As filed with the Securities and Exchange Commission
on March 11, 1996
Registration No. 333-
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 or other (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
3 New England Executive Park
Burlington, Massachusetts 01803-5087
(Address of Principal Executive Offices)
(Zip Code)
DYNATECH CORPORATION
1994 STOCK OPTION AND INCENTIVE 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
(Name and address of agent for service)
(617) 272-6100
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Maximum Maximum Amount
Title Offering Aggregate of Regi-
of Securities Amount to be Price Per Offering stration
to be Registered Registered Share(1) Price(1) Fee(1)
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,900,000 $25.38 $48,222,000 $16,629
$.20 par value shares
- ---------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on the average of the reported high and low
sale prices of the Registrant's Common Stock on the Nasdaq National Market
System on March 4, 1996.
</TABLE>
<PAGE>
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 (the "Registration Statement")
incorporates by reference the contents of the Registration Statement on Form
S-8, File No. 33-57495, filed by Dynatech Corporation, a Massachusetts
corporation (the "Company"), with the Securities and Exchange Commission on
January 30, 1995, relating to the Dynatech Corporation 1994 Stock Option and
Incentive Plan.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on January 26,
1996.
DYNATECH CORPORATION
By: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 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.
<PAGE>
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
---------- -------- ----
RICHARD K. LOCHRIDGE Chairman of the Board January 26, 1996
and Director
JOHN F. RENO President, Chief Executive January 26, 1996
Officer and Director
ROBERT H. HERTZ Chief Financial Officer and January 26, 1996
Treasurer (Principal Financial
and Accounting Officer)
RONALD L. BITTNER Director January 26, 1996
WILLIAM R. COOK Director January 26, 1996
O. GENE GABBARD Director January 26, 1996
JAMES B. HANGSTEFER Director January 26, 1996
L. DENNIS KOZLOWSKI Director January 26, 1996
ROBERT G. PAUL Director January 26, 1996
PETER VAN CUYLENBURG Director January 26, 1996
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT PAGE
4.1 Amendment to Dynatech Corporation 1994 Stock Option
and Incentive Plan.
4.2 Specimen certificate representing the Common --
Stock of the Company - filed as Exhibit 4.1
to the Registration Statement of Form S-8, SEC
File No. 33-19280 and incorporated herein by
reference.
5.1 Opinion of Hale and Dorr.
23.1 Consent of Hale and Dorr (included in --
Exhibit 5.1).
23.2 Consent of Coopers & Lybrand, L.L.P.
24.1 Power of Attorney (included in the signature --
pages of this Registration Statement).
<PAGE>
DYNATECH CORPORATION
AMENDMENT TO 1994 STOCK OPTION AND
INCENTIVE PLAN
SECTION 3(A) AS AMENDED AND RESTATED
(a) Shares Issuable. The aggregate maximum number of shares of Stock
reserved and available for issuance under the Plan shall be 2,350,000.(1) For
purposes of this limitation, the shares of Stock underlying any Awards which are
forfeited, cancelled, reaquired by the Company, satisfied without the issuance
of Stock or otherwise terminated (other than by exercise) shall be added back to
the shares of Stock available for issuance under the Plan so long as the
participants to whom such Awards had been previously granted received no
benefits of ownership of the underlying shares of Stock to which the Award
related. Subject to such overall limitation, shares of Stock may be issued up to
such maximum number pursuant to any type or types of Award; provided, however,
that (i) no more than 100,000 Stock Options may be granted to any one individual
participant during any one-year period, (ii) no more than 90,000 shares of
Restricted Stock and Unrestricted Stock may be granted under the Plan, and (iii)
no more than 20,000 shares of Restricted Stock and Unrestricted Stock may be
granted to any one individual participant. Shares issued under the Plan may be
authorized but unissued shares or shares reacquired by the Company.
- --------
(1) Including unused shares previously reserved under 1992 Stock Option Plan.
<PAGE>
HALE AND DORR
60 State Street
Boston, MA 02109
March 7, 1996
Dynatech Corporation
3 New England Executive Park
Burlington, MA 01803-5087
Re: Dynatech Corporation
1994 STOCK OPTION AND INCENTIVE 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 1,900,000 shares of Common Stock, $.20 par value per
share (the "Shares"), of Dynatech Corporation, a Delaware corporation (the
"Company"), issuable under the Dynatech Corporation 1994 Stock Option and
Incentive 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.
<PAGE>
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the Registration Statement.
Very truly yours,
HALE AND DORR
<PAGE>
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 15, 1995, on our audits
of the consolidated financial statements of Dynatech Corporation as of March 31,
1995 and 1994, and for each of the three years in the period ended March 31,
1995, which report is included in the Annual Report on Form 10-K of Dynatech
Corporation for its fiscal year ended March 31, 1995.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
March 6, 1996
