc.
Directors:
  
Douglas R. Jamieson
Regina M. Pitaro
William S. Selby
  
Officers:
  
Mario J. Gabelli
Chief Investment Officer – Value Portfolios
   
Douglas R. Jamieson
John Piontkowski
               Chistopher J. Michailoff
President
Chief Operating Officer & Chief Financial Officer
General Counsel and Secretary
Gabelli Funds, LLC
Officers:
  
Mario J. Gabelli
Chief Investment Officer – Value Portfolios
Bruce N. Alpert
Executive Vice President and Chief Operating Officer
Gabelli Advisers, Inc.
Directors:
  
Bruce N. Alpert
               Douglas R. Jamieson
See above
See above
Officers:
  
Bruce N. Alpert
Chief Operating Officer
Gabelli Securities, Inc.
  
Directors:
  
Robert W. Blake
President of W. R. Blake & Sons, Inc.
196-20 Northern Boulevard
Flushing, NY   11358
Douglas G. DeVivo
General Partner of ALCE Partners, L.P.
One First Street, Suite 16
Los Altos, CA   94022
               Douglas R. Jamieson
President and Chief Operating Officer

Officers:
  
Douglas R. Jamieson
               Christopher J. Michailoff
               Kieran Caterina
See above
Secretary
Chief Financial Officer
Gabelli & Company, Inc.
Directors:
  
James G. Webster, III
Chairman & Interim President
Irene Smolicz
Senior Trader
Gabelli & Company, Inc.
Officers:
  
James G. Webster, III
Chairman & Interim President
Bruce N. Alpert
Vice President - Mutual Funds
   
LICT Corporation
401 Theodore Fremd Avenue Rye, NY 10580
  
Directors:
  
Mario J. Gabelli
See above - GGCP, Inc.
Glenn Angelillo
P.O. Box 128
New Canaan, CT 06840
              Alfred W. Fiore
The Ross Companies
1270 Avenue of the Americas
New York, NY 10020-1703
Salvatore Muoio
Principal
S. Muoio & Co., LLC
Suite 406
509 Madison Ave.
New York, NY 10022
Gary L. Sugarman
Chief Executive Officer
Richfield Associates
400 Andrews Street
Rochester, NY 14604
Officers:
  
Mario J. Gabelli
Chairman
Robert E. Dolan
Interim President and Chief Executive Officer,
Chief Financial Officer
Thomas J. Hearity
General Counsel




 
11
 


 
12
 

                                   SCHEDULE II
                            INFORMATION WITH RESPECT TO
                 TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
                 SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
                                   SHARES PURCHASED        AVERAGE
                        DATE            SOLD(-)             PRICE(2)
 COMMON STOCK-NEXTEST SYSTEMS CORPORATION
          GAMCO ASSET MANAGEMENT INC.
                       1/24/08          296,500-           20.0000
          GABELLI SECURITIES, INC.
          
              GABELLI ASSOCIATES LTD
                       1/25/08              108-           20.0000
                       1/24/08          149,000-           20.0000
              GABELLI ASSOCIATES FUND II
                       1/24/08           13,000-           20.0000
              GABELLI ASSOCIATES FUND
                       1/24/08          196,561-           20.0000
           GABELLI FUNDS, LLC.
               THE GABELLI GLOBAL DEAL FUND
                       1/24/08          743,200-           20.0000
               GABELLI ABC FUND
                       1/24/08          426,400-           20.0000
                 
(1) THE DISPOSITIONS ON 01/24/08 WERE IN CONNECTION WITH THE
    
TENDER OFFER DESCRIBED IN ITEM 5 OF THIS AMENDMENT TO
    
SCHEDULE 13D. UNDER THE TERMS OF THE TENDER OFFER, THE ISSUER'S
  
SHAREHOLDERS RECEIVED $20.00 IN CASH FOR EACH SHARE OF ISSUER'S
  
COMMON STOCK.  UNLESS OTHERWISE INDICATED, ALL OTHER TRANSACTIONS
  
WERE EFFECTED ON THE NASDAQ STOCK MARKET.
      
                 
(2) PRICE EXCLUDES COMMISSION.
          

 
13