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As filed with the Securities and Exchange Commission on November 20, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DYNATECH CORPORATION
------------------------------------------------
(Exact name of issuer as specified in its charter)
Massachusetts 04-2258582
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 New England Executive Park, Burlington, MA 01803
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(Address of principal executive offices) (Zip Code)
1996 EMPLOYEE STOCK PURCHASE PLAN
-----------------------------------
(Full title of the plan)
John F. Reno
Dynatech Corporation
3 New England Executive Park
Burlington, Massachusetts 01803
-----------------------------------------
(Name and address of agent for service)
(617) 272-6100
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(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
-------------------------------
<CAPTION>
Title of Proposed Proposed
Securities Amount to Maximum Maximum Amount of
to be be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
------------- ---------- -------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 600,000 $58.00 $34,800,000 $10,546
$.20 par shares
value
<FN>
--------------------------
(1) Estimated solely for the purpose of calculating the registration fee,
and based on the average of the high and low prices as reported by the Nasdaq
National Market on November 15, 1996, in accordance with Rules 457(c) and (h)
of the Securities Act of 1933, as amended.
</TABLE>
Page 1 of 11 pages.
Exhibit Index begins on page 8.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent
or given to participants in the 1996 Employee Stock Purchase Plan of
Dynatech Corporation, a Massachusetts corporation (the "Registrant"),
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with
the Securities and Exchange Commission. The following documents, which
are filed with the Securities and Exchange Commission, are incorporated
in this Registration Statement by reference:
(1) The Registrant's latest annual report filed pursuant to
Sections 13(a) or 15(d) of the Exchange Act or the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act
that contains audited financial statements for the Registrant's
latest fiscal year for which such statements have been filed.
(2) All other reports filed pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered
by the document referred to in (i) above.
(3) The description of the Common Stock, $.20 par value per
share ("Common Stock"), contained in a registration statement
filed under 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 shares of
Common Stock offered hereby have been sold or which deregisters all
shares of Common Stock then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of
the filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
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Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Company's Articles of Organization (the "Articles") provide
that except as limited by law, the Company shall indemnify its
directors and officers against all expenses incurred by them in
connection with any proceeding resulting from their serving as an
officer or director, except that no indemnification shall be provided
regarding any matter as to which it shall be adjudicated that such
director or officer did not act in good faith and in the reasonable
belief that his or her action was in the best interests of the Company.
In addition, the Articles provide that no director of the Company shall
be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director notwithstanding any
provisions of law imposing such liability; provided, however, that such
provision shall not eliminate or limit the liability of a director (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 61 or 62 of the Business Corporation Law of the
Commonwealth of Massachusetts, or (iv) with respect to any transaction
from which the director derived an improper personal benefit.
The Company maintains directors' and officers' liability insurance
for the benefit of its directors and certain of its officers.
Item 7. Exemption form Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
Item 9. Undertakings.
------------
1. The 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent
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<PAGE> 4
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 (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 Exchange
Act that are incorporated by reference in the registration
statement.
(b) 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.
(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.
2. The 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 Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to 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 in the initial bona fide offering thereof.
3. 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
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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
Securities Act and will be governed by the final adjudication of such
issue.
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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 Burlington,
Commonwealth of Massachusetts, on November 19, 1996.
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, Allan M. Kline and Peter B. Tarr, 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.
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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.
Signatures Capacity Date
---------- -------- ----
/s/ John F. Reno Chairman of the Board November 19, 1996
--------------------------- of Directors, President,
John F. Reno Chief Executive Officer
and Director
/s/ Allan M. Kline Vice President, Chief November 19, 1996
--------------------------- Financial Officer and
Allan M. Kline Treasurer (Principal
Financial Officer)
/s/ Robert W. Woodbury, Jr. (Principal Accounting November 19, 1996
--------------------------- Officer)
Robert W. Woodbury, Jr.
/s/ Ronald L. Bittner Director November 19, 1996
---------------------------
Ronald L. Bittner
Director
---------------------------
William R. Cook
/s/ O. Gene Gabbard Director November 19, 1996
---------------------------
O. Gene Gabbard
/s/ L. Dennis Kozlowski Director November 19, 1996
---------------------------
L. Dennis Kozlowski
/s/ Richard K. Lochridge Director November 19, 1996
---------------------------
Richard K. Lochridge
/s/ Robert G. Paul Director November 19, 1996
---------------------------
Robert G. Paul
/s/ Peter van Cuylenburg Director November 19, 1996
---------------------------
Peter van Cuylenburg
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EXHIBIT INDEX
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Exhibit Sequential
Number Page Number
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3.1 Restated Articles of Organization - filed --
as Exhibit 3(1) to the Registrant's Annual
Report on Form 10-K for the fiscal year
ending March 31, 1996 and incorporated
herein by reference.
3.2 By-Laws filed as Exhibit 3 to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended March 31, 1992 and incorporated herein by
reference. --
4.1 Specimen Certificate of Common Stock of the --
Registrant - filed as Exhibit 4.1 to the
Registration Statement on Form S-8
(File No. 33-192080) and incorporated herein
by reference.
5.1 Opinion of Hale and Dorr. 9
23.1 Consent of Hale and Dorr (included in --
Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P. 11
24.1 Power of Attorney (included in the signature --
pages of this Registration Statement).
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Exhibit 5.1
HALE AND DORR
60 STATE STREET
BOSTON, MA 02109
November 19, 1996
Dynatech Corporation
3 New England Executive Park
Burlington, MA 01803-5087
Re: Dynatech Corporation
1996 Employee Stock Purchase Plan
---------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities
and Exchange Commission relating to 600,000 shares of Common Stock,
$.20 par value per share (the "Shares"), of Dynatech Corporation, a
Delaware corporation (the "Company"), issuable under the Company's 1996
Employee Stock Purchase Plan (the "Plan").
We have examined the Restated Certificate of Incorporation of the
Company and the By-Laws of the Company, each as amended to date, and
originals, or copies certified to our satisfaction, of all pertinent
records of the meetings of the directors and stockholders of the
Company, the Registration Statement and such other documents relating
to the Company as we have deemed material for the purposes of this
opinion.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures and 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 latter documents.
Based on the foregoing, we are of the opinion that the Company has
duly authorized for issuance the shares of its Common Stock covered by
the Registration Statement to be issued under the Plan, as described in
the Registration Statement, and such shares, when issued in accordance
with the terms of the Plan, will be legally issued, fully paid and
nonassessable.
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We hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the Registration
Statement.
Very truly yours,
/s/ Hale and Dorr
HALE AND DORR
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Dynatech Corporation on Form S-8 of our report dated May 20,
1996, on our audits of the consolidated financial statements of Dynatech
Corporation as of March 31, 1996 and 1995, and for each of the three years
in the period ended March 31, 1996, which report is included in the Annual
Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
November 15, 1996
