<PAGE>
As filed with the Securities and Exchange Commission on April 26, 1999
Registration No. 333-75797
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
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
- -------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 New England Executive Park, Burlington, MA 01803
------------------------------------------------------
(Address of principal executive offices) (Zip Code)
DYNATECH CORPORATION
1992 STOCK OPTION PLAN
DYNATECH CORPORATION
AMENDED AND RESTATED
1994 STOCK OPTION AND INCENTIVE PLAN
DYNATECH CORPORATION
NON-EMPLOYEE DIRECTORS
STOCK INCENTIVE PLAN
------------------------------------------------------
(Full title of the plan)
Mark V. B. Tremallo, Esq.
Dynatech Corporation
3 New England Executive Park
Burlington, Massachusetts 01803-5087
------------------------------------------------------
(Name and address of agent for service)
(781) 272-6100
------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Maximum
to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(1) Offering Price(1) Registration Fee
- ------------ ------------ -------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 36,864,200 $3.40625 $125,568,681.30 $34,908.09
No par value shares
</TABLE>
_________________
(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 March 31, 1999, in accordance with Rules 457(c) and (h) of
the Securities Act of 1933, as amended.
<PAGE>
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 Dynatech Corporation Amended and Restated 1994 Stock
Option and Incentive Plan and the Dynatech Corporation Non-Employee Directors
Stock Incentive Plan, 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 (1) above.
(3) The description of the Common Stock, no 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.
<PAGE>
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The validity of the Common Stock will be passed upon for the Company by
Mark V.B. Tremallo, its General Counsel.
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 from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
2
<PAGE>
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 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 registra tion 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
3
<PAGE>
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 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.
4
<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 Burlington, Commonwealth of Massachusetts, on
April 26, 1999.
DYNATECH CORPORATION
By: /s/ Mark V. B. Tremallo
-------------------------------------------
Mark V. B. Tremallo, Esq.
Vice President and General Counsel
5
<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 dates indicated.
Signatures Capacity Date
---------- -------- ----
Chairman of the Board of
________________ Directors, President, Chief
John F. Reno Executive Officer and _______________, 1999
Director
Vice President, Chief
Financial Officer, Treasurer
________________ (Principal Financial Officer), _______________, 1999
Allan M. Kline and Director
Corporate Vice President -
________________ Communications Test
John R. Peeler Business, and Director _______________, 1999
________________ Director _______________, 1999
Brian D. Finn
________________ Director _______________, 1999
Charles P. Pieper
________________ Director
Joseph L. Rice, III
________________ Director ______________, 1999
Ned C. Lautenbach
________________ Director ______________, 1999
Brian H. Rowe
______________, 1999 Director ______________, 1999
Marvin L. Mann
6
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Sequential
Number Page Number
------ -----------
<S> <C> <C>
3.1 Amended and Restated Articles of Organization of the --
Registrant - filed as Exhibit 3(1) to the Registrant's
Annual Report on 10-K for the fiscal year ended
March 31, 1998 and incorporated herein by reference.
3.2 By-Laws filed as Exhibit 3.2(ii) to the Registrant's --
Annual Report on Form 10-K for the fiscal year ended
March 31, 1998 and incorporated herein by reference.
4.1 Specimen Certificate of Common Stock of the --
Registrant (filed herein).
5 Opinion of Mark V. B. Tremallo, Dynatech --
Corporation's General Counsel (filed herein)
23.1 Consent of Mark V.B. Tremallo, Dynatech --
Corporation's General Counsel's consent is stated with
said counsel's opinion as Exhibit No. 5 (filed herein)
23.2 Consent of PricewaterhouseCoopers L.L.P. (filed --
herein)
24 Power of Attorney (filed herein). --
99(i) Dynatech Corporation Amended and Restated 1994 --
Stock Option and Incentive Plan (filed herein)
99(ii) Dynatech Corporation Non-Employee Directors Stock --
Incentive Plan (filed herein).
99(iii) Dynatech Corporation 1992 Stock Option Plan -- --
filed as exhibit on the Registrant's Form 10-Q for the
quarterly period ended June 30, 1992, and
incorporated herein by reference
</TABLE>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned does hereby constitute and appoint John F. Reno, Allan
M. Kline and Mark V.B. Tremallo and each of them, with full power of
substitution, as his true and lawful attorneys and agents, to execute in his
name and on his behalf in any and all capacities as an officer, director or
authorized representative of Dynatech Corporation, a Massachusetts corporation
(the "Corporation"):
(a) a Registration Statement on Form S-8 to be filed by the Corporation
with the United States Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
the Corporation's Common Shares, without par value (the "Common
Shares"), to be offered pursuant to the Amended and Restated Dynatech
Corporation 1994 Stock Option and Incentive Plan (the "1994 Plan") and
the Dynatech Corporation Non-Employee Directors Stock Incentive Plan
(the "Directors' Plan");
(b) any and all amendments (including, without limitation, post-effective
amendments) to such Registration Statement;
and any and all other instruments which such attorneys and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, and the securities or
Blue Sky laws of any state or other political subdivision of the United States;
and the undersigned does hereby ratify and confirm as his own act and deed all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby confirmed.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this ____ day of ___________, 1999.
_____________________________
Brian D. Finn
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned does hereby constitute and appoint John F. Reno, Allan
M. Kline and Mark V.B. Tremallo and each of them, with full power of
substitution, as his true and lawful attorneys and agents, to execute in his
name and on his behalf in any and all capacities as an officer, director or
authorized representative of Dynatech Corporation, a Massachusetts corporation
(the "Corporation"):
(a) a Registration Statement on Form S-8 to be filed by the Corporation
with the United States Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
the Corporation's Common Shares, without par value (the "Common
Shares"), to be offered pursuant to the Amended and Restated Dynatech
Corporation 1994 Stock Option and Incentive Plan (the "1994 Plan") and
the Dynatech Corporation Non-Employee Directors Stock Incentive Plan
(the "Directors' Plan");
(b) any and all amendments (including, without limitation, post-effective
amendments) to such Registration Statement;
and any and all other instruments which such attorneys and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, and the securities or
Blue Sky laws of any state or other political subdivision of the United States;
and the undersigned does hereby ratify and confirm as his own act and deed all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby confirmed.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this ____ day of _____________, 1999.
______________________________
Allan M. Kline
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned does hereby constitute and appoint John F. Reno, Allan
M. Kline and Mark V.B. Tremallo and each of them, with full power of
substitution, as his true and lawful attorneys and agents, to execute in his
name and on his behalf in any and all capacities as an officer, director or
authorized representative of Dynatech Corporation, a Massachusetts corporation
(the "Corporation"):
(a) a Registration Statement on Form S-8 to be filed by the Corporation
with the United States Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
the Corporation's Common Shares, without par value (the "Common
Shares"), to be offered pursuant to the Amended and Restated Dynatech
Corporation 1994 Stock Option and Incentive Plan (the "1994 Plan") and
the Dynatech Corporation Non-Employee Directors Stock Incentive Plan
(the "Directors' Plan");
(b) any and all amendments (including, without limitation, post-effective
amendments) to such Registration Statement;
and any and all other instruments which such attorneys and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, and the securities or
Blue Sky laws of any state or other political subdivision of the United States;
and the undersigned does hereby ratify and confirm as his own act and deed all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby confirmed.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this ____ day of _____________, 1999.
______________________________
John R. Peeler
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned does hereby constitute and appoint John F. Reno, Allan
M. Kline and Mark V.B. Tremallo and each of them, with full power of
substitution, as his true and lawful attorneys and agents, to execute in his
name and on his behalf in any and all capacities as an officer, director or
authorized representative of Dynatech Corporation, a Massachusetts corporation
(the "Corporation"):
(a) a Registration Statement on Form S-8 to be filed by the Corporation
with the United States Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
the Corporation's Common Shares, without par value (the "Common
Shares"), to be offered pursuant to the Amended and Restated Dynatech
Corporation 1994 Stock Option and Incentive Plan (the "1994 Plan") and
the Dynatech Corporation Non-Employee Directors Stock Incentive Plan
(the "Directors' Plan");
(b) any and all amendments (including, without limitation, post-effective
amendments) to such Registration Statement;
and any and all other instruments which such attorneys and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, and the securities or
Blue Sky laws of any state or other political subdivision of the United States;
and the undersigned does hereby ratify and confirm as his own act and deed all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby confirmed.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this ____ day of ______________, 1999.
_____________________________
Charles P. Pieper
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned does hereby constitute and appoint John F. Reno, Allan
M. Kline and Mark V.B. Tremallo and each of them, with full power of
substitution, as his true and lawful attorneys and agents, to execute in his
name and on his behalf in any and all capacities as an officer, director or
authorized representative of Dynatech Corporation, a Massachusetts corporation
(the "Corporation"):
(a) a Registration Statement on Form S-8 to be filed by the Corporation
with the United States Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
the Corporation's Common Shares, without par value (the "Common
Shares"), to be offered pursuant to the Amended and Restated Dynatech
Corporation 1994 Stock Option and Incentive Plan (the "1994 Plan") and
the Dynatech Corporation Non-Employee Directors Stock Incentive Plan
(the "Directors' Plan");
(b) any and all amendments (including, without limitation, post-effective
amendments) to such Registration Statement;
and any and all other instruments which such attorneys and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, and the securities or
Blue Sky laws of any state or other political subdivision of the United States;
and the undersigned does hereby ratify and confirm as his own act and deed all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby confirmed.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this ____ day of ________________, 1999.
__________________________________
John F. Reno
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned does hereby constitute and appoint John F. Reno, Allan
M. Kline and Mark V.B. Tremallo and each of them, with full power of
substitution, as his true and lawful attorneys and agents, to execute in his
name and on his behalf in any and all capacities as an officer, director or
authorized representative of Dynatech Corporation, a Massachusetts corporation
(the "Corporation"):
(a) a Registration Statement on Form S-8 to be filed by the Corporation
with the United States Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
the Corporation's Common Shares, without par value (the "Common
Shares"), to be offered pursuant to the Amended and Restated Dynatech
Corporation 1994 Stock Option and Incentive Plan (the "1994 Plan") and
the Dynatech Corporation Non-Employee Directors Stock Incentive Plan
(the "Directors' Plan");
(b) any and all amendments (including, without limitation, post-effective
amendments) to such Registration Statement;
and any and all other instruments which such attorneys and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, and the securities or
Blue Sky laws of any state or other political subdivision of the United States;
and the undersigned does hereby ratify and confirm as his own act and deed all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby confirmed.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this ____ day of _______________, 1999.
___________________________________
Joseph L. Rice, III
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned does hereby constitute and appoint John F. Reno, Allan
M. Kline and Mark V.B. Tremallo and each of them, with full power of
substitution, as his true and lawful attorneys and agents, to execute in his
name and on his behalf in any and all capacities as an officer, director or
authorized representative of Dynatech Corporation, a Massachusetts corporation
(the "Corporation"):
(a) a Registration Statement on Form S-8 to be filed by the Corporation
with the United States Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
the Corporation's Common Shares, without par value (the "Common
Shares"), to be offered pursuant to the Amended and Restated Dynatech
Corporation 1994 Stock Option and Incentive Plan (the "1994 Plan") and
the Dynatech Corporation Non-Employee Directors Stock Incentive Plan
(the "Directors' Plan");
(b) any and all amendments (including, without limitation, post-effective
amendments) to such Registration Statement;
and any and all other instruments which such attorneys and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, and the securities or
Blue Sky laws of any state or other political subdivision of the United States;
and the undersigned does hereby ratify and confirm as his own act and deed all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby confirmed.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this ____ day of ________________, 1999.
________________________________
Ned C. Lautenbach
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned does hereby constitute and appoint John F. Reno, Allan
M. Kline and Mark V.B. Tremallo and each of them, with full power of
substitution, as his true and lawful attorneys and agents, to execute in his
name and on his behalf in any and all capacities as an officer, director or
authorized representative of Dynatech Corporation, a Massachusetts corporation
(the "Corporation"):
(a) a Registration Statement on Form S-8 to be filed by the Corporation
with the United States Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
the Corporation's Common Shares, without par value (the "Common
Shares"), to be offered pursuant to the Amended and Restated Dynatech
Corporation 1994 Stock Option and Incentive Plan (the "1994 Plan") and
the Dynatech Corporation Non-Employee Directors Stock Incentive Plan
(the "Directors' Plan");
(b) any and all amendments (including, without limitation, post-effective
amendments) to such Registration Statement;
and any and all other instruments which such attorneys and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, and the securities or
Blue Sky laws of any state or other political subdivision of the United States;
and the undersigned does hereby ratify and confirm as his own act and deed all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby confirmed.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this ____ day of ________________, 1999.
_______________________________
Brian H. Rowe
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned does hereby constitute and appoint John F. Reno, Allan
M. Kline and Mark V.B. Tremallo and each of them, with full power of
substitution, as his true and lawful attorneys and agents, to execute in his
name and on his behalf in any and all capacities as an officer, director or
authorized representative of Dynatech Corporation, a Massachusetts corporation
(the "Corporation"):
(a) a Registration Statement on Form S-8 to be filed by the Corporation
with the United States Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended,
the Corporation's Common Shares, without par value (the "Common
Shares"), to be offered pursuant to the Amended and Restated Dynatech
Corporation 1994 Stock Option and Incentive Plan (the "1994 Plan") and
the Dynatech Corporation Non-Employee Directors Stock Incentive Plan
(the "Directors' Plan");
(b) any and all amendments (including, without limitation, post-effective
amendments) to such Registration Statement;
and any and all other instruments which such attorneys and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, and the securities or
Blue Sky laws of any state or other political subdivision of the United States;
and the undersigned does hereby ratify and confirm as his own act and deed all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby confirmed.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this ____ day of ________________, 1999.
__________________________________
Brian H. Rowe
