<PAGE> 1
As filed with the Securities and Exchange Commission
on May 27, 1994
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GENRAD, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-1360950
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
300 BAKER AVENUE, CONCORD, MASSACHUSETTS 01742
(Address of Principal Executive Offices) (Zip Code)
DIRECTOR RESTRICTED STOCK PLAN
(Full title of the Plan)
MR. ROBERT C. ALDWORTH
GENRAD, INC.
300 BAKER AVENUE
CONCORD, MASSACHUSETTS 01742
(Name and address of agent for service)
(508) 369-4400
(Telephone number, including area code, of agent for service)
<TABLE>
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CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- ---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, 50,000 $5.437 (1) $271,850 (1) $93.73
$1.00 par shares
value per
share
- ------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the
registration fee, and based upon the average of the high and
low prices of the Registrant's Common Stock on the New York
Stock Exchange on May 20, 1994 in accordance with Rules
457(c) and 457(h) of the Securities Act of 1933.
===============================================================================
</TABLE>
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in documents
sent or given to participants in the Registrant's Director Restricted Stock
Plan 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 following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:
(1) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (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 annual reports or the prospectus referred to in (1) above.
(3) The description of the common stock of the Registrant,
$1.00 par value per share (the "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.
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Item 5. Interests of Named Experts and Counsel
--------------------------------------
The legality of the Common Stock offered hereby will be passed upon for
the Registrant by the law firm of Hale and Dorr, Boston, Massachusetts.
Item 6. Indemnification
---------------
Section 67 of Chapter 156B of the Massachusetts General Laws ("Section
67") provides that a corporation may indemnify its directors and officers to
the extent specified in or authorized by (i) the articles of organization, (ii)
a by-law adopted by the shareholders, or (iii) a vote adopted by the holders of
a majority of the shares of stock entitled to vote on the election of
directors. In all instances, the extent to which a corporation provides
indemnification to its directors and officers under Section 67 is optional.
Article 6 of the Registrant's Restated Articles of Organization, as amended to
date, provides that, to the extent permitted by Chapter 156B of the
Massachusetts General Laws, a director shall not be personally liable to the
Registrant or its shareholders for monetary damages for breach of fiduciary
duty as a director.
Article 5, Section 9 of the Registrant's By-laws, as amended to date,
provides that the Registrant will indemnify any director or officer or former
director or former officer against all liabilities and expenses incurred in
connection with or arising from the defense or disposition of any action, suit
or other proceeding in which such person may be a defendant or with which such
person may be threatened by reason of being or having been such director or
officer.
The Registrant's By-laws provide that a director or officer will not be
indemnified if such director or officer is finally adjudicated not to have
acted in good faith. Further, in the event of a settlement pursuant to a
consent decree or otherwise, no indemnification will be made unless such
settlement is approved as in the best interests of the Registrant, after notice
that indemnification is involved, by (i) a disinterested majority of the Board
of Directors or (ii) the holders of a majority of the outstanding stock
entitled to elect directors, voting as a single class, exclusive of any stock
owned by an interested director.
Article 5, Section 9 of the Registrant's By-laws further provides that
the indemnification provided therein shall not be exclusive of nor shall it
affect any other rights to which any director or officer may be entitled under
any agreement, statute, vote of shareholders or otherwise.
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Item 7. Exemption from 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:
(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 (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.
(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.
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(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.
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 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 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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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Town of Concord, Massachusetts, on the 27th day of May, 1994.
GENRAD, INC.
By: /s/ James F. Lyons
------------------------
James F. Lyons
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of GenRad, Inc., hereby
severally constitute and appoint James F. Lyons and Robert C. Aldworth, 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 on Form S-8 filed herewith, and any
and all subsequent amendments to said Registration Statement, and generally to
do all such things in our names and on our behalf and in our capacities as
officers and directors to enable GenRad, Inc. to comply with 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, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James F. Lyons President, Chief May 27, 1994
- -------------------------- Executive Officer
James F. Lyons and Director (Principal
Executive Officer)
/s/ Robert C. Aldworth Vice President, May 26, 1994
- -------------------------- Chief Financial
Robert C. Aldworth Officer and
Secretary (Principal
Financial and
Accounting Officer)
/s/ Edwin M. Martin, Jr. Director May 27, 1994
- --------------------------
Edwin M. Martin, Jr.
/s/ Paul Penfield, Jr. Director May 26, 1994
- --------------------------
Paul Penfield, Jr.
/s/ William G. Scheerer Director May 23, 1994
- --------------------------
William G. Scheerer
/s/ Adriana Stadecker Director May 24, 1994
- --------------------------
Adriana Stadecker
/s/ James H. Wright Director May 25, 1994
- --------------------------
James H. Wright
</TABLE>
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<TABLE>
EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Description Page
------- ----------- ----
<S> <C> <C>
4.1 (1) Restated Articles of Organization of the --
Registrant, as amended to date
4.2 (2) By-Laws of the Registrant, as amended to date --
4.3 (3) Rights Agreement dated as of June 17, 1988 --
between the Registrant and The First National
Bank of Boston
5 Opinion of Hale and Dorr 9-10
23.1 Consent of Hale and Dorr (included in Exhibit 5) --
23.2 Consent of Arthur Andersen & Co. 11
24 Power of Attorney (included on the signature --
page of this Registration Statement)
<FN>
______________________
(1) Incorporated herein by reference to Exhibit 3.1 to the
Registrant's Report on Form 10-K for the year ended
January 2, 1988.
(2) Incorporated herein by reference to Exhibit 3.2 to the
Registrant's Report on Form 10-K for the year ended
December 29, 1990.
(3) Incorporated herein by reference to Exhibit 4.2 to the
Registrant's Report on Form 10-K for the year ended
December 31, 1988.
</TABLE>
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EXHIBIT 5
HALE AND DORR
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 * FAX 617-526-5000
May 27, 1994
GenRad, Inc.
300 Baker Avenue
Concord
Massachusetts 01742
Re: Director Restricted Stock Plan
Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed on May 27, 1994 with the
Securities and Exchange Commission relating to 50,000 shares of the Common
Stock, $1.00 par value per share ("Shares"), of GenRad, Inc., a Massachusetts
corporation (the "Company"), issuable under the Company's Director Restricted
Stock Plan (the "Plan").
We have examined the Restated Articles of Organization 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 our 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 upon the foregoing, we are of the opinion that the Company is a
corporation duly organized and validly existing under the laws of the
Commonwealth of Massachusetts and that the Company has duly authorized for
issuance the Shares, and the Shares, when issued and paid for in accordance
with the terms of the Plan by the provision of services to the Company by each
Director issued Shares, the fair market value of which services is in excess of
the aggregate par value per share of the Shares issued to each such Director,
will be legally issued, fully-paid and nonassessable.
WASHINGTON, DC BOSTON, MA MANCHESTER, NH
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HALE AND DORR IS A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
<PAGE> 2
GenRad, Inc.
May 27, 1994
Page 2
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
ARTHUR ANDERSEN & CO.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 4, 1994
included in, and incorporated by reference into, GenRad, Inc.'s Form 10-K for
the year ended January 1, 1994 and to all references to our firm included in
this registration statement.
/s/ ARTHUR ANDERSEN & CO.
Boston, Massachusetts
May 27, 1994
