<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
- - --------------------------------------------------------------------------------
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
GenRad, Inc.
(Name of Registrant as Specified In Its Charter)
GenRad, Inc.
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- - --------------------------------------------------------------------------------
<PAGE> 2
GENRAD, INC.
300 BAKER AVENUE
CONCORD, MASSACHUSETTS 01742-2174
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 11, 1995
The Annual Meeting of Shareholders of GenRad, Inc. (the "Company") will be
held on Thursday, May 11, 1995 at 11:00 a.m. at the Bank of Boston auditorium,
Street Floor, 100 Federal Street, Boston, Massachusetts, for the following
purposes:
1. To elect William S. Antle III and Richard G. Rogers to the Board of
Directors to serve as Class II Directors for three-year terms.
2. To consider and act upon amendments to the Company's 1991 Directors'
Stock Option Plan (the "Plan") increasing the number of shares subject
to the Plan and extending the term of the Plan.
3. To transact such other business as may properly come before said Annual
Meeting or any adjournment thereof.
Shareholders of record at the close of business on March 14, 1995 will be
entitled to notice of and to vote at said Annual Meeting.
By Order of the Board of Directors
GEORGE A. O'BRIEN, Secretary
April 7, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE TO ASSURE
REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES.
<PAGE> 3
GENRAD, INC.
300 BAKER AVENUE
CONCORD, MASSACHUSETTS 01742-2174
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 11, 1995
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of GenRad, Inc. ("GenRad" or the "Company"), 300 Baker
Avenue, Concord, Massachusetts 01742-2174, of proxies in the enclosed form to be
voted at the Annual Meeting of Shareholders of GenRad, to be held on Thursday,
May 11, 1995 at 11:00 a.m. at the Bank of Boston auditorium, 100 Federal Street,
Boston, Massachusetts, and at any adjournment thereof (the "Meeting"), for the
purposes stated in the accompanying Notice of Meeting.
Any person giving a Proxy may revoke it at any time prior to its being
voted by filing written notice with the Secretary of GenRad, by executing and
delivering a Proxy bearing a later date, or by attending the Meeting and voting
in person. If the Proxy is properly executed and is not revoked, it will be
voted at the Meeting in the manner specified. If no instructions are specified,
the shares represented by the Proxy will be voted for the election of the
nominees to the Board of Directors listed below and for the approval of Item 2
in the Notice of Meeting.
The Annual Report of GenRad for the fiscal year ended December 31, 1994 and
this Proxy Statement were first distributed or mailed to shareholders on or
about April 7, 1995.
VOTING SECURITIES
GenRad's Common Stock, $1 par value, is the only class of voting securities
outstanding and entitled to be voted at the Meeting. The Board of Directors has
fixed March 14, 1995 as the record date for determining shareholders who are
entitled to notice of and to vote at the Meeting. At the close of business on
such record date, there were outstanding 19,599,701 shares of Common Stock. Each
share is entitled to one vote, with no cumulative voting. A majority of issued
and outstanding shares constitutes a quorum.
CERTAIN SHAREHOLDERS
The following table sets forth, as of March 14, 1995, the beneficial
ownership of the Company's outstanding Common Stock of (i) each person known by
the Company to own beneficially more than 5% of the Company's outstanding Common
Stock, (ii) each executive officer named in the Summary Compensation
<PAGE> 4
<TABLE>
Table under the heading Compensation of Executives and Directors below and (iii)
all directors and executive officers as a group:
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF CLASS
------------------------ ----------------------- --------
<S> <C> <C>
Group consisting of............................................ 1,756,300(2) 9.0%
Lenore Robins
Lee R. Robins
Athena Partners, L.P.
32 East 57th Street
New York, New York 10022
Basil P. Regan
Regan Partners, L.P.
6 East 43rd Street
New York, New York 10017
Morgan Stanley Group Inc. ..................................... 1,776,200(3) 9.1%
1251 Avenue of the Americas
New York, New York 10020
Munn, Bernhard & Associates.................................... 1,342,830(4) 6.9%
6 East 43rd Street
New York, New York 10017
John K. Bulman................................................. 57,025(5) *
Sarah H. Lucas................................................. --(6) *
James F. Lyons................................................. 125,000(7) *
George A. O'Brien.............................................. --(6) *
John C. Washburn............................................... 1,000(6) *
Robert C. Aldworth............................................. 4,000(8) *
Anthony M. Scotto, Jr. ........................................ --(9) *
All Directors and Executive Officers as a Group................ 283,977(10) 1.4%
<FN>
- - ---------------
* Less than 1%.
(1) The number of shares beneficially owned by each director and executive
officer is determined under rules promulgated by the Securities and Exchange
Commission ("SEC"), and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual has sole or shared
voting power or investment power and also any shares which the individual has
the right to acquire within 60 days of March 14, 1995 through the exercise of
any stock option or other right. The inclusion herein of such shares, however,
does not constitute an admission that the named shareholder is a direct or
indirect beneficial owner of such shares. Unless otherwise indicated, each
person or entity named in the table has sole voting power and investment power
(or shares such power with his or her spouse) with respect to all shares of
capital stock listed as owned by such person or entity.
(2) The information reported is based on a Schedule 13D, dated January 7,
1995, filed with the SEC by Athena Partners, L.P. ("Athena"), Lenore Robins, Lee
R. Robins, Regan Partners, L.P. ("Regan Partners") and Basil P. Regan. Lenore
Robins and Mr. Regan are the general partners of Athena. Mr. Regan is the sole
general partner of Regan Partners. Amount set forth includes 422,000 shares of
Common Stock with respect to which Athena has sole voting and dispositive power,
52,800 shares of Common Stock with respect to which Lee R. Robins has sole
voting and dispositive power, 1,200 shares of Common Stock with respect to which
</TABLE>
2
<PAGE> 5
Lenore Robins has sole voting and dispositive power, and 1,280,300 shares of
Common Stock with respect to which Mr. Regan, individually and as the sole
general partner of Regan Partners, has sole voting and dispositive power. In
addition, as general partners of Athena, Lenore Robins and Mr. Regan share
voting and dispositive power with respect to the 422,000 shares of Common Stock
owned by Athena.
(3) The information reported is based on a Schedule 13G, dated January 30,
1995, filed with the SEC by Morgan Stanley Group Inc. ("Morgan Stanley") and
Morgan Stanley Asset Management Limited ("Morgan Stanley Management"). Morgan
Stanley is a parent holding company of Morgan Stanley Management, a registered
investment advisor. Morgan Stanley and Morgan Stanley Management share voting
and dispositive power with respect to 1,776,200 shares of Common Stock, but each
disclaims beneficial ownership of such securities.
(4) The information reported is based on a Schedule 13G, dated February 7,
1995, filed with the SEC by Munn, Bernhard & Associates, Inc., a registered
investment adviser ("MBA"), which has sole dispositive power, but no voting
power with respect to the indicated shares. Amount set forth does not include
shares of Common Stock held by certain individuals affiliated with MBA who
disclaim membership in a group with MBA.
(5) Amount shown includes options to purchase 2,000 shares of Common Stock.
Also includes 35,000 shares of restricted stock which were forfeited to the
Company on March 17, 1995, the date Mr. Bulman's employment with the Company
terminated. Amount shown does not include an option to purchase 65,000 shares of
Common Stock which terminated without being exercised on March 17, 1995.
(6) Amount shown does not include options to purchase 100,000 shares of
Common Stock that could become exercisable based on the 20-day average price of
the Company's Common Stock as follows: 33,334 if the average price reaches
$8.00; 33,333 if the average price reaches $10.00; and 33,333 if the average
price reaches $12.00.
(7) Amount shown represents options to purchase 125,000 shares of Common
Stock. Amount shown does not include options to purchase 375,000 shares of
Common Stock that could become exercisable based on the 20-day average price of
the Company's Common Stock as follows: 125,000 shares if the average price
reaches $6.67; 125,000 shares if the average price reaches $8.33; and 125,000
shares if the average price reaches $10.00.
(8) Amount shown represents options to purchase 4,000 shares of Common
Stock. Mr. Aldworth's employment with the Company terminated on December 31,
1994.
(9) Mr. Scotto's employment with the Company terminated in September 1994.
(10) See notes (5)-(9) above and notes (2)-(4) on page 7. Also includes
31,541 shares of Common Stock held by Paul Penfield, Jr. and 18,061 shares of
Common Stock held by James H. Wright, both of whom are not seeking re-election
as directors of the Company at the Meeting. The shares for both such directors
include 15,000 shares of Common Stock which may be purchased by each upon the
exercise of options and 1,500 shares of restricted stock issued to each on
August 31, 1994 (see note (4) on page 7). Mr. Penfield's shares also include
1,391 shares that are issuable upon conversion of the Company's 7 1/4%
Convertible Subordinated Debentures (such debentures are convertible at the
option of the holder).
SOLICITATION
GenRad will bear the entire cost of preparing, assembling, printing and
mailing this Proxy Statement, the enclosed Proxy, and any additional material
which may be furnished to shareholders. Further solicitation of Proxies may be
made by telephone or other communication. Brokers, custodians and fiduciaries in
whose names Common Stock is held will be requested to forward Proxy soliciting
material to the beneficial owners of such stock and GenRad will reimburse them
for this service. GenRad has retained Georgeson & Co. Inc. as proxy solicitor to
aid in the solicitation of Proxies at an estimated cost of $6,000.
VOTES REQUIRED
The affirmative vote of the holders of a plurality of the votes cast at the
Meeting is required for the election of directors. The affirmative vote of the
holders of a majority of the shares of Common Stock present or represented at
the Meeting and voting on a matter is required for the approval of Item 2 and
any other
3
<PAGE> 6
matters to be voted upon. In addition, the New York Stock Exchange ("NYSE")
requires that the total votes cast with respect to Item 2 represent at least a
majority of the outstanding shares of Common Stock.
Shares of Common Stock represented by executed Proxies received by the
Company will be counted for purposes of establishing a quorum at the Meeting,
regardless of how or whether such shares are voted on any specific proposal.
With respect to the required vote on any particular matter other than Item 2,
abstentions will not be treated as votes cast or as shares present or
represented and voting. With respect to the required vote on Item 2, abstentions
will be treated as shares that are present and entitled to vote for purposes of
determining the number of shares that are present and entitled to vote, but will
not be counted as a vote in favor of the matter. Accordingly, an abstention from
voting on Item 2 has the same effect as a vote against the matter. If a broker
or nominee holding stock in "street name" indicates on the Proxy that it does
not have a discretionary authority to vote as to Item 2, those shares will not
be considered as present and entitled to vote with respect to such matter.
Accordingly, "broker non-votes" on this matter will not be counted as votes cast
in determining approval of the matter.
ITEM 1.
ELECTION OF DIRECTORS
Pursuant to Section 50A of Massachusetts General Laws Chapter 156B, the
Company has a classified Board of Directors consisting of two Class I Directors,
two Class II Directors and three Class III Directors. The Class I, Class II and
Class III Directors will serve until the Annual Meetings of Shareholders to be
held in 1997, 1995 and 1996, respectively, and until their respective successors
are duly elected and qualified. Under Massachusetts law, the Board of Directors
may be expanded, and vacancies and newly created directorships may be filled,
only by a majority vote of the remaining directors. At each Annual Meeting of
Shareholders, directors are elected for a full term of three years to succeed
those whose terms are expiring. At the Meeting, the shareholders will elect two
Class II Directors, whose terms will extend until the 1998 Annual Meeting.
Paul Penfield, Jr. and James H. Wright will complete their terms as Class
II Directors on May 11, 1995, and will not be seeking re-election to the Board
of Directors. The nominees for Class II Directors, William S. Antle III and
Richard G. Rogers, were nominated by the Board of Directors in March 1995.
Shares represented by all Proxies received by the Board of Directors and
not so marked as to withhold authority to vote for any individual nominee will
be voted (unless one or more nominees are unable or unwilling to serve) for the
election of the two nominees for Class II Directors. The Board of Directors
knows of no reason why any such nominee should be unable or unwilling to serve,
but if such should be the case, the persons named in the Proxy may vote the
Proxy for the election of a substitute.
4
<PAGE> 7
<TABLE>
NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS
The following table sets forth certain information about each nominee for
director and each member of the Board of Directors whose term expires in 1996 or
1997.
<CAPTION>
NUMBER OF
YEAR SHARES OF
BECAME A COMMON STOCK
DIRECTOR OF BENEFICIALLY PERCENT
BIOGRAPHICAL SUMMARIES OF NOMINEES AND DIRECTORS THE COMPANY OWNED(1) OF CLASS
------------------------------------------------ ----------- ------------ ------------
<S> <C> <C> <C>
NOMINEES FOR DIRECTOR WHOSE TERMS WILL EXPIRE IN 1998
(CLASS II DIRECTORS)
WILLIAM S. ANTLE III, 50, President and Chief Executive
Officer, Oak Industries, Inc., Waltham, Massachusetts... -- -- --
Mr. Antle has been President and Chief Executive
Officer of Oak Industries, Inc., a provider of
components and controls for leading manufacturers in
a range of industries, since December 1989. From
April 1989 to December 1989, Mr. Antle co-founded
and was Chairman of the Hadleigh Group, which was
formed to assist LBO investors in locating,
identifying and improving the profitability of
under-performing companies. Mr. Antle is a Director
of ESCO Electronics Corporation and Oak Industries,
Inc.
RICHARD G. ROGERS, 62, President, Tokyo Electron America,
Austin, Texas........................................... -- -- --
Mr. Rogers has been President of Tokyo Electron
America, a company that imports fabrication
equipment for use by U.S. semiconductor
manufacturers, since March 1994. From November 1991
to March 1994, he was President and Chief Executive
Officer of Electronic Associates Inc., an electronic
contract manufacturing company, located in West Long
Branch, New Jersey. From May 1991 through October
1991, Mr. Rogers was a private consultant. From
March 1988 through April 1991, he was Chief
Operating Officer of BTU International, a company
that manufactures thermal reactors, located in
Billerica, Massachusetts.
DIRECTORS WHOSE TERMS WILL EXPIRE IN 1997 (CLASS I
DIRECTORS)
JAMES F. LYONS, 60, President and Chief Executive Officer,
GenRad, Inc., Concord, Massachusetts.................... 1993 125,000(2) *
Mr. Lyons has been President and Chief Executive
Officer of the Company since July 1993. From January
1992 to July 1993, he was President and Chief
Executive Officer of Harry Gray Associates, a
management consulting and investment company. From
October 1989 to January 1992, Mr. Lyons was
President and Chief Operating Officer of American
Medical International.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
NUMBER OF
YEAR SHARES OF
BECAME A COMMON STOCK
DIRECTOR OF BENEFICIALLY PERCENT
BIOGRAPHICAL SUMMARIES OF NOMINEES AND DIRECTORS THE COMPANY OWNED(1) OF CLASS
------------------------------------------------ ----------- ------------ ------------
<S> <C> <C> <C>
ADRIANA STADECKER, 48, Managing Partner, The Boston
Consulting Firm, Newton Centre, Massachusetts........... 1994 14,000(3)(4) *
Ms. Stadecker was Founder and Managing Partner of EPIC
International from July 1994 through December 1994.
In January 1995, EPIC International merged with The
Boston Consulting Firm and Ms. Stadecker became
Managing Partner. From October 1992 through June
1994, Ms. Stadecker was responsible for Executive
Operations at Digital Equipment Corporation. She
became Vice President of this department in January
1993. From January 1991 through September 1992, Ms.
Stadecker was Group Human Resource Manager,
Worldwide Manufacturing and Logistics at Digital
Equipment Corporation. From August 1988 to December
1990, she was Group Human Resource Manager,
Semiconductor Operations at Digital Equipment
Corporation.
DIRECTORS WHOSE TERMS WILL EXPIRE IN 1996 (CLASS III
DIRECTORS)
EDWIN M. MARTIN, JR., 52, Partner, Piper & Marbury,
Washington, D.C......................................... 1989 16,500(3)(4) *
Mr. Martin has been a Partner at the law firm of Piper
& Marbury since February 1993. From October 1989
until February 1993, he was a Partner in the law
firm of Pepper, Hamilton & Scheetz.
WILLIAM G. SCHEERER, 57, Quality, Engineering, Software &
Technologies (QUEST Partnership) Vice President, AT&T
Bell Laboratories, Holmdel, New Jersey.................. 1988 16,850(3)(4) *
Mr. Scheerer had been the Executive Director, Quality,
Engineering, Software & Technologies at AT&T Bell
Laboratories since January 1993 until January 1994
when he became Quality, Engineering, Software &
Technologies (QUEST Partnership) Vice President.
From May 1990 through December 1992, Mr. Scheerer
was Executive Director, Quality Technologies &
International Planning at AT&T Bell Laboratories.
From May 1988 to May 1990, he was Executive
Director, Quality & International Planning at AT&T
Bell Laboratories.
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
NUMBER OF
YEAR SHARES OF
BECAME A COMMON STOCK
DIRECTOR OF BENEFICIALLY PERCENT
BIOGRAPHICAL SUMMARIES OF NOMINEES AND DIRECTORS THE COMPANY OWNED(1) OF CLASS
------------------------------------------------ ----------- ------------ ------------
<S> <C> <C> <C>
RUSSELL A. GULLOTTI, 52, President and Chief Executive
Officer, National Computer Systems, Inc., Eden Prairie,
Minnesota............................................... 1995 10,000(3) *
Mr. Gullotti has been President and Chief Executive
Officer of National Computer Systems, Inc. since
October 1994. From January 1994 until October 1994,
he was President, Americas Area, at Digital
Equipment Corporation. From 1982 to January 1994,
Mr. Gullotti held senior executive positions in
sales and marketing services and administration at
Digital Equipment Corporation. Mr. Gullotti is a
Director of National Computer Systems, Inc. Mr.
Gullotti was elected to GenRad's Board of Directors
in March 1995 to fill the vacancy created by the
resignation of Robert E. Anderson in January 1994.
<FN>
- - ---------------
(1) Share ownership information is as of March 14, 1995. Each person has sole
voting and investment power (or such power shared only with a spouse)
unless otherwise indicated.
(2) Amount shown represents options to purchase 125,000 shares of Common Stock.
Amount shown does not include options to purchase 375,000 shares of Common
Stock that could become exercisable based on the 20-day average price of
the Company's Common Stock as follows: 125,000 shares if the average price
reaches $6.67; 125,000 shares if the average price reaches $8.33; and
125,000 shares if the average price reaches $10.00.
(3) Includes for the following persons options to purchase the indicated number
of shares of Common Stock: Ms. Stadecker (12,500 shares), Mr. Martin
(15,000 shares), Mr. Scheerer (15,000 shares) and Mr. Gullotti (10,000
shares).
(4) Includes 1,500 shares of restricted stock issued on August 31, 1994. These
shares may not be transferred prior to the earlier to occur of (i) the
third, fourth and fifth anniversaries of the date of grant, each with
respect to one-third of the shares, (ii) the resignation of the director
from the Board of Directors with the consent of the majority of the members
of the Board, or the death or disability of the director, or (iii) a change
in control of the Company. Further, if a director resigns from the Board of
Director or refuses to stand for re-election without the consent of the
majority of the members of the Board prior to the date upon which the
restrictions on transfer lapse, the director forfeits to the Company all
shares of restricted stock issued to such director during the year
preceding such resignation or refusal.
</TABLE>
FURTHER INFORMATION REGARDING THE BOARD OF DIRECTORS AND CERTAIN EXECUTIVE
OFFICERS
The Compensation Committee of the Board reviews and makes recommendations
to the Board on matters relating to employee compensation and benefits,
determines the compensation of officers and other key employees and administers
the Company's 1982 Stock Option Plan, 1991 Equity Incentive Plan and Employee
Stock Purchase Plan. The members are Edwin M. Martin, Jr. (Chair), Paul
Penfield, Jr. and Adriana Stadecker. The Committee on Directors of the Board
identifies, screens and recommends individuals for Board membership. The
Committee on Directors of the Board will consider nominees recommended by
shareholders who submit such recommendations in writing prior to the time
shareholder proposals are due to be submitted for inclusion in proxy materials.
The members are William G. Scheerer (Chair), Adriana Stadecker and James H.
Wright. The Audit Committee of the Board reviews and monitors the Company's
financial reporting and accounting practices, and works with representatives of
the Company's independent auditors in establishing the scope of the audit and
conducting an independent review of the audit after its completion. The members
are James H. Wright (Chair), Edwin M. Martin, Jr. and William G. Scheerer. The
Technology Committee of the Board periodically reviews issues concerning product
technology with the Company's technical management and reports its assessments
to the Board. The members are Paul Penfield, Jr. (Chair) and William G.
Scheerer.
7
<PAGE> 10
In 1994 the Board of Directors met 11 times, its Audit Committee met three
times, its Compensation Committee met two times, its Committee on Directors met
four times and its Technology Committee met four times. All directors attended
at least 75% of the meetings of the Board and of all meetings of the committees
of the Board on which they served.
Each of the following persons who became an officer or director of the
Company during 1993 or 1994, John K. Bulman, Sarah H. Lucas, James F. Lyons,
Anthony M. Scotto, Jr., Adriana Stadecker and John C. Washburn, filed a Form 3
with the SEC after the 10th day following the date on which he or she became an
officer or director.
<TABLE>
COMPENSATION OF EXECUTIVES AND DIRECTORS
SUMMARY COMPENSATION TABLE
The following table sets forth certain information for the past three
fiscal years with respect to the annual and long-term compensation of the
Company's Chief Executive Officer and each of the four other most highly
compensated executive officers of the Company during the most recent fiscal year
and two additional executive officers of the Company whose employment with the
Company terminated in 1994 (such executive officers are sometimes collectively
referred to herein as the "named executive officers"):
<CAPTION>
LONG-TERM COMPENSATION
------------------------
ANNUAL COMPENSATION AWARDS
---------------------- ------------------------
RESTRICTED
STOCK SECURITIES ALL OTHER
SALARY BONUS AWARD(S) UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION(A) YEAR ($) ($)(C) ($)(D) OPTIONS(#) ($)(E)
------------------------------ ---- --------- -------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
James F. Lyons........................ 1994 $ 341,616 $ 98,314 $ -- -- $1,125
President and Chief 1993 157,921 150,000 -- 500,000 --
Executive Officer 1992 -- -- -- -- --
John K. Bulman........................ 1994 269,088(B) -- 175,000 65,000 1,125
Vice President, 1993 -- -- -- -- --
Sales and Service 1992 -- -- -- -- --
Sarah H. Lucas........................ 1994 139,874 50,000 -- 100,000 --
Vice President, 1993 -- -- -- -- --
Strategic Planning 1992 -- -- -- -- --
and Analysis
George A. O'Brien..................... 1994 53,847 15,000 -- 100,000 --
Vice President, 1993 -- -- -- -- --
Chief Financial Officer 1992 -- -- -- -- --
and Secretary
John C. Washburn...................... 1994 146,028 50,000 -- 100,000 1,125
Vice President, 1993 -- -- -- -- --
General Manager 1992 -- -- -- -- --
Concord Operations
Robert C. Aldworth.................... 1994 235,008 168,750 -- 100,000 1,125
Vice President, 1993 186,750 36,000 -- 45,000 --
Chief Financial Officer 1992 190,400 90,000 -- 60,000 --
and Secretary
Anthony M. Scotto, Jr. ............... 1994 103,338 25,782 -- 100,000 469
Vice President, 1993 -- -- -- -- --
Engineering and 1992 -- -- -- -- --
Customer Support
<FN>
- - ---------------
(A) Mr. Lyons joined the Company as President and Chief Executive Officer in
July 1993. Mr. Aldworth ceased to be an executive officer in November 1994,
and his employment with the Company terminated on December 31, 1994. Mr.
Bulman became an executive officer in January 1994, and his employment with
the Company terminated in March 1995. Ms. Lucas joined the Company as an
executive officer in January 1994. Mr. O'Brien joined the Company in
September 1994, and became an executive officer in
</TABLE>
8
<PAGE> 11
November 1994. Mr. Scotto became an executive officer in April 1994, and his
employment with the Company terminated in September 1994. Mr. Washburn
joined the Company as an executive officer in April 1994.
(B) Includes sales commissions of $74,058.
(C) The amount shown in 1993 for Mr. Lyons represents a one-time hiring bonus.
The bonus earned by Mr. Aldworth in 1994 includes an additional bonus
payment of $100,000 above the standard bonus amount otherwise due to him in
recognition of his contribution to several business transactions undertaken
by the Company.
(D) The number and value of restricted stock holdings as of December 31, 1994
for Mr. Bulman was 35,000 shares ($210,000). The value reflected in the
table was determined using a per share value of $5.00, the closing price of
the Common Stock on the NYSE on October 1, 1994, the date of grant. The
closing price of the Common Stock on the NYSE on Friday, December 30, 1994
was $6.00. All such restricted shares were forfeited to the Company on March
17, 1995, the date Mr. Bulman's employment with the Company terminated. No
cash dividends were paid on the Common Stock.
(E) The amounts shown were paid by the Company under its 401(k) plan.
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement with Mr. Lyons dated
July 7, 1993 which expires on July 7, 1996 and an employment agreement with Ms.
Lucas dated January 17, 1994 which expires on December 31, 1995. During the
terms of their agreements, Mr. Lyons and Ms. Lucas will continue to receive a
salary not less than their base salary in effect on the date of their
agreements, as such base salary may be increased from time to time (but subject
to reduction prior to a change in control in accordance with a general salary
reduction program), and fringe benefits consistent with those which they are
eligible to receive on the dates of their agreements. Pursuant to the terms of
his employment agreement, in the event that Mr. Lyons' employment is terminated
without cause (including certain terminations deemed to be without cause
following a change in control) prior to July 7, 1996, Mr. Lyons is entitled to
receive during the two-year period commencing with the date of termination the
continued payment of his base salary on such date, except that during the second
year of such period the amount to be paid will be reduced by any salary or other
compensation earned by Mr. Lyons from other employment. The Company is also
required to continue to provide Mr. Lyons with medical, dental and similar
health benefits until the earlier to occur of his full-time employment by
another company or the second anniversary of his date of termination. Pursuant
to the terms of her employment agreement, in the event that Ms. Lucas'
employment is terminated without cause (including certain terminations deemed to
be without cause following a change in control) prior to December 31, 1995, Ms.
Lucas is entitled to receive for one year commencing with the date of
termination the continued payment of her base salary on such date and, until
December 31, 1995, the continuation of her full medical, dental and similar
benefits.
Although Messrs. Washburn and O'Brien do not have employment agreements
with the Company, the terms of their employment provide that in the event that
their employment with the Company is terminated without cause, they are entitled
to receive during the two-year period commencing on the date of termination
their base annual salary and medical, dental and similar benefits in effect
immediately prior to their termination. Any health benefits continued after the
termination of their employment, however, will cease in the event of any new
employment. In addition, in the case of Mr. O'Brien, salary payments during the
two-year period are reduced by any salary received from new employment and, in
the case of Mr. Washburn, salary payments during the second year of the two-year
period are reduced by any salary received from new employment.
Pursuant to the terms of an agreement with the Company dated September 7,
1994, Mr. Aldworth terminated his employment with the Company effective December
31, 1994 and resigned as an executive officer of the Company in November 1994.
Pursuant to this agreement, during each year of the two-year period ending on
December 31, 1996, the Company agreed to pay Mr. Aldworth an amount equal to his
ending annual salary of $250,000 and to maintain in effect Mr. Aldworth's life,
medical, dental and similar
9
<PAGE> 12
benefits from the Company. In addition, during said period, for purposes of the
Company's equity incentive plans, Mr. Aldworth will be deemed to be an employee
of the Company.
The Company's employment agreements with Messrs. Aldworth, Bulman and
Scotto were terminated in December 1994, March 1995 and September 1994,
respectively.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding options
granted during the fiscal year ended December 31, 1994 by the Company to each of
the named executive officers:
<CAPTION>
POTENTIAL
REALIZABLE
INDIVIDUAL GRANTS VALUE AT
- - --------------------------------------------------------------------------------------------- ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF
SECURITIES OPTIONS STOCK PRICE
UNDERLYING GRANTED TO EXERCISE APPRECIATION
OPTIONS EMPLOYEES OR BASE FOR OPTION TERM(A)
GRANTED IN FISCAL PRICE MARKET EXPIRATION --------------------
NAME (#)(B) YEAR ($/SH) PRICE($) DATE(C) 5%($) 10%($)
- - ---- ---------- ---------- -------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
James F. Lyons............... -- -- $ -- $ -- -- $ -- $ --
John K. Bulman............... 65,000 2.1% 5.75 5.75 6/17/95 235,049 595,661
Sarah H. Lucas............... 100,000 3.3% 5.75 5.75 4/04/04 361,614 916,402
George A. O'Brien............ 100,000 3.3% 4.88 4.88 9/26/04 306,586 776,949
John C. Washburn............. 100,000 3.3% 5.75 5.75 4/04/04 361,614 916,402
Robert C. Aldworth........... 100,000 3.3% 5.75 5.75 12/31/94 361,614 916,402
Anthony M. Scotto, Jr. ...... 100,000 3.3% 5.75 5.75 12/16/94 361,614 916,402
<FN>
- - ---------------
(A) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock appreciation of 5% and 10% compounded
annually from the date the respective options were granted to their
expiration date. Actual gains, if any, on stock appreciation exercises will
depend on the future performance of the Common Stock and the date on which
the options are exercised. Amounts shown assume that all options vest in
accordance with terms of each executive officer's own stock option
agreement. The Company has not granted stock appreciation rights to date.
(B) Mr. Bulman's options for 65,000 shares become exercisable based on the
20-day average price of the Company's Common Stock as follows: 21,667 shares
if the average price reaches $8.00; 21,667 shares if the average price
reaches $10.00; and 21,666 shares if the average price reaches $12.00. Ms.
Lucas', Mr. O'Brien's and Mr. Washburn's options for 100,000 shares each
become exercisable based on the 20-day average price of the Company's Common
Stock as follows: 33,334 shares if the average price reaches $8.00; 33,333
shares if the average price reaches $10.00; and 33,333 shares if the average
price reaches $12.00.
(C) In connection with the termination of Messrs. Aldworth's, Bulman's and
Scotto's employment with the Company, the options granted to them in 1994
expired or will expire on the indicated dates.
</TABLE>
10
<PAGE> 13
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth the aggregate dollar value of all options
exercised and the total number of unexercised options held on January 1, 1995 by
each of the named executive officers:
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
FY-END(#) AT FY-END($)(B)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED($)(A) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James F. Lyons................. -- $ -- 125,000 375,000 $ 312,500 $ 937,500
John K. Bulman................. 1,333 4,499 2,000 65,000 5,000 16,250
Sarah H. Lucas................. -- -- -- 100,000 -- 25,000
George A. O'Brien.............. -- -- -- 100,000 -- 112,500
John C. Washburn............... -- -- -- 100,000 -- 25,000
Robert C. Aldworth............. 82,600 380,075 87,400 -- 299,500 --
Anthony M. Scotto, Jr.......... 19,999 74,414 -- -- -- --
<FN>
- - ---------------
(A) Value is calculated based on the difference between the option exercise
price and the closing market price of the Common Stock on the date of
exercise multiplied by the number of shares to which the exercise relates.
(B) The closing price for the Company's Common Stock on the NYSE on December 30,
1994, the last business day of fiscal 1994, was $6.00. Value is calculated
on the basis of the difference between the option exercise price and $6.00
multiplied by the number of shares of Common Stock underlying the option.
</TABLE>
PENSION PLAN
GenRad has a defined benefit pension plan designed to provide retirement
benefits for employees in the United States and incidental benefits to their
beneficiaries. Generally, an employee is eligible to participate in the Pension
Plan after one year of service and benefits become fully vested after five years
of service. Normal retirement age under the Pension Plan is generally age 65,
but participants may be eligible to elect early retirement at age 50. Benefits
are calculated on the basis of a formula described in the Pension Plan, taking
into account the participant's (i) final average earnings, (ii) final average
earnings in excess of the average Social Security wage base and (iii) years of
service up to 50. Final average earnings is based on the five highest
consecutive calendar year's earnings. The average Social Security wage base is
determined using the 35 annual Social Security wage bases prior to a
participant's Social Security normal retirement age. Pensionable earnings for
each of the named executives is comprised of both "Salary" and "Bonus" set forth
opposite such executive's name found in the Summary Compensation Table, limited
to the maximum earnings allowed under Section 401(a)(17) of the Internal Revenue
Code of 1986, as amended (the "Code"). Beginning in 1994, remuneration which can
be taken into account in calculating benefits under the Pension Plan was limited
to $150,000 (subject to certain cost of living adjustments). Currently, accrued
benefits in excess of the amount determined with respect to such compensation
will be preserved.
The benefits determined under the Pension Plan are normally paid in the
form of a life annuity. The payments are limited by Section 415 of the Code. The
annual benefit limit for 1994 was $118,800 and the limit for 1995 is $120,000.
The Pension Plan is qualified under Section 401 of the Code and satisfies the
requirements of the Employee Retirement Income Security Act of 1974 ("ERISA").
The Company contributes to the Pension Plan amounts sufficient to satisfy the
minimum funding requirement of ERISA. On January 31, 1995 the Company ceased all
benefit accruals under the Pension Plan.
11
<PAGE> 14
PENSION PLAN TABLE
The following table sets forth, for selected income and length of service
categories, the amount of yearly benefits payable after retirement under the
Pension Plan as a single life annuity.
<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------------
REMUNERATION 15 20 25 30 35
- - ------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
$100,000..................................... $14,148 $18,864 $23,580 $33,012 $33,012
150,000..................................... 21,648 28,864 36,080 43,296 50,512
200,000..................................... 29,148 38,864 48,580 58,296 68,012
250,000 and above........................... 34,524 46,032 57,540 69,048 80,556
</TABLE>
The years of service credited to the following named executive officers at
year-end 1994 were: James F. Lyons, 1, Robert C. Aldworth, 2, John K. Bulman, 5,
and Anthony M. Scotto, Jr., 15; Sarah H. Lucas, George A. O'Brien and John C.
Washburn were ineligible to participate in the Pension Plan during 1994.
COMPENSATION OF DIRECTORS
Directors who are not employees of GenRad receive an annual cash retainer
of $10,000 and an annual grant of 1,500 restricted shares of the Company's
Common Stock (see note (4) on page 7). Directors who are not employees of GenRad
also receive a fee of $750 for each directors meeting attended. Non-employee
directors who serve as committee chair of the Audit Committee, the Compensation
Committee, the Committee on Directors or the Technology Committee receive a fee
of $1,000 for attending each committee meeting. Non-employee directors who are
members of the Audit Committee, the Compensation Committee, the Committee on
Directors and the Technology Committee receive a fee of $750 for attending each
committee meeting. Directors are also reimbursed for any expenses attendant to
Board membership.
Pursuant to the 1991 Directors' Stock Option Plan, each non-employee
director is granted an option to purchase 2,500 shares of the Company's Common
Stock each year on the fifth business day following the release of annual
earnings. The option exercise price for options granted under the 1991
Directors' Stock Option Plan is equal to the closing price per share of the
Company's Common Stock on the date of grant ($6.00 in 1994). Each option may be
exercised at any time, in whole or in part, prior to the fifth anniversary of
the date of grant. Also pursuant to the 1991 Directors' Stock Option Plan, each
non-employee who becomes a director after May 1991, is granted options to
purchase 10,000 shares of the Company's Common Stock on the day that he or she
becomes a director. The option exercise price for these options is equal to the
closing price per share of the Company's Common Stock on the date of grant. Each
option may be exercised at any time, in whole or in part, prior to the fifth
anniversary of the date of grant.
Effective August 5, 1994, EPIC International, whose Managing Partner at
that time was Ms. Stadecker, entered into a consulting agreement with GenRad to
assess and provide a strategic plan for the Company. In connection with these
services, EPIC International was paid a total of $61,550 in 1994. This agreement
terminated on December 18, 1994.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Company's Board of Directors is
responsible for establishing compensation policies with respect to the Company's
executive officers, including the Chief Executive Officer and the other named
executive officers, and setting the compensation for these individuals. The
Compensation Committee consists of the three non-employee directors listed
below.
The Compensation Committee seeks to achieve three broad goals through the
Company's executive compensation programs and decisions regarding individual
compensation. First, the Compensation Committee seeks to enable the Company to
attract and retain key executives. Second, the Compensation Committee seeks to
reward executives for the achievement of specified business objectives of the
Company and, for 1995, individual performance objectives. By tying compensation
in part to particular goals, the Compensation Committee believes that a
performance-oriented environment is created for the Company's executives.
Finally, the Company's executive compensation programs are intended to provide
executives with an equity
12
<PAGE> 15
interest in the Company so as to link a portion of the compensation of the
Company's executives with the performance of the Company's Common Stock.
The compensation programs for the Company's executives established by the
Compensation Committee consist of three elements based upon the foregoing
objectives: base salary; annual cash bonus; and stock-based equity incentives,
primarily participation in the Company's 1991 Equity Incentive Plan.
In establishing base salaries for executives, the Compensation Committee
monitors standards at comparable companies, particularly those that are in the
same or related industries and/or same general geographical area as the Company,
considers historic salary levels of the individual and the nature of the
individual's responsibilities and compares the individual's base salary with
those of other executives at the Company. To the extent determined to be
appropriate, the Compensation Committee also considers general economic
conditions and the Company's financial performance in establishing base salaries
of executives.
The Compensation Committee generally structures cash bonuses by linking
them to the achievement of specified Company and personal performance
objectives.
Stock option grants in 1994 were designed to make a meaningful portion of
the named executive officers' compensation dependent upon the performance of the
Company's Common Stock. The options granted in 1994 to the Company's executive
officers become exercisable only if the price of the Company's Common Stock
reaches certain levels; one-third of the option shares granted in 1994 vest only
after the stock price reaches levels of each of $8.00, $10.00 and $12.00.
On July 7, 1993, the Company elected a new Chief Executive Officer, James
F. Lyons. In determining his compensation arrangements in 1994, the Compensation
Committee followed the policies set forth above. First, Mr. Lyons' base
compensation was established to match with median levels for Chief Executive
Officers of electronics companies of comparable size and increased by 10% in
1994 on the same considerations. Second, his participation in the 1994 incentive
compensation plan with the result that he received incentive compensation equal
to 25% of his base compensation as a result of the Company achieving its
objectives is consistent with the goal to reward for the achievement of the
Company objectives. Finally, the stock option granted to Mr. Lyons in 1993,
particularly its vesting provisions which are tied to increases in the trading
price of the Company's Common Stock on the New York Stock Exchange, was intended
to link the rewards of the Chief Executive Officer to those of the Company's
shareholders. Based on the size of Mr. Lyons' stock option grant in 1993, no
additional options were granted to him in 1994.
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation over $1 million
paid to the corporation's Chief Executive Officer and four other most highly
compensated executive officers. Qualifying performance-based compensation will
not be subject to the deduction limit if certain requirements are met. The
Company is currently considering whether to structure the performance-based
portion of the compensation of its executive officers in a manner that complies
with this new statute, although the Company believes that, in light of its
current net operating loss carryforward, such compliance will not be important
in the near future.
Edwin M. Martin, Jr., Chair
Paul Penfield, Jr.
Adriana Stadecker
13
<PAGE> 16
STOCK PERFORMANCE CHART
The following chart and table compare the yearly percentage change in the
cumulative total shareholder return on the Company's Common Stock during the
five years ended December 31, 1994 with the total return on the S&P High
Technology Composite Index and the S&P 500 Composite Index. The comparison
assumes $100 was invested on December 29, 1989 in the Company's Common Stock and
in each of the foregoing indices and assumes reinvestment of dividends.
<TABLE>
<CAPTION>
Company/Index 1989 1990 1991 1992 1993 1994
------------------------------------------ ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
GenRad, Inc. $100 $ 32 $ 39 $100 $122 $117
S&P High Technology Composite Index 100 102 117 121 149 174
S&P 500 Composite Index 100 97 126 136 150 152
</TABLE>
ITEM 2.
PROPOSAL TO AMEND THE 1991 DIRECTORS' STOCK OPTION PLAN
On May 9, 1991, the shareholders of the Company approved the 1991
Directors' Stock Option Plan (the "Plan") pursuant to which options to purchase
shares of the Company's Common Stock are automatically granted at specified
times to the non-employee directors of the Company. A maximum of 100,000 shares
of the Company's Common Stock can be issued under the Plan. Currently, 10,000
shares of the Company's Common Stock remain available to be granted under the
Plan, which terminates in accordance with its terms on March 29, 1996.
The Board of Directors believes that it is in the best interest of the
Company and its shareholders to increase the number of shares which may be
issued under the Plan to 200,000 and to extend the termination date of the Plan
to March 29, 1999. The Board so amended the Plan on March 20, 1995, subject to
shareholder approval. The Board of Directors believes that the amendment and
continuation of the Plan are important to promote the recruitment and retention
of highly qualified outside directors and to strengthen the commonality of
interest between directors and shareholders.
The following is a summary of the material provisions of the Plan and is
qualified in its entirety by reference to the complete text of the Plan, as it
is proposed to be amended, which is attached to this Proxy Statement as Exhibit
A.
The Plan is administered by the Company's Board of Directors which has the
power to construe and interpret the terms and provisions of the Plan. While
grants of stock options under the Plan are automatic and
14
<PAGE> 17
non-discretionary, all questions of interpretation of the Plan are determined by
the Board of Directors. Only directors of the Company who are not employees of
the Company are eligible to participate in the Plan.
Following the approval of the Plan by the shareholders of the Company on
May 9, 1991, an option to purchase 5,000 shares of the Company's Common Stock
was automatically granted to each eligible director under the Plan. Currently,
the Plan provides that (i) each person who becomes an eligible director receives
the grant of an option to purchase 10,000 shares of the Company's Common Stock
on the close of business on the date of his or her initial election to the Board
of Directors and (ii) each eligible director is granted an additional option to
purchase 2,500 shares of Common Stock each year on the close of business on the
fifth business day following the public release of the Company's annual earnings
for the preceding fiscal year, provided that he or she is an eligible director
on the date of grant. The option exercise price for each option granted under
the Plan is equal to the closing price per share of the Company's Common Stock
on the NYSE on the date of grant. All options granted under the Plan are
exercisable at any time prior to the fifth anniversary of the date of grant.
In the event of any merger, consolidation, sale of all or substantially all
of the assets of the Company, reorganization, recapitalization, stock dividend,
stock split, reverse stock split or other similar transaction, an appropriate
and proportionate adjustment may be made in the number and kind of shares
reserved for issuance under the Plan or subject to outstanding options and in
the exercise price of outstanding options under the Plan. Further, in the event
of a consolidation, merger or sale of all or substantially all of the assets of
the Company or in the event of a liquidation of the Company, the Board of
Directors of the Company may take any one or more of the following actions, as
to any outstanding options: (i) provide that such options will be assumed, or
equivalent options substituted, by the acquiring or successor corporation, (ii)
provide that all unexercised options will terminate immediately prior to the
consummation of any such transaction unless exercised by the optionee within a
specified period or (iii) in the event of merger, where shares of the Company's
Common Stock are exchanged for cash, provide for a cash payment to the director
equal to the difference between the merger consideration and the exercise price
of outstanding options.
The provisions of the Plan specifying those persons who are eligible to
participate in the Plan, the timing and size of the automatic option grants and
the method by which the option exercise price is determined may not be amended
more than once every six months, other than to comport with changes in the Code.
Otherwise, the Board of Directors may modify or amend the Plan in any respect,
except that if the approval of the shareholders of the Company is required as to
such modification or amendment under Rule 16b-3 under the Securities Exchange
Act of 1934, the Board of Directors may not effect such modification or
amendment without shareholder approval.
The Plan currently provides that unless it is terminated earlier in
connection with a merger, reorganization or similar transaction, the Plan will
terminate upon the earlier of March 29, 1996 or the day on which all shares
available for the issuance under the Plan have been issued pursuant to the
exercise of options granted under the Plan.
The options granted under the Plan will be non-statutory stock options not
intended to qualify under Section 422 of the Code. The grant of options will not
result in taxable income to the director or a tax deduction for the Company. The
exercise of an option will result in taxable ordinary income to the director and
a corresponding deduction for the Company, in each case equal to the difference
between the fair market value of the shares on the date the option was granted
(the option exercise price) and their fair market value on the date the option
was exercised.
To date, the current non-employee directors of the Company have received
the grant of options under the Plan to purchase an aggregate of 82,500 shares of
the Company's Common Stock. If the proposed amendment is approved, Messrs. Antle
and Roger, who are nominees for director but not current members of the Board of
Directors, if elected by the shareholders at the Meeting, each will be entitled
to the automatic grant of an option to purchase 10,000 shares of Common Stock
and, thereafter, each member of the Board of Directors who continues to be an
eligible director will receive the grant of options to purchase 2,500 shares of
the Company's Common Stock, as discussed above. On March 29, 1995, the closing
price of the Company's Common Stock on the NYSE was $5.375.
15
<PAGE> 18
THE BOARD OF DIRECTORS URGES THE SHAREHOLDERS TO VOTE FOR THE AMENDMENT OF
THE PLAN TO INCREASE TO 200,000 THE NUMBER OF SHARES OF THE COMPANY'S COMMON
STOCK WHICH MAY BE ISSUED THEREUNDER AND TO EXTEND THE TERMINATION DATE OF THE
PLAN UNTIL MARCH 29, 1999.
SELECTION OF AUDITORS
The Board of Directors has selected, effective April 1, 1995, Price
Waterhouse LLP, independent public accountants, as independent auditors of
GenRad for the fiscal year ending December 30, 1995.
On March 22, 1995, GenRad notified Arthur Andersen LLP of its dismissal as
GenRad's independent auditors. This action was approved by the Audit Committee
and the Board of Directors. During the two consecutive fiscal years ending
December 31, 1994, and the subsequent interim period (the first fiscal quarter
of 1995), there were no disagreements with Arthur Andersen LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to the satisfaction of Arthur Anderson
LLP, would have caused it to make a reference to the subject matter of such
disagreement in connection with its audit reports. Arthur Andersen LLP's report
on the Financial Statements of GenRad for the two consecutive fiscal years ended
December 31, 1994 did not contain an adverse opinion or a disclaimer of opinion
nor were the reports qualified or modified as to uncertainty, audit scope or
accounting principles.
GenRad has been advised by Price Waterhouse LLP and Arthur Andersen LLP
that representatives of each firm will be present at the Meeting, and will have
the opportunity to make a statement if they so desire as well as be available to
respond to appropriate questions.
SHAREHOLDER PROPOSALS
Shareholder proposals for inclusion in proxy materials for the 1996 Annual
Meeting of Shareholders must be submitted in writing by December 9, 1995 to the
Secretary of the Company, 300 Baker Avenue, Concord, Massachusetts 01742-2174.
OTHER BUSINESS
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the Notice of Meeting. If
any other business properly comes before the Meeting, it is the intention of the
persons named in the enclosed Proxy to vote or otherwise act in accordance with
their judgment on such matters.
GEORGE A. O'BRIEN, Secretary
April 7, 1995
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, PLEASE SEND IN YOUR
PROXY WITHOUT DELAY. PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE
APPRECIATED. ANY SHAREHOLDER GIVING A PROXY MAY REVOKE AT ANY TIME IF IT HAS NOT
BEEN VOTED.
16
<PAGE> 19
EXHIBIT A
GENRAD, INC.
1991 DIRECTORS' STOCK OPTION PLAN
1. PURPOSE.
The purpose of this 1991 Directors' Option Plan (the "Plan") of GenRad,
Inc. (the "Company") is to promote the recruiting and retention of highly
qualified outside directors and to strengthen the commonality of interest
between directors and shareholders. Except where the context otherwise requires,
the term "Company" shall include all present and future subsidiaries of the
Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of
1986, as amended or replaced from time to time (the "Code").
2. ADMINISTRATION.
The Plan will be administered by the Board of Directors of the Company,
whose construction and interpretation of the terms and provisions of the Plan
shall be final and conclusive. Grants of stock options under the Plan and the
amount and nature of the awards to be granted shall be automatic and non-
discretionary in accordance with Section 5. However, all questions of
interpretation of the Plan or of any options issued under it shall be determined
by the Board of Directors and such determination shall be final and binding upon
all persons having an interest in the Plan. No director shall be liable for any
action or determination under the Plan made in good faith.
3. PARTICIPATION IN THE PLAN.
Directors of the Company who are not employees of the Company shall be
eligible to be granted options under the Plan.
4. STOCK SUBJECT TO THE PLAN.
(a) The maximum number of shares which may be issued under the Plan shall
be 200,000 shares of the Company's Common Stock, $1.00 par value per share
("Common Stock"), subject to adjustment as provided in Section 9.
(b) If any outstanding option under the Plan for any reason expires or is
terminated without having been exercised in full, the shares allocable to the
unexercised portion of such option shall again become available for grant
pursuant to the Plan.
(c) All options granted under the Plan shall be non-statutory options which
are not intended to meet the requirements of Section 422 of the Code.
5. TERMS, CONDITIONS AND FORM OF OPTIONS.
Each option granted under the Plan shall be evidenced by a written
agreement in such form as the Board of Directors shall from time to time
approve, which agreements shall comply with and be subject to the following
terms and conditions:
(a) Option Grant Dates. Options shall be granted automatically to all
eligible directors as follows: (i) each director who is eligible for
participation shall be granted an option to purchase 5,000 shares of Common
Stock on the close of business on the fifth business day following approval
of the Plan by the holders of a majority of the shares of Common Stock
present or represented at a meeting of the Company's shareholders duly
called and held in accordance with the Company's by-laws and applicable
law; (ii) each person who becomes an eligible director after the date of
shareholder approval of the Plan shall be granted an option to purchase
10,000 shares of Common Stock on the close of business on the date of his
or her initial election to the Board of Directors; and (iii) each eligible
director shall be granted
A-1
<PAGE> 20
an additional option to purchase 2,500 shares of Common Stock for each
fiscal year on the close of business on the fifth business day following
public release of the Company's annual earnings for the preceding fiscal
year, provided he or she is an eligible director on the date of grant.
(b) Option Exercise Price. The option exercise price per share for
each option granted under the Plan shall equal the closing price per share
of the Company's Common Stock on the New York Stock Exchange, or the
principal exchange on which the Common Stock is then listed, on the date of
grant (or if no such price is reported on such date, such price as reported
on the nearest preceding date on which such price is reported).
(c) Options Non-Transferable. Each option granted under the Plan by
its terms shall not be transferable by the optionee otherwise than by will
or by the laws of descent and distribution, or pursuant to a qualified
domestic relations order (as defined in Section 414(p) of the Code) and
shall be exercised during the lifetime of the optionee only by such
optionee.
(d) Exercise Period. Each option may be exercised at any time and
from time to time, in whole or in part, prior to the fifth anniversary of
the date of grant.
(e) Exercise Procedure. Options may be exercised only by written
notice to the Company at its principal office accompanied by payment of the
full consideration for the shares as to which they are exercised.
(f) Payment of Purchase Price. Payment of the exercise price may be
made, at the election of the optionee, (i) by delivery of cash or a check
to the order of the Company in an amount equal to the exercise price, (ii)
by delivery to the Company of shares of Common Stock of the Company already
owned and held by the optionee for at least twelve months and having a fair
market value equal in amount to the exercise price of the options being
exercised, or (iii) by any combination of such methods of payment. The fair
market value of any shares of Common Stock which may be delivered upon
exercise of an option shall be determined by the Company as of the date
that such shares are delivered.
6. ASSIGNMENTS.
The rights and benefits under the Plan may not be assigned except as
provided in Section 5.
7. TIME FOR GRANTING OPTIONS.
All options for shares subject to the Plan shall be granted, if at all, not
later than eight years after the date of the Board's adoption of the Plan.
8. LIMITATION OF RIGHTS.
(a) No Right to Continue as a Director. Neither the Plan, nor the granting
of an option nor any other action taken pursuant to the Plan, shall constitute
or be evidence of any agreement or understanding, express or implied, that the
Company will retain a director for any period of time.
(b) No Shareholder Rights for Options. An optionee shall have no rights as
a shareholder with respect to the shares covered by his or her option until the
date of the issuance to him or her of a stock certificate therefor, and no
adjustment will be made for dividends or other rights for which the record date
is prior to the date such certificate is issued.
9. ADJUSTMENT PROVISIONS.
(a) Recapitalizations. If, through or as a result of any merger,
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction, (i) the outstanding shares of
Common Stock are increased or decreased or are exchanged for a different number
or kind of shares or other securities of the Company, or (ii) additional shares
or new or different shares or other securities of the Company or other non-cash
assets are distributed with respect to such shares of Common Stock or other
securities, an appropriate and
A-2
<PAGE> 21
proportionate adjustment may be made in (x) the maximum number and kind of
shares reserved for issuance under the Plan, (y) the number and kind of shares
or other securities subject to then outstanding options under the Plan, and (z)
the price for each share subject to any then outstanding options under the Plan,
without changing the aggregate purchase price as to which such options remain
exercisable, provided that no adjustment shall be made pursuant to this Section
9 if such adjustment would cause the Plan to fail to comply with Rule 16b-3
under the Securities Exchange Act of 1934 (the "Exchange Act"), or any successor
rule ("Rule 16b-3").
(b) Mergers. In the event of a consolidation or merger or sale of all or
substantially all of the assets of the Company in which outstanding shares of
Common Stock are exchanged for securities, cash or other property of any other
corporation or business entity or in the event of a liquidation of the Company,
the Board of Directors of the Company, or the board of directors of any
corporation assuming the obligations of the Company, may, in its discretion,
take any one or more of the following actions, as to outstanding options: (i)
provide that such options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), (ii) upon written notice to the optionees, provide that all
unexercised options will terminate immediately prior to the consummation of such
transaction unless exercised by the optionee within a specified period following
the date of such notice, (iii) in the event of a merger under the terms of which
holders of the Common Stock of the Company will receive upon consummation
thereof a cash payment for each share surrendered in the merger (the "Merger
Price"), make or provide for a cash payment to the optionees equal to the
difference between (A) the Merger Price times the number of shares of Common
Stock subject to such outstanding options (to the extent then exercisable at
prices not in excess of the Merger Price) and (B) the aggregate exercise price
of all such outstanding options in exchange for the termination of such options,
and (iv) provide that all or any outstanding options shall become exercisable in
full.
10. CHANGE IN CONTROL.
Notwithstanding any other provision of the Plan, in the event of a "Change
in Control of the Company" (as defined below), the exercise dates of all options
then outstanding shall be accelerated in full and any restrictions on exercising
outstanding options issued pursuant to the Plan prior to any given date shall
terminate. For purposes of the Plan, a "Change in Control of the Company" shall
occur or be deemed to have occurred only if (i) any "person", as such term is
used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company,
any trustee or other fiduciary holding securities under an employee benefit plan
of the Company, or any corporation owned directly or indirectly by the
shareholders of the Company in substantially the same proportion as their
ownership of stock of the Company), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the combined voting power
of the Company's then outstanding securities; (ii) during any period of two
consecutive years ending during the term of the Plan (not including any period
prior to the adoption of the Plan), individuals who at the beginning of such
period constitute the Board of Directors of the Company, and any new director
(other than a director designated by a person who has entered into an agreement
with the Company to effect any transaction described in clause (i), (iii) or
(iv) of this Section 10) whose election by the Board of Directors or nomination
for election by the Company's shareholders was approved by a vote of at least
two-thirds of the directors then still in office who were either directors at
the beginning of the period or whose election or whose nomination for election
was previously so approved (collectively, the "Disinterested Directors"), cease
for any reason to constitute a majority of the Board of Directors; (iii) the
shareholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than (A) a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation or (B) a
merger or consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no "person" (as hereinabove defined) acquires
more than 50% of the combined voting power of the Company's then outstanding
securities; or (iv) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement
A-3
<PAGE> 22
for the sale or disposition by the Company of all or substantially all of the
Company's assets which, in either case, has not previously been approved by a
majority of the Disinterested Directors.
11. AMENDMENT OF THE PLAN.
(a) The provisions of Sections 3, 5(a) and 5(b) of the Plan shall not be
amended more than once every six months, other than to comport with changes in
the Code, the Employee Retirement Income Security Act of 1974, or the rules
thereunder. Subject to the foregoing, the Board of Directors may at any time,
and from time to time, modify or amend the Plan in any respect, except that if
at any time the approval of the shareholders of the Company is required as to
such modification or amendment under Rule 16b-3, the Board of Directors may not
effect such modification or amendment without such approval.
(b) The termination or any modification or amendment of the Plan shall not,
without the consent of an optionee, affect his or her rights under an option
previously granted to him or her. With the consent of the optionees affected,
the Board of Directors may amend outstanding option agreements in a manner not
inconsistent with the Plan. The Board of Directors shall have the right to amend
or modify the terms and provisions of the Plan and of any outstanding option to
the extent necessary to ensure the qualification of the Plan under Rule 16b-3.
12. WITHHOLDING.
The Company shall have the right to deduct from payments of any kind
otherwise due to the optionee any federal, state or local taxes of any kind
required by law to be withheld with respect to any shares issued upon exercise
of options under the Plan. Subject to the prior approval of the Company, which
may be withheld by the Company in its sole discretion, the optionee may elect to
satisfy such obligations, in whole or in part, (i) by causing the Company to
withhold shares of Common Stock otherwise issuable pursuant to the exercise of
an option or (ii) by delivering to the Company shares of Common Stock already
owned by the optionee. The shares so delivered or withheld shall have a fair
market value equal to such withholding obligation. The fair market value of the
shares used to satisfy such withholding obligation shall be determined by the
Company as of the date that the amount of tax to be withheld is to be
determined. An optionee who has made an election pursuant to this Section 12 may
only satisfy his or her withholding obligation with shares of Common Stock which
are not subject to any repurchase, forfeiture, unfulfilled vesting or other
similar requirements. Notwithstanding the foregoing, no election to use shares
for the payment of withholding taxes shall be effective unless made in
compliance with any applicable requirements of Rule 16b-3.
13. NOTICE.
Any written notice to the Company required by any of the provisions of the
Plan shall be addressed to the Chief Executive Officer of the Company and shall
become effective when it is received.
14. EFFECTIVE DATE AND DURATION OF THE PLAN.
(a) Effective Date. The Plan shall become effective when adopted by the
Board of Directors, but no option granted under the Plan shall become
exercisable unless and until the Plan shall have been approved by the Company's
shareholders. If such shareholder approval is not obtained within twelve months
after the date of the Board's adoption of the Plan, all options granted under
the Plan shall terminate and no further options shall be granted under the Plan.
Amendments to the Plan not requiring shareholder approval shall become effective
when adopted by the Board of Directors; amendments requiring shareholder
approval (as provided in Section 11(a)) shall become effective when adopted by
the Board of Directors, but no option issued after the date of such amendment
shall become exercisable (to the extent that such amendment to the Plan was
required to enable the Company to grant such option to a particular optionee)
unless and until such amendment shall have been approved by the Company's
shareholders. If such shareholder approval is not obtained within twelve months
of the Board's adoption of such amendment, any options granted on or after the
date of such amendment shall terminate to the extent that such amendment to the
Plan was required to enable
A-4
<PAGE> 23
the Company to grant such option to a particular optionee. Subject to this
limitation, options may be granted under the Plan at any time after the
effective date and before the date fixed for termination of the Plan.
(b) Termination. Unless earlier terminated pursuant to Section 9, the Plan
shall terminate upon the earlier of (i) March 29, 1999, or (ii) the date on
which all shares available for issuance under the Plan shall have been issued
pursuant to the exercise of options granted under the Plan. If the date of
termination is determined under (i) above, then options outstanding on such date
shall continue to have force and effect in accordance with the provisions of the
instruments evidencing such options.
15. GENERAL RESTRICTIONS.
(a) Investment Representations. The Company may require any person to whom
an option is granted, as a condition of exercising such option, to give written
assurances in substance and form satisfactory to the Company to the effect that
such person is acquiring the Common Stock subject to the option for his or her
own account for investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as the Company deems
necessary or appropriate in order to comply with federal and applicable state
securities laws.
(b) Compliance with Securities Laws. Each option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such option
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental or regulatory body, or that the disclosure or
non-public information or the satisfaction of any other condition is necessary
as a condition of, or in connection with, the issuance or purchase of shares
thereunder, such option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, or satisfaction of
such condition shall have been effected or obtained on conditions acceptable to
the Board of Directors. Nothing herein shall be deemed to require the Company to
apply for or to obtain such listing, registration or qualification, or to
satisfy such condition.
16. GOVERNING LAW.
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the Commonwealth of Massachusetts.
As amended by the Board of Directors
on March 20, 1995.
A-5
<PAGE> 24
GENRAD CHOICE INVESTMENT PLAN
300 BAKER AVENUE
CONCORD, MASSACHUSETTS 01742-2174
NOTICE TO PARTICIPANTS OF THE GENRAD CHOICE INVESTMENT PLAN
OF THE ANNUAL MEETING OF GENRAD SHAREHOLDERS
The GenRad Choice Investment Plan ("ChIP") provides that The Vanguard Group
of Investment Companies ("Vanguard"), as Trustee of ChIP, will follow the voting
instructions of the ChIP Participants with respect to any voting rights
pertaining to their respective interests in shares of GenRad, Inc. Common Stock
held in ChIP Parts I and II.
The Annual Meeting of Shareholders of GenRad, Inc. ("GenRad" or the
"Company") will be held on Thursday, May 11, 1995 at 11:00 a.m. at the Bank of
Boston auditorium (Street Floor), 100 Federal Street, Boston, Massachusetts, and
any adjournment thereof (the "Meeting"), for the following purposes:
1. To elect William S. Antle III and Richard G. Rogers to the Board of
Directors to serve as Class II Directors for three-year terms.
2. To consider and act upon amendments to the Company's 1991 Directors'
Stock Option Plan (the "Plan") increasing the number of shares subject
to the Plan and extending the term of the Plan.
3. To transact such other business as may properly come before said
Annual Meeting or any adjournment thereof.
The attached Proxy Statement describes the matters to be acted upon at the
meeting and contains information required to be disclosed in connection with the
solicitation of Proxies for the meeting. The enclosed Voting Instruction Card
identifies the number of shares of GenRad Common Stock that you may direct the
Trustee to vote.
Please complete, date and sign the Voting Instruction Card and return it to
the Bank of Boston, the Company's Transfer Agent (the "Bank"), P.O. Box 1628,
Boston, Massachusetts 02105 on or before May 9, 1995 in the envelope provided.
The Trustee has provided the Bank with a ballot executed in blank. The Bank will
tabulate the total from the Voting Instruction Cards it receives and will enter
these totals on the ballot. This ballot will then be tabulated by the Bank with
all other ballots cast at the Meeting.
Most of the ChIP Participants who are entitled to direct the voting of
shares of GenRad Common Stock held by ChIP are also shareholders of GenRad. A
duplicate copy of the Company's 1994 Annual Report (the "Annual Report") is,
therefore, not enclosed with this notice if you are also a shareholder. If, for
any reason, you have not received an Annual Report, or if you wish to have an
additional copy, please write to GenRad at the above address; call GenRad at
(508) 287-7188; or stop in at GenRad's Secretary's Office in Concord,
Massachusetts, and a copy will be provided to you.
The number of shares indicated on the enclosed Voting Instruction Card is
the total number represented by your allocations to the GenRad Stock Fund in
ChIP Part I (Profit Sharing Trust account) and Part II (employee contribution
account). If you have any questions about the manner in which this number was
computed, or about any other matter in this notice, please contact GenRad's
Human Resources Department at (508) 287-7702.
All ChIP participants are extended a cordial invitation to attend the
Meeting.
GENRAD, INC.
By: GEORGE A. O'BRIEN, Secretary
April 7, 1995
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED VOTING INSTRUCTION CARD AND MAIL IT
PROMPTLY IN THE ENVELOPE PROVIDED.
<PAGE> 25
VOTING INSTRUCTIONS VOTING INSTRUCTIONS
GenRad Choice Investment Plan
The undersigned directs the Trustee of the GenRad Choice Investment Plan
("ChIP") to vote as designated herein the shares represented by the
undersigned's fractional interest in the total shares of GenRad, Inc. Common
Stock held by ChIP at the Annual Meeting of Shareholders of GenRad, Inc. to be
held on Thursday, May 11, 1995 at 11:00 a.m. at the Bank of Boston auditorium
(Street Floor), 100 Federal Street, Boston, Massachusetts, and any adjournment
thereof (the "Meeting"). The undersigned acknowledges receipt of the Company's
Proxy Statement dated April 7, 1995 (the "Proxy Statement"). The Trustee is
further authorized to vote, in its discretion, upon such other business as may
properly come before the Meeting.
Pleas return this card in the enclosed postage paid envelope to The
First National Bank of Boston, P.O. Box 1628, Boston, Massachusetts 02105.
-----------
(Continued, and to be Signed on Reverse Side) SEE REVERSE
SIDE
-----------
<TABLE>
/x/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS SET
FORTH BELOW.
<S> <C>
1. To elect William S. Antle III and Richard G. Rogers to 2. To consider and act upon FOR AGAINST ABSTAIN
the Board of Directors to serve as Class II Directors amendments to the Company's / / / / / /
for three-year terms. 1991 Directors' Stock Option
Plan (the "Plan") increasing the
number of shares subject to
FOR WITHHELD the Plan and extending the
/ / / / term of the Plan, as further
described in the Proxy
Statement.
_______________________________________ MARK HERE
For both nominees except as noted above FOR ADDRESS / /
CHANGE AND
NOTE AT LEFT
Signature: _______________________________ Date ______________
Signature: _______________________________ Date ______________
</TABLE>
<PAGE> 26
PROXY
GenRad, Inc.
300 Baker Avenue, Concord, MA 01742-2174
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned appoints James F. Lyons, Sarah H. Lucas and George A.
O'Brien and each or any of them as proxies with full power of substitution to
vote as designated herein all shares of stock which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Shareholders of
GenRad, Inc. to be held on Thursday, May 11, 1995 at 11:00 a.m. at the Bank of
Boston auditorium (Street Floor), 100 Federal Street, Boston, Massachusetts,
and any adjournment thereof (the "Meeting"). The undersigned acknowledges
receipt of the Company's Proxy Statement dated April 7, 1995 (the "Proxy
Statement"). The proxies are further authorized to vote, in their discretion,
upon such other business as may properly come before the Meeting.
Please return this card in the enclosed postage paid envelope to The
First National Bank of Boston, P.O. Box 1628, Boston, Massachusetts 02105.
-----------
(Continued, and to be Signed on Reverse Side) SEE REVERSE
SIDE
-----------
<TABLE>
/x/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS SET
FORTH BELOW.
<S> <C>
1. To elect William S. Antle III and Richard G. Rogers to 2. To consider and act upon FOR AGAINST ABSTAIN
the Board of Directors to serve as Class II Directors amendments to the Company's / / / / / /
for three-year terms. 1991 Directors' Stock Option
Plan (the "Plan") increasing the
number of shares subject to
FOR WITHHELD the Plan and extending the
/ / / / term of the Plan, as further
described in the Proxy
Statement.
_____________________________________ MARK HERE
For both nominees except as noted above FOR ADDRESS / /
CHANGE AND
NOTE AT LEFT
Signature: _______________________________ Date ______________
Signature: _______________________________ Date ______________
</TABLE>
