<PAGE> 1
As filed with the Securities and Exchange Commission on January 25, 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 (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
300 Baker Avenue, Concord, Massachusetts 01742
- --------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1991 EQUITY INCENTIVE PLAN
- --------------------------------------------------------------------------
(Full title of the plan)
David E. Redlick, Esq.
Hale and Dorr
60 State Street
Boston, Massachusetts 02109
- --------------------------------------------------------------------------
(Name and address of agent for service)
(617) 526-6000
- --------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
==========================================================================
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Title Offering Aggregate 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, 1,500,000
$1.00 par value shares $6.50 $9,750,000 $3,362
- --------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933, based on
the average of the reported high and low sale prices of the registrant's
Common Stock on the New York Stock Exchange on January 20, 1994.
</TABLE>
Page _1_ of _8_ Pages
Exhibit Index on Page 5
<PAGE> 2
Statement of Incorporation by Reference
---------------------------------------
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 33-42789, relating
to the registrant's 1991 Equity Incentive Plan.
-2-
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, as amended,
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 24th day of
January, 1994.
GENRAD, INC.
By: SIGNATURE
----------------------------
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 David E. Redlick, 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 on our behalf and in our capacities as officers and directors to enable
GenRad, Inc. to comply with 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.
-3-
<PAGE> 4
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
SIGNATURE
________________________ Principal Executive Officer, January 24, 1994
James F. Lyons President and Director
SIGNATURE
________________________ Principal Financial Officer January 21, 1994
Robert C. Aldworth
SIGNATURE
________________________ Principal Accounting Officer January 21, 1994
Robert C. Aldworth
________________________ Director
Robert E. Anderson
________________________ Director
Edwin M. Martin, Jr.
SIGNATURE
________________________ Director January 18, 1994
Paul Penfield, Jr.
________________________ Director
William G. Scheerer
SIGNATURE
________________________ Director January 17, 1994
Wilson Wilde
SIGNATURE
________________________ Director January 18, 1994
James H. Wright
</TABLE>
-4-
<PAGE> 5
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit
Number Exhibit Page
- ------- ------- ----
<S> <C> <C>
4.1 Articles of Organization of the
Registrant (incorporated herein
by reference to Exhibit 3.1 to the
Registrant's report on Form 10-K for
the year ended January 2, 1988).
4.2 By-Laws of the Registrant (incorporated
herein by reference to Exhibit 3.2 to
the Registrant's report on Form 10-K
for the year ended December 29, 1990).
4.3 Rights Agreement dated as of June 17, 1988
between the Registrant and The First
National Bank of Boston (incorporated
herein by reference to Exhibit 4.2 to
the Registrant's report on Form 10-K for
the year ended December 31, 1988).
5.1 Opinion of Hale and Dorr. 6
23.1 Consent of Hale and Dorr (included in 6
Exhibit 5.1).
23.2 Consent of Arthur Andersen & Co. 8
24.1 Power of Attorney (See page 3-4 of this
Registration Statement).
</TABLE>
-5-
<PAGE> 1
EXHIBIT 5.1
Hale and Dorr
60 State Street
Boston, Massachusetts 02109
January 25, 1994
GenRad, Inc.
300 Baker Avenue
Concord, Massachusetts 01742
Re: 1991 Equity Incentive Plan
Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 to be filed on January 25, 1994 with the Securities and Exchange
Commission relating to 1,500,000 shares of the Common Stock, $1.00 par value
per share ("Common Stock"), of GenRad, Inc., a Massachusetts corporation (the
"Company"), issuable under the Company's 1991 Equity Incentive Plan (the
"Plan").
We have examined the Articles of Organization of the Company and all
amendments thereto, and originals, or copies certified to our satisfaction, of
all pertinent records of the meetings of the directors and stockholders of the
Company, the aforementioned 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 of
<PAGE> 2
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
and paid for in accordance with the terms of the Plan and at a price per share
in excess of the par value per share for such shares, will be legally issued,
fully-paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the aforementioned Registration
Statement.
Very truly yours,
SIGNATURE
-----------------------------
HALE AND DORR
<PAGE> 1
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 5, 1993
included in, and incorporated by reference into, GenRad, Inc.'s Form 10-K for
the year ended January 2, 1993 and to all references to our firm included in
this registration statement.
SIGNATURE
-------------------------------
Arthur Andersen & Co.
Boston, Massachusetts
January 25, 1994
