<PAGE> 1
As filed with the Securities and Exchange Commission on January 30, 1995
REGISTRATION STATEMENT NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
DYNATECH CORPORATION
(Exact name of Registrant as specified in its charter)
Massachusetts 04-2258582
(State of incorporation) (I.R.S. Employer Identification Number)
3 NEW ENGLAND EXECUTIVE PARK
BURLINGTON, MASSACHUSETTS 01803-5087
(617) 272-6100
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
DYNATECH CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK COMPENSATION PLAN
(Full Title of the Plan)
JOHN F. RENO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DYNATECH CORPORATION
3 NEW ENGLAND EXECUTIVE PARK
BURLINGTON, MASSACHUSETTS 01803-5087
(617) 272-6100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------
With copies to:
EDWARD T. O'DELL, P.C.
GOODWIN, PROCTER & HOAR
EXCHANGE PLACE
53 STATE STREET
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
<TABLE>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
Being Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock . . . . . 100,000 shares $34.875(2) $3,487,500 $1,203
<FN>
(1) Plus such additional number of shares as may be required pursuant to the Non-Employee Directors' Stock Compensation
Plan (the "Plan") in the event of a stock dividend, reverse stock split, split-up, recapitalization or other similar
event or forfeited under the terms of the Plan.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended (the "Securities
Act"), solely for purposes of determining the registration fee and is based upon the market value of outstanding
shares of Dynatech Corporation Common Stock on January 26, 1995, utilizing the average of the high and low sale
prices reported on the NASDAQ National Market System on that date.
========================================================================================================================
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
Dynatech Corporation (the "Company") hereby incorporates by reference
the documents listed in (a) through (d) below, which have previously been filed
with the Securities and Exchange Commission.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1994, filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(b) All other reports filed since March 31, 1994 pursuant to
Section 13(a) or 15(d) of the Exchange Act;
(c) The Proxy Statement for the Company's annual meeting of
stockholders held on July 26, 1994, mailed to stockholders on
or about June 17, 1994; and
(d) The description of the Company's Common Stock contained in its
registration statement, filed with the Securities and Exchange
Commission under Section 12 of the Exchange Act, and any
amendments or reports filed for the purpose of updating such
description.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a) and 13(c),
Section 14 and Section 15(d) of the Exchange Act prior to the filing of a
post-effective amendment hereto that indicates that all securities offered
hereunder have been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof 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.
-----------------------------------------
Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides that a corporation may indemnify any director or officer
(among others) except as to any matter as to which he or she is adjudicated in
any proceeding not to have acted in good faith in the reasonable belief that
his or her action was in the best interests of the corporation. Section 67
further provides that a corporation has the power to purchase and maintain
insurance policies on behalf of any such officer or director against liability
incurred by him or her in such capacity or arising out of his or her status as
such, whether or not the corporation has the power to indemnify such officer or
director against such liability.
The Restated Articles of Organization of Dynatech, as amended (the
"Articles of Organization") provide that directors and officers of Dynatech
shall be indemnified by Dynatech for all expenses incurred by them in
connection with any proceeding in which they are involved as a result of
serving or having served as a director or officer of Dynatech or of any other
organization at Dynatech's direction; provided that no indemnification shall be
provided to a director or officer with respect to a matter as to which it
shall have been adjudicated in any proceeding that he did not act in good faith
in the reasonable belief that his action was in the best interests of Dynatech.
As to any matter disposed of by a compromise payment by the party seeking
indemnification, pursuant to a consent decree or otherwise, no indemnification
shall be paid unless such compromise is approved by a majority of directors who
are not parties to the subject proceeding, by legal counsel in a written
opinion, or by a majority of stockholders present in person or by proxy at a
meeting at which a quorum is present. The provisions of the Articles of
Organization of Dynatech do not limit any lawful rights to indemnification
existing independently of such provisions.
As permitted by Massachusetts law, the Articles of Organization
provide that a director of Dynatech will not be personally liable to Dynatech
or its stockholders for monetary damages arising out of the director's breach
of his or her fiduciary duty, except to the extent that the Massachusetts
Business Corporation Law ("MBCL") does not permit exemption from such
liability. Currently, the MBCL provides that a director remains potentially
liable for monetary damages for (i)
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any breach of the director's duty of loyalty to Dynatech or its stockholders,
(ii) any acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law, (iii) any improper payment of a
dividend, improper repurchase of Dynatech's stock, or certain loans to
directors and officers of Dynatech in violation of Section 61 or 62 of MBCL, or
(iv) any transaction from which a director derives an improper benefit.
Dynatech has purchased directors' and officers' liability insurance,
which insures against certain losses arising from claims against directors or
officers of Dynatech by reason of certain acts, including a breach of duty,
neglect, error, misstatement, misleading statement, omission or other act done
or wrongfully attempted or any of the foregoing so alleged by any claimant or
any claim against an officer or director of Dynatech solely by reason of his
being such officer or director.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibit Description
- ------- -----------
4.1 Dynatech Corporation Non-Employee Directors' Stock Compensation Plan
5.1 Opinion of Goodwin, Procter & Hoar as to the legality of the
securities being registered
23.1 Consent of Coopers & Lybrand, Independent Accountants
23.2 Consent of Goodwin, Procter & Hoar (included in Exhibit 5.1 of
this registration statement)
24 Powers of Attorney (included on page 5 of this registration statement)
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) 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;
(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; and
(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)(1)(i) and (a)(1)(ii) herein
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 undersigned registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to
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<PAGE> 4
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bonafide offering
thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act 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 Securities 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
or 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 Securities Act
and will be governed by the final adjudication of such issue.
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<PAGE> 5
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 City of Boston, Commonwealth of Massachusetts, on
January 26, 1994.
DYNATECH CORPORATION
By: /s/ John F. Reno
-------------------------------------
John F. Reno
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Dynatech Corporation hereby severally constitute John F. Reno,
Robert H. Hertz and Edward T. O'Dell, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the Registration
Statement filed herewith and any and all amendments to said Registration
Statement, and generally to do all such things in our names and in our
capacities as officers and directors to enable Dynatech Corporation to comply
with the provisions of the Securities Act of 1933 and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Richard K. Lochridge Chairman of the Board January 26, 1995
- ---------------------------------------------
RICHARD K. LOCHRIDGE and Director
/s/ John F. Reno President, Chief Executive January 26, 1995
- ---------------------------------------------
JOHN F. RENO Officer and Director
/s/ Robert H. Hertz Chief Financial Officer and Treasurer January 26, 1995
- ---------------------------------------------
ROBERT H. HERTZ (Principal Financial Officer)
/s/ John C. Maag Corporate Controller January 26, 1995
- ---------------------------------------------
JOHN C. MAAG (Principal Accounting Officer)
/s/ Theodore Cohn Director January 26, 1995
- ---------------------------------------------
THEODORE COHN
/s/ James B. Hangstefer Director January 26, 1995
- ---------------------------------------------
JAMES B. HANGSTEFER
/s/ Warren A. Law Director January 26, 1995
- ---------------------------------------------
WARREN A. LAW
Director January __, 1995
- ---------------------------------------------
PAULA STERN
/s/ O. Gene Gabbard Director January 26, 1995
- ---------------------------------------------
O. GENE GABBARD
/s/ William R. Cook Director January 26, 1995
- ---------------------------------------------
WILLIAM R. COOK
/s/ Robert G. Paul Director January 26, 1995
- ---------------------------------------------
ROBERT G. PAUL
</TABLE>
5
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<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit No. Description Page*
- ---------- ----------- ----
<S> <C> <C>
4.1 Dynatech Corporation Non-Employee Directors'
Stock Compensation Plan
5.1 Opinion of Goodwin, Procter & Hoar as to the legality
of the securities being registered
23.1 Consent of Coopers & Lybrand
23.2 Consent of Goodwin, Procter & Hoar (included in
Exhibit 5 of this registration statement)
24 Powers of Attorney (included on page 5 of this
registration statement)
______________________________
<FN>
* Refers to sequentially numbered copy.
</TABLE>
6
<PAGE> 1
EXHIBIT 4.1
DYNATECH CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK COMPENSATION PLAN
I. INTRODUCTION
The Dynatech Corporation Non-Employee Directors' Stock Compensation
Plan (the "Plan"), effective October 1, 1994, specifies the compensation to be
paid by Dynatech Corporation (the "Company") in shares of Common Stock of the
Company ("Stock") for services performed by the members of its Board of
Directors who are not employees of the Company ("Non-Employee Directors"). The
Plan permits a Non-Employee Director to defer receipt of all or any part of the
compensation payable to him under the Plan.
II. ADMINISTRATION
The Plan shall be administered by the Compensation Committee of the
Board of Directors of the Company (the "Committee"). The Committee shall have
complete discretion and authority with respect to the Plan and its application,
except as expressly limited by the Plan.
III. ELIGIBILITY
All Non-Employee Directors are eligible to participate in the Plan.
IV. STOCK RETAINERS
Subject to the availability of shares under Article VI, each
Non-Employee Director shall be entitled to receive a quarterly retainer of 200
shares of Stock, augmented by each of the following amounts for which he
qualifies: for service as a member of the Executive Committee, 100 shares of
Stock; and for service as Chairman of each Committee other than the Executive
Committee, 50 shares of Stock. Except to the extent deferred under Article V,
retainers shall be paid, in shares of Stock, on the first day of each calendar
quarter.
<PAGE> 2
V. DEFERRAL OF STOCK RETAINER
A. ELECTION TO DEFER. A Non-Employee Director may elect in
advance to defer the receipt of some or all of each quarterly Stock retainer.
To make such an election, the Non-Employee Director must execute and deliver to
the Committee an election form specifying the percentage of his Stock retainers
he wishes to defer. Unless otherwise approved by the Committee, any election
under this paragraph shall apply only to Stock retainers that are both (i)
payable more than six (6) months after receipt and acceptance of such election
by the Company and (ii) earned in quarters beginning on or after the start of
the next calendar year after such receipt and acceptance. An election shall
remain in effect from year to year, until a revocation or new election becomes
effective. A Non-Employee Director may revoke his deferral election with
respect to Stock retainers that are payable more than six (6) months after
receipt and acceptance by the Company of his written revocation.
B. DEFERRED STOCK ACCOUNT. As of the first day of each calendar
quarter, a Non-Employee Director's deferred Stock account ("Account") shall be
credited with a number of whole shares of Stock determined by multiplying his
elective deferral percentage by the number of shares in his Stock retainer for
the quarter and dropping any fraction of a share.
C. DIVIDEND EQUIVALENT AMOUNTS. Subject to the availability of
shares under Article VI, whenever dividends (other than dividends payable only
in shares of Stock) are paid with respect to Stock, each Account shall be
credited with a number of whole and fractional shares of Stock determined by
multiplying the dividend value per share by the Stock balance of the Account on
the record date and dividing the result by the fair market
2
<PAGE> 3
value of a share of Stock on the dividend payment date. For this purpose,
"fair market value" of a share of Stock on any given date shall mean the
last reported sale price at which Stock is traded on such date, or if no Stock
is traded on such date, the most recent date on which Stock was reflected on
the NASDAQ National Market System, or if applicable, any other national stock
exchange on which Stock is traded.
D. PERIOD OF DEFERRAL. Each Non-Employee Director making an
election pursuant to Paragraph V.A shall specify the deferral period applicable
to his Account. Such period shall be either (i) a specified number of years,
not fewer than five (5), after the date such specification is made by the
Non-Employee Director or (ii) until the Non-Employee Director's termination of
membership on the Board of Directors of the Company.
E. DESIGNATION OF BENEFICIARY. A Non-Employee Director may
designate one or more beneficiaries to receive payments from his Account in the
event of his death. A designation of beneficiary shall apply to a specified
percentage of a Non-Employee Director's entire interest in his Account. Such
designation, or any change therein, must be in writing and shall be effective
upon receipt by the Company. If there is no effective designation of
beneficiary, or if no beneficiary survives the Non-Employee Director, the
estate of the Non-Employee Director shall be deemed to be the beneficiary. All
payments to a beneficiary or estate shall be made in a lump sum in shares of
Stock, with any fractional share paid in cash.
F. PAYMENT. All amounts credited to a Non-Employee Director's
Account shall be paid in shares of Stock to the Non-Employee Director, or his
designated beneficiary (or beneficiaries) or estate, (i) in a lump sum at the
end of the deferral period determined by the deferral election in effect for
the Account or (ii) at the Non-Employee Director's prior election, in annual
installments over a period of up to ten (10) years; provided, however, that
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fractional shares shall not be paid but shall be aggregated with the next
installment, if any, payable from the Account or otherwise shall be paid in
cash. Notwithstanding the foregoing, in the event of a Change in Control, all
Accounts under the Plan shall become immediately payable in a lump sum.
G. CHANGE IN CONTROL. "Change in Control" shall mean the
occurrence of any one of the following events:
(i) when, without the prior approval of the Prior
Directors of the Company, any Person is or becomes the
"beneficial owner" (as defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act"), and
the rules and regulations promulgated thereunder), together
with all "affiliates" and "associates" (as such terms are used
in Rule 12b-2 of the rules and regulations promulgated under
the Act) of such Person, directly or indirectly, of 25% or
more of the outstanding Stock;
(ii) the failure of the Prior Directors to constitute a
majority of the Board of Directors of the Company at any time within
the two years following any Electoral Event; or
(iii) any other event that the Prior Directors shall determine
constitutes an effective change in the control of the Company.
For purposes of the above definition, the following terms shall have the
indicated meanings: "Electoral Event" means any contested election of
Directors of the Company, or any tender or exchange offer for the Stock, not
approved by the Prior Directors, by any Person other than the Company or a
Subsidiary; "Person" shall include any natural person, any entity, any
"affiliate" (as such term is defined in Rule 405 promulgated under the
Securities Act of
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1933, as amended) of any such natural person or entity and any "group" (within
the meaning of such term in Rule 13d-5 promulgated under the Act); "Prior
Directors" means the Directors in office immediately prior to any Electoral
Event (or, if there has been no Electoral Event, the Directors in office on
October 1, 1994) and any future Director who has been nominated or elected by a
majority of the Prior Directors who are then members of the Board of Directors;
and "Subsidiary" means any corporation or other entity (other than the Company)
in any unbroken chain of corporations or other entities beginning with the
Company if each of the corporations or entities (other than the last
corporation or entity in the chain) owns stock or other interests possessing
50% or more of the total combined voting power of all classes of stock or other
interests in one of the other corporations or entities in the chain.
VI. SHARES ISSUABLE; ADJUSTMENTS
A. SHARES ISSUABLE. The aggregate maximum number of shares of
Stock reserved and available for issuance under the Plan shall be 100,000
shares subject to the Plan are authorized but unissued shares or shares that
were once issued and subsequently reacquired by the Company.
B. ADJUSTMENTS. In the event of a stock dividend, stock split or
similar change in capitalization affecting the Stock, the Committee shall make
appropriate adjustments in (i) the number and kind of shares of Stock or
securities on which Stock retainers and dividend equivalents ("Stock Awards")
shall thereafter be granted, and (ii) the number and kind of shares remaining
subject to outstanding Stock Awards (including shares credited to a
Non-Employee Director's Account). In the event of any merger, consolidation,
dissolution or liquidation of the Company, the Committee in its sole discretion
may, as to any
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outstanding Stock Awards, make such substitution or adjustment in the aggregate
number of shares reserved for issuance under the Plan and the number of shares
subject to such Stock Awards as it may determine and as may be permitted by the
terms of such transaction, or amend or terminate such Stock Awards upon such
terms and conditions as it shall provide (which, in the case of the termination
of any Stock Award, shall require payment or other consideration which the
Committee deems equitable in the circumstances).
VII. AMENDMENT OR TERMINATION OF PLAN
The Company reserves the right to amend or terminate the Plan at any
time, by action of its Board of Directors, provided that no such action shall
adversely affect a Non-Employee Director's right to receive compensation earned
before the date of such action or his rights under the Plan with respect to
amounts credited to his Account before the date of such action, and provided,
further, that following approval of the Plan by the Company's shareholders, (i)
the provisions of the Plan governing eligibility for and amount, price and
timing of Stock Awards may not be amended more than once every six (6) months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder, and (ii) to the extent
required by the Act to ensure that Stock Awards are exempt under Rule 16b-3
promulgated under the Act, Plan amendments shall be subject to approval by the
Company's shareholders.
VIII. MISCELLANEOUS PROVISIONS
A. NO DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The
Committee may require each person acquiring shares of Stock pursuant to a Stock
Award to represent to and agree with the Company in writing that such person is
acquiring the shares without a view to distribution thereof. No shares of
Stock shall be issued pursuant to a Stock Award until all
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<PAGE> 7
applicable securities law and other legal and stock exchange requirements have
been satisfied. The Committee may require the placing of such stop-orders and
restrictive legends on certificates for Stock and Stock Awards as it deems
appropriate.
B. NOTICES; DELIVERY OF STOCK CERTIFICATES. Any notice required
or permitted to be given by the Company or the Committee pursuant to the Plan
shall be deemed given when personally delivered or deposited in the United
States mail, registered or certified, postage prepaid, addressed to the
Non-Employee Director at the last address shown for the Non-Employee Director
on the records of the Company. Delivery of stock certificates to persons
entitled to receive payments under the Plan shall be deemed effected for all
purposes when the Company or a share transfer agent of the Company shall have
deposited such certificates in the United States mail, addressed to such person
at his last known address on file with the Company.
C. NONTRANSFERABILITY OF RIGHTS. During a Non-Employee
Director's lifetime, any payment under the Plan shall be made only to him. No
sum or other interest under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, and any attempt by a Non-Employee Director or any beneficiary under the
Plan to do so shall be void. No interest under the Plan shall in any manner be
liable for or subject to the debts, contracts, liabilities, engagements or
torts of a Non-Employee Director or beneficiary entitled thereto.
D. COMPANY'S OBLIGATIONS TO BE UNFUNDED AND UNSECURED. The
Accounts maintained under the Plan shall at all times be entirely unfunded, and
no provision shall at any time be made with respect to segregating assets of
the Company (including Stock) for payment of any amounts hereunder. No
Non-Employee Director or other person shall have any interest in any particular
assets of the Company (including Stock) by reason of the right to receive
payment under the Plan, and any Non-Employee Director or other person shall
have
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<PAGE> 8
only the rights of a general unsecured creditor of the Company with respect to
any rights under the Plan.
E. GOVERNING LAW. The terms of the Plan shall be governed,
construed, administered and regulated in accordance with the laws of the
Commonwealth of Massachusetts. In the event any provision of this Plan shall
be determined to be illegal or invalid for any reason, the other provisions
shall continue in full force and effect as if such illegal or invalid provision
had never been included herein.
F. EFFECTIVE DATE OF PLAN. The Plan shall become effective as of
October 1, 1994, subject to approval by the holders of a majority of the shares
of Capital Stock of the Company present or represented and entitled to vote at
a meeting of the shareholders.
8
<PAGE> 1
EXHIBIT 5.1
GOODWIN, PROCTER & HOAR
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
January 26, 1995
Dynatech Corporation
3 New England Executive Park
Burlington, MA 01803
Re: Registration under the Securities Act of 1933 on Form S-8 of 100,000
shares of Common Stock to be issued and sold pursuant to the
Dynatech Corporation Non-Employee Directors' Stock Compensation Plan
--------------------------------------------------------------------
Ladies and Gentlemen:
This opinion relates to an aggregate of 100,000 shares of Common
Stock, par value $0.20 per share (the "Stock"), of Dynatech Corporation, a
Massachusetts corporation (the "Company"), which are the subject matter of a
registration statement (the "Registration Statement") to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"). The Stock is to be issued pursuant to options granted under the
Dynatech Corporation Non-Employee Directors' Stock Compensation Plan (the
"Plan").
We have acted as counsel to the Company in connection with the
Registration Statement. In that connection, we have examined the originals, or
copies certified or otherwise identified to our satisfaction, of the following:
(a) the Restated Articles of Organization of the Company, as amended; (b) the
By-laws of the Company, as amended; (c) the records of certain meetings of the
Board of Directors of the Company; (d) a copy of the Plan; and (e) the
Registration Statement including all exhibits thereto. In our examination we
have assumed the genuineness of all signatures, the legal capacity of all
natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, and the authenticity of the originals of
such copies.
<PAGE> 2
GOODWIN, PROCTER & HOAR
Dynatech Corporation
January 26, 1995
Page 2
For the purposes of this opinion we assume that the issuance and sale
of the Stock will be made in the manner and upon the terms set forth in the
Plan and the Registration Statement.
Based on and subject to the foregoing, we are of the opinion that:
(1) the Company is a duly organized and validly existing
corporation under the laws of the Commonwealth of
Massachusetts; and
(2) the Stock when issued and sold in accordance with the Plan
will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar
GOODWIN, PROCTER & HOAR
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Dynatech Corporation on Form S-8 of our reports dated May 23,
1994, on our audits of the consolidated financial statements and financial
statement schedules of Dynatech Corporation as of March 31, 1994 and 1993, and
for each of the three years in the period ended March 31, 1994, which reports
are included in the Annual Report on Form 10-K of Dynatech Corporation for the
year ended March 31, 1994.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 26, 1995
