<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENRAD, INC.
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(Exact name of issuer as specified in its charter)
MASSACHUSETTS 04-1360950
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
300 BAKER AVENUE, CONCORD, MASSACHUSETTS 01742
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(Address of principal executive offices)
1991 DIRECTORS' STOCK OPTION PLAN
---------------------------------
(Full title of plan)
GEORGE A. O'BRIEN Copy to:
GENRAD, INC. CONSTANTINE ALEXANDER, ESQ.
300 BAKER AVENUE NUTTER, MCCLENNEN & FISH
CONCORD, MASSACHUSETTS 01742 ONE INTERNATIONAL PLACE
(508) 287-7000 BOSTON, MASSACHUSETTS 02110-2699
(Name, address and telephone (617) 439-2000
number of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
=====================================================================================
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT BEING OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PRICE PER OFFERING PRICE FEE
SHARE (2) (2)
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
$1.00 PAR VALUE PER SHARE 100,000 SHARES $7.8125 $741,875 $255.82
=====================================================================================
<FN>
(1) Includes an indeterminate number of shares which may be issued as a result of a stock dividend, stock
split or other recapitalization.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933 based upon (i) 30,000 shares of
Common Stock which may be purchased upon exercise of options granted on May 11,
1995 at an exercise price of $6.50 per share and (ii) 70,000 shares of Common
Stock reserved for future issuance upon exercise of options to be granted in
the future under the Plan, the proposed maximum offering price per share of
which was computed on the basis of the average of the high and low prices per
share of Common Stock reported on the New York Stock Exchange on June 9, 1995.
</TABLE>
<PAGE> 2
Shares covered by this Registration Statement are issuable from time to
time upon the exercise of stock options granted or to be granted under GenRad,
Inc.'s 1991 Directors' Stock Option Plan, as amended (the "Plan"). Pursuant to
General Instruction E to Form S-8, the Registration Statement on Form S-8
(Registration No. 33-42789) filed with the Securities and Exchange Commission
on September 17, 1991, in respect of the original 100,000 shares of the Common
Stock of GenRad, Inc. issued or issuable under such Plan, including any
statement contained in a document incorporated or deemed to be incorporated by
reference into said Registration Statement, is incorporated by reference into
this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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, Commonwealth of Massachusetts, on this
9th day of June 1995.
GENRAD, INC.
By:/s/ GEORGE A. O'BRIEN
---------------------------------
George A. O'Brien
Vice President, Chief Financial Officer and
Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
Each person whose signature appears below hereby constitutes and
appoints James F. Lyons and George A. O'Brien, or either of them acting singly,
his or her attorneys-in-fact, with power of substitution for him or her in any
and all capacities, to sign this Registration Statement and any amendments
hereto, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and generally
to do all such things in his or her name and in his or her capacity as an
officer or director of GenRad, Inc. to comply with all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or either of them, or their substitute or substitutes,
may do or cause to be done by virtue thereof.
2
<PAGE> 3
Signature Title Date
- --------- ----- ----
/s/ JAMES F. LYONS President, Chief Executive Officer June 9, 1995
- -------------------------- and Director
James F. Lyons
/s/ GEORGE A. O'BRIEN Vice President, Chief June 9, 1995
- -------------------------- Financial Officer and
George A. O'Brien Secretary (and Principal
Accounting Officer)
/s/ WILLIAM S. ANTLE III Director June 9, 1995
- --------------------------
William S. Antle III
/s/ RUSSELL A. GULLOTTI Director June 9, 1995
- --------------------------
Russell A. Gullotti
/s/ LOWELL B. HAWKINSON Director June 9, 1995
- --------------------------
Lowell B. Hawkinson
/s/ EDWIN M. MARTIN, JR. Director June 9, 1995
- --------------------------
Edwin M. Martin, Jr.
/s/ RICHARD G. ROGERS Director June 9, 1995
- --------------------------
Richard G. Rogers
- -------------------------- Director June 9, 1995
William G. Scheerer
- -------------------------- Director June 9, 1995
Adriana Stadecker
3
<PAGE> 4
EXHIBIT INDEX
Exhibit
Number Page
------- ----
4.4 GenRad, Inc. 1991 Directors' Stock Option -
Plan (incorporated by reference from
the Registrant's Proxy Statement dated
April 7, 1995)
5 Opinion of Nutter, McClennen & Fish 5
23.1 Consent of Nutter, McClennen & Fish 5
(contained in Exhibit 5 herewith)
23.2 Consent of Independent Accountants 6
24 Power of Attorney (contained on page 2 2
hereof)
4
<PAGE> 1
Exhibit 5
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NUTTER, McCLENNEN & FISH
ATTORNEYS AT LAW
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2699
TELEPHONE: 617-439-2000 FACSIMILE: 617-973-9748
CAPE COD OFFICE DIRECT DIAL NUMBER
HYANNIS, MASSACHUSETTS
June 9, 1995
GenRad, Inc.
300 Baker Avenue
Concord, MA 01742
Gentlemen/Ladies:
Reference is made to the registration statement on Form S-8 (the
"Registration Statement") which GenRad, Inc. (the "Company") is filing
concurrently herewith with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, (the "Securities Act"), with respect to (i)
100,000 shares of the Company's Common Stock, $1.00 par value (the "Common
Stock") issuable pursuant to the Company's 1991 Directors' Stock Option Plan,
as amended (the "Plan"), and (ii) an indeterminate number of shares of such
Common Stock which may be issued or become issuable under the Plan by reason of
stock dividends, stock splits or other recapitalizations executed hereafter.
We have acted as legal counsel for the Company in connection with the
amendment to the Plan, are familiar with the Company's Restated Articles of
Organization and By-Laws, both as amended to date, and have examined such other
documents as we deemed necessary for this opinion. Based upon the foregoing,
we are of the opinion that:
1. When issued and paid for in compliance with the terms of the Plan,
the 100,000 shares of Common Stock referred to above will be duly and validly
issued, fully paid and non-assessable; and
2. The additional shares of Common Stock which may become issuable
under the Plan by reason of stock dividends, stock splits or other
recapitalizations hereafter executed, if and when issued in accordance with the
terms of the Plan and upon compliance with the applicable provisions of law and
of the Company's Restated Articles of Organization and By-Laws, both as amended
to date, will be duly and validly issued, fully paid and non-assessable.
We understand that this opinion letter is to be used in connection with
the Registration Statement and hereby consent to the filing of this opinion
letter with and as a part of the Registration Statement and of any amendments
thereto. It is understood that this opinion letter is to be used in connection
with the offer and sale of the aforesaid shares only while the Registration
Statement, as it may be amended from time to time as contemplated by Section
10(a)(3) of the Securities Act, is effective under the Securities Act.
Very truly yours,
/s/ NUTTER, MCCLENNEN & FISH
------------------------------------
Nutter, McClennen & Fish
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Exhibit 23.2
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ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
February 8, 1995 included in, and incorporated by reference into, in GenRad,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1994.
/s/ ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 9, 1995
