As filed with the Securities and Exchange Commission on September 11, 1995
Registration Statement No. 33-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-3
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)
Three New England Executive Park
Burlington, Massachusetts 01803
(617) 272-6100
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
-------------------------------
Robert H. Hertz
Treasurer and Chief Financial Officer
DYNATECH CORPORATION
3 New England Executive Park
Burlington, Massachusetts 01803
(617) 272-6100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
Copy to:
Edward T. O'Dell, Jr., P.C.
GOODWIN, PROCTER & HOAR
Exchange Place, 53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.|_|
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this form is used to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act Registration Statement number of the earlier effective
registration statement for the same offering.|_|
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective registration statement
for the same offering.|_|
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box.|_|
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
Title of Shares to be Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Registered (1) Registered Price Per Unit(2) Aggregate Offering Price Registration Fee
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 688,096 $20.00 $13,761,920 $4,746
$0.20 per share
=============================================================================================================================
</TABLE>
(1) This Registration Statement also relates to the Rights to purchase
shares of Series A Junior Participating Cumulative Preferred Stock of
Dynatech Corporation which are attached to all shares of Common Stock
outstanding as of, and issued subsequent to, March 3, 1989, pursuant to
the terms of Dynatech Corporation's Shareholder Rights Agreement dated
as of February 16, 1989, as amended and restated as of March 12, 1990.
Until the occurrence of certain prescribed event, the Rights are not
exercisable, are evidenced by the certificates for the Common Stock and
will be transferred with and only with such stock.
(2) This estimate is made pursuant to Rule 457(c) under the Securities Act
of 1933, as amended (the "Securities Act"), solely for the purpose of
determining the amount of the registration fee and is based upon the
market value of outstanding shares of Dynatech Corporation's Common
Stock on September 5, 1995, utilizing the average of the high and low
sales prices reported on the NASDAQ National Market System on that date.
--------------------------------------------------------------------------------
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL NOR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 1995
PRELIMINARY PROSPECTUS
688,096 Shares
DYNATECH
CORPORATION
Common Stock
---------------
All of the shares (the "Shares") of common stock, $0.20 par value per
share (the "Common Stock"), of Dynatech Corporation ("Dynatech" or the
"Company") offered hereby are being registered for the account of a certain
stockholder of Dynatech named herein (the "Selling Stockholder"). See "Plan of
Distribution" and "Selling Stockholder."
The Selling Stockholder, directly or through agents, dealers or
underwriters designated from time to time, may sell all or a portion of the
Shares offered hereby from time to time on terms to be determined at the time of
sale. The Selling Stockholder reserves the sole right to accept and, together
with such Selling Stockholder's agents, dealers or underwriters from time to
time, to reject, in whole or in part, any proposed purchase of Shares to be made
directly or through agents, dealers or underwriters.
The aggregate proceeds to the Selling Stockholder from the sale of the
Shares offered hereby (the "Offering") will be the purchase price of the Shares
sold less the aggregate agents' commissions and underwriters' discounts, if any.
The Company will pay all of the expenses of the Offering other than agents' and
brokers' commissions, underwriters' discounts and transfer taxes, if any. The
Company will not receive any direct proceeds from the sale of the Shares offered
hereby by the Selling Stockholder. See "Selling Stockholder."
The Selling Stockholder and any agents, dealers or underwriters that
participate with the Selling Stockholder in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), in which case any commissions received by
such agents, dealers or underwriters and any profit on the resale of the Shares
purchased by them may be deemed underwriting commissions or discounts under the
Securities Act.
The Common Stock is listed on the NASDAQ National Market System under the
symbol "DYTC."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------------
THE ATTORNEY GENERAL OF THE STATE OF NEW
YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
The date of this Prospectus is September , 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and proxy statements and other information
with the Securities and Exchange Commission (the "SEC" or "Commission"). Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
Regional Offices at 7 World Trade Center, 13th Floor, New York, New York 10048,
and Northwestern Atrium Center, 500 W. Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and copies may be obtained at the prescribed rates from the
Public Reference Section of the Commission at its principal office in
Washington, D.C. In addition, the Shares are listed on the NASDAQ National
Market System, and such materials can be inspected and copied at the NASDAQ
National Market System, 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference the documents listed in (a)
through (d) below, which have previously been filed with the Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1995 and the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995;
(b) The description of the Common Stock contained in the
Company's registration statement for such class of securities filed with
the Commission pursuant to Section 12 of the Exchange Act, and any
amendments or reports filed for the purpose of updating such
description;
(c) The description of the Company's Rights to purchase the
Company's Series A Junior Participating Cumulative Preferred Stock
contained in the Registration Statement on Form 8-A dated February 21,
1989, and any amendments or reports filed for the purpose of updating
such description; and
(d) The Company's Current Report on Form 8-K dated September 7,
1995.
In addition, all documents subsequently filed with the Commission by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which 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.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any subsequently
filed document which also is incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.
THE COMPANY
The Company is a Massachusetts corporation incorporated in 1959. The
Company supplies products worldwide for the support of voice, video, and data
communications. The Company's principal executive office is located at 3 New
England Executive Park, Burlington, Massachusetts 01803 and its telephone number
at that location is (617) 272-6100.
SELLING STOCKHOLDER
All of the Shares offered hereby are being registered for the account of
Harris-Bowman Enterprises, Inc. (formerly known as Virginia Tele-Path
Industries, Inc.), a Virginia corporation and a stockholder of the Company (the
"Selling Stockholder"). To the best of the Company's knowledge the Shares
offered hereby constitute all of the shares of Common Stock beneficially owned
by the Selling Stockholder, and approximately 3.8% of the total outstanding
shares of Common Stock of the Company as of September 5, 1995. If all of the
Shares offered hereby are sold, to the best of the Company's knowledge the
Selling Stockholder will no longer beneficially own any shares of Common Stock
of the Company. There can be no assurance that all or any of the Shares offered
hereby will be sold.
The Selling Stockholder acquired the Shares from the Company on September
1, 1995 pursuant to an Asset Purchase Agreement dated as of August 23, 1995 by
and among Dynatech Communications, Inc., an indirect subsidiary of the Company
("DCI"), the Company, the Selling Stockholder and all of the stockholders of the
Selling Stockholder (the "Asset Purchase Agreement"), pursuant to which DCI and
the Company acquired and assumed the business and certain of the assets and
liabilities of the Selling Stockholder (the "Acquisition") for consideration
consisting of the Shares and cash. The Asset Purchase Agreement provides for the
following adjustments to be made to the cash portion of the consideration paid
to the Selling Stockholder under the Asset Purchase Agreement. If the Selling
Shareholder sells any of the Shares prior to December 1, 1995 (all such Shares
sold prior to such date being hereinafter referred to as the "Liquidated
Shares") and the net proceeds (after payment of all agents' and brokers'
commissions, underwriters' discounts and transfer taxes) received by
2
<PAGE>
the Selling Stockholder from the sale of the Liquidated Shares exceeds $19.91
per share, the cash portion of the consideration paid to the Selling
Stockholder under the Asset Purchase Agreement is to be reduced by the amount of
such excess and the Selling Stockholder is required to refund such excess to the
Company. Alternatively, if the net proceeds received by the Selling Stockholder
from the sale of the Liquidated Shares is less than $19.91 per share, the cash
portion of the consideration paid to the Selling Stockholder under the Asset
Purchase Agreement is to be increased by the amount of such difference and the
Company is required to pay such difference to the Selling Stockholder.
The aggregate proceeds to the Selling Stockholder from the sale of the
Shares offered hereby will be the purchase price of the Shares sold less the
aggregate agents' commissions and underwriters' discounts, if any. The Company
will pay all of the expenses of the Offering other than agents' and brokers'
commissions, underwriters' discounts and transfer taxes, if any. The Company
will not receive any direct proceeds from the sale of the Shares offered hereby.
SECURITIES TO BE OFFERED
The securities offered hereby consist of shares of the Company's Common
Stock, par value $0.20 per share. The Common Stock is traded on the
over-the-counter market and has been quoted through the National Association of
Securities Dealers Automated Quotation National Market System (NASDAQ Symbol:
DYTC) since January 1974.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold by the Selling Stockholder from
time to time, subject to certain volume and timing restrictions more fully
described below, on the NASDAQ National Market System through one or more
brokers, underwriters, dealers or agents acceptable to the Company on terms to
be determined by the Selling Stockholder at the time of such sales. The Selling
Stockholder may also make private sales through brokers, underwriters, dealers
or agents acceptable to the Company. Such brokers, underwriters, dealers or
agents may receive consideration in the form of discounts and commissions which
may be in excess of ordinary brokerage commissions and which may be paid by the
Selling Stockholder and/or the purchasers of the Shares offered hereby for whom
such brokers, underwriters, dealers or agents may act. The Selling Stockholder
and any brokers, dealers or agents that participate in the distribution of the
Shares offered hereby may be deemed to be "underwriters" as defined in the
Securities Act, and any profit on the sale of such Shares offered hereby by them
and any discounts, commissions or concessions received by any such brokers,
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. The aggregate proceeds to the Selling Stockholder from
sales of the Shares offered by the Selling Stockholder hereby will be the
purchase price of such Common Stock less all agents' and brokers' commissions,
underwriters' discounts and transfer taxes, if any.
The Shares offered hereby may also be sold from time to time subject to
certain volume and timing restrictions more fully described below, in one or
more transactions at a fixed offering price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices. In order to
comply with the securities laws of certain states, if applicable, the Shares
offered hereby will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states Shares may not be
sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is
available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Common Stock offered hereby may not
simultaneously engage in market making activities with respect to the Common
Stock for a period of two business days prior to the commencement of such
distribution. Without limiting the foregoing, the Selling Stockholder also will
be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Rules 10b-2, 10b-6 and
10b-7, which may limit the timing of purchases and sales of the Company's Common
Stock by the Selling Stockholder.
In accordance with the terms of the Asset Purchase Agreement, the
Selling Stockholder has deposited 150,678 of the Shares with an escrow agent to
be held for one year as security for the Selling Stockholder's obligations to
the Company and DCI under the Asset Purchase Agreement, and the Selling
Stockholder has agreed not to sell any of these Shares prior to September 1,
1997. In addition, the Asset Purchase Agreement provides that the Selling
Stockholder and all brokers, dealers and agents retained by the Selling
Stockholder shall not sell (i) more than an aggregate of 50,000 of the Shares
during any calendar day or (ii) more than an aggregate of 150,000 of the Shares
during any calendar week, except in connection with sales of a "block" of the
Shares (as such term is defined in Rule 10b-18 under the Exchange Act).
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company, the Company 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 of 1933 and is, therefore, unenforceable.
3
<PAGE>
--------------------------------------------------------------------------------
No person has been authorized in connection with the offering made hereby to
give any information or to make any representation not contained in this
Prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by the Company, the Selling Stockholder or
any other person. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby to any
person or by anyone in any jurisdiction in which it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information contained herein is correct as of any date subsequent to the date
hereof.
---------------------------
TABLE OF CONTENTS
Page
Available Information.......................... 2
Incorporation of Certain
Documents by Reference....................... 2
The Company.................................... 2
Selling Stockholder............................ 2
Securities to be Offered....................... 3
Plan of Distribution........................... 3
--------------------------------------------------------------------------------
688,096 Shares
DYNATECH
CORPORATION
Common Stock
---------------------------
PROSPECTUS
---------------------------
September , 1995
--------------------------------------------------------------------------------
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered are set forth in the following table (all amounts
except the registration fee are estimated):
<TABLE>
<S> <C>
Registration fee ..................................... $ 4,746
Legal fees and expenses .............................. 7,500
Accountants' fees and expenses ....................... 3,000
Miscellaneous ........................................ 1,754
-------
Total ...................................... $17,000
=======
</TABLE>
All expenses in connection with the issuance and distribution of the
securities being offered will be borne by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Articles of Organization of the Company, as amended (the
"Articles of Organization"), provide that, except as limited by law, directors
and officers of the Company shall be indemnified by the Company 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 the Company or
of any other organization which they served at the request of the Company;
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 the Company (the "Standard"). For purposes of such
indemnification, the Articles of Organization provide that (i) in connection
with service to an employee benefit plan, no director or officer shall be deemed
to have failed to act in accordance with the Standard if he or she acted in good
faith in the reasonable belief that his or her action was in the best interest
of the participants or beneficiaries of said plan; and (ii) that as to any
matter disposed of by compromise payment by the officer or director,
indemnification will not be provided unless the settlement is approved by a
majority of the directors not a party to such proceeding, the stockholders, or
legal counsel. Payments may be made in advance of a final determination of a
suit or proceeding so long as the applicant promises to repay such advances if
it is ultimately determined that he or she is not eligible for indemnification.
The Board of Directors may also authorize indemnification of the Company's
employees and agents to whatever extent it may determine, which may be in the
same manner and to the same extent provided above. The provisions of the
Articles of Organization of the Company do not limit any lawful rights to
indemnification existing independently of such provisions.
The Articles of Organization provide that a director of the Company will
not be personally liable to the Company 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) any breach of the
director's duty of loyalty to the Company 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 the Company's stock, or certain loans to directors and officers of the
Company in violation of Section 61 or 62 of MBCL; or (iv) any transaction from
which a director derives an improper benefit.
The Company has purchased directors' and officers' liability insurance,
which insures against certain losses arising from claims against directors or
officers of the Company 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 the Company solely by reason of his
being such officer or director.
In connection with a number of transactions in which the Company has
acquired other businesses, the Company has agreed to register shares of the
Company acquired by the sellers in such transactions. In some of these cases the
registration rights have provided for indemnification by the selling
stockholders of the Company and its directors, officers and shareholders for
liabilities arising out of any untrue statements of material facts included in
the associated registration statements and prospectuses in reliance upon
information supplied by such selling stockholders.
II-1
<PAGE>
ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION
2.1 Asset Purchase Agreement, dated as of August 23, 1995, by and
among Dynatech Communications, Inc., the Company, the Selling
Stockholder and the stockholders of the Selling Stockholder
(incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K dated September 7, 1995).
5.1 Opinion of Goodwin, Procter & Hoar as to the legality of the
securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
23.2 Consent of Goodwin, Procter & Hoar (included in Exhibit 5.1
hereto).
24.1 Powers of Attorney (included in Part II of this registration
statement).
ITEM 17. 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 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 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 therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(c) 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
provisions described under Item 15 above, 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 of 1933 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 of 1933
and will be governed by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Burlington, Commonwealth of Massachusetts, on
September 11, 1995.
DYNATECH CORPORATION
By: ROBERT H. HERTZ
Chief Financial Officer and Treasurer
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 and
Robert H. Hertz, 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.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
JOHN F. RENO President, Chief Executive September 11, 1995
Officer and Director (Principal
Executive Officer)
ROBERT H. HERTZ Treasurer and Chief Financial September 11, 1995
Officer (Principal Financial
Officer)
JOHN C. MAAG Corporate Controller (Principal September 11, 1995
Accounting Officer)
RICHARD K. LOCHRIDGE Chairman of the Board September 11, 1995
RONALD L. BITTNER Director September 11, 1995
THEODORE COHN Director September 11, 1995
II-3
<PAGE>
WILLIAM R. COOK Director September 11, 1995
O. GENE GABBARD Director September 11, 1995
JAMES B. HANGSTEFER Director September 11, 1995
ROBERT G. PAUL Director September 11, 1995
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE*
2.1 Asset Purchase Agreement, dated as of August 23, 1995,
by and among Dynatech Communications, Inc., the
Company, the Selling Stockholder and all of the
stockholders of the Selling Stockholder (incorporated
by reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K dated September 7, 1995).
5.1 Opinion of Goodwin, Procter & Hoar as to the legality
of the securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., Independent
Accountants.
23.2 Consent of Goodwin, Procter & Hoar (included in
Exhibit 5.1 hereto).
24.1 Powers of Attorney (included in Part II of this
registration statement).
------------------------------
* Refers to sequentially numbered copy.
Exhibit 5.1
Goodwin, Procter & Hoar
A Partnership Including Professional Corporations
Counsellors at Law
Exchange Place
Boston, Massachusetts 02109-2881
September 11, 1995
Dynatech Corporation
3 New England Executive Park
Burlington, MA 01803
Re: LEGALITY OF SECURITIES
Gentlemen:
This opinion is delivered in our capacity as counsel to Dynatech
Corporation (the "Company") in connection with the Company's registration
statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to 688,096 shares of the Company's common stock, $.20 par value per share (the
"Shares").
We have examined the Articles of Organization of the Company, as
amended to the date hereof and on file with the Massachusetts Secretary of
State; the Bylaws of the Company; such records of corporate proceedings of the
Company as we deem appropriate for the purposes of this opinion; the
Registration Statement and the exhibits thereto.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and the laws of the
Commonwealth of Massachusetts.
Based upon the foregoing, we are of the opinion that the Shares are
legally issued, fully paid and nonassessable.
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
GOODWIN, PROCTER & HOAR
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Dynatech Corporation on Form S-3 of our reports dated May 15, 1995, on our
audits of the consolidated financial statements and financial statement schedule
of Dynatech Corporation as of March 31, 1995 and 1994, and for the years ended
March 31, 1995, 1994 and 1993, which reports are included and incorporated by
reference in the Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
September 11, 1995
