As filed with the Securities and Exchange Commission on August 6, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENRAD, INC.
(Exact name of registrant as specified in charter)
Massachusetts 04-1360950
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
300 Baker Avenue
Concord, Massachusetts 01741-2174
(508) 287-7000
(Address, including zip code, and telephone number,
including area code of registrant's principal
executive offices)
---------------------
James F. Lyons Copies to:
President and Chief James E. Dawson
Executive Officer Nutter, McClennen & Fish, LLP
GenRad, Inc. One International Place
300 Baker Avenue Boston, MA 02110-2699
Concord, MA 01741-2174 (617) 439-2000
(508) 287-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
Approximate date of commencement of proposed sale to public: From time
to time after the effective date of this Registration
Statement, as determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[X]
If the Form is a post-effective amendment filed pursuant to Rule 426(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed Proposed
Title of Each Class of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common
Stock, $1.00 par value 1,196,127 shares $13.06 $15,621,419 $5,387
========================================================================================================================
</TABLE>
(1) Determined pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, based upon the average of the high and low prices per share of
Common Stock reported on the New York Stock Exchange on July 30, 1996.
---------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION
August 6, 1996
PROSPECTUS
1,196,127 Shares
GENRAD, INC.
Common Stock
This Prospectus relates to the resale of 1,196,127 shares of Common
Stock, $1.00 par value (the "Shares"), of GenRad, Inc., a Massachusetts
corporation (the "Company"), which Shares are owned and may be offered and sold
from time to time by the persons and entities listed herein under, and referred
to herein as, the "Selling Stockholders."
The Shares may be offered from time to time by the Selling Stockholders
in transactions on the New York Stock Exchange ("NYSE") or in
privately-negotiated transactions, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Specific information
concerning the Selling Stockholders and their plan of distribution is set forth
under "Selling Stockholders" and "Plan of Distribution."
The Company will not receive any proceeds from the sale of the Shares.
The Company has agreed to bear certain expenses in connection with the
registration of the Shares being offered and sold by the Selling Stockholders.
Shares of the Company's Common Stock, $1.00 par value (the "Common
Stock"), per share, are quoted on the NYSE under the symbol "GEN." On August 2,
1996, the closing price reported for such shares on the New York Stock Exchange
was $14.25.
---------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
---------
The date of this Prospectus is , 1996.
<PAGE>
No dealer, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus, and, if given or made, such information and representations
must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell or a solicitation of any offer
to buy the securities described herein by anyone in any jurisdiction in which
such offer or solicitation is not authorized, or in which the person making the
offer or solicitation is not qualified to do so, or to any person to whom it is
unlawful to make such offer or solicitation. Under no circumstances shall the
delivery of this Prospectus or any sale made pursuant to this Prospectus create
any implication that the information contained in this Prospectus is correct as
of any time subsequent to the date of this Prospectus.
--------------------
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (together with all amendments
and exhibits thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), covering the Shares offered hereby.
This Prospectus does not contain all the information set forth in the
Registration Statement. For further information, with respect to the Company and
the Shares, reference is made to the Registration Statement, and the exhibits
and schedules thereto, which can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
located at Seven World Trade Center, 13th Floor, New York, New York 10048 and
the Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. The Commission maintains a web site (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants that submit electronic filings to the Commission. Statements made in
this Prospectus as to the contents of any contract or other document referred to
are not necessarily complete, and reference is made to the copy of such contract
or other document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files periodic reports and other information with the
Commission. For further information, with respect to the Company, reference is
hereby made to such reports and other information which can be inspected and
copied at the public reference facilities maintained by the Commission referred
to above. Copies of such material may also be obtained at prescribed rates from
the Public Reference Section of the Commission.
The Company's Common Stock is listed for trading on the New York Stock
Exchange under the trading symbol "GEN." Reports, proxy statements and other
information about the Company also may be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.
2
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The Company hereby incorporates by reference its Annual Report on Form
10-K and 10-K/A for the fiscal year ended December 30, 1995, its Quarterly
Report on Form 10-Q for its fiscal quarter ended March 30, 1996 and its Current
Report on Form 8-K dated June 20, 1996.
All reports filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to any
termination of the offering of the shares of Common Stock covered by this
Prospectus are deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the respective dates of filing. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently filed
document that is also incorporated herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Copies of all documents incorporated herein by reference (other than
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into such documents) will be provided without charge to each person
who receives a copy of this Prospectus on written or oral request to Donna L.
LaVoie, Director, Corporate Relations, GenRad, Inc., 300 Baker Avenue, Concord,
MA 01741-2174, or by telephone at (508) 287-7000.
-3-
<PAGE>
THE COMPANY
The Company is a supplier of integrated test and diagnostic systems for
the manufacture and maintenance of electronic products. It offers products and
services relating to electronic manufacturing test systems and automotive
diagnostic systems.
The Company was incorporated in 1915 under the laws of the Commonwealth
of Massachusetts. The Company has its executive offices at 300 Baker Avenue,
Concord, Massachusetts, 01741-2174, Telephone: (508) 287-7000.
USE OF PROCEEDS
The shares of Common Stock offered by the Selling Stockholders are not
being sold by the Company, and the Company will not receive any proceeds from
the sale thereof.
SELLING STOCKHOLDERS
The following table sets forth the names of the Selling Stockholders
who acquired their Shares in transactions effected on June 20, 1996 and the
number of shares of Common Stock which may be offered from time to time by the
Selling Stockholders pursuant to this Prospectus. Other than their ownership of
the Company's securities and the relationship of certain of the Selling
Stockholders to the Company as employees or officers of a subsidiary of the
Company, none of the Selling Stockholders has had any material relationship with
the Company within the past three years. The following table sets forth certain
information with respect to the Selling Stockholders as of August 2, 1996. Such
information may change from time to time and will be set forth as required in
Supplements to this Prospectus or amendments to the Registration Statement.
Because the Selling Stockholders may offer all or some of the Common
Stock pursuant to the offering contemplated by this Prospectus, and to the
Company's knowledge there are currently no agreements, arrangements or
understandings with respect to the number of Shares that may be sold or the
number of shares of Common Stock that may be held by the Selling Stockholders
after completion of this offering, no estimate can be given as to the shares of
Common Stock that will be held by the Selling Stockholders after completion of
this offering. See "Plan of Distribution."
-4-
<PAGE>
<TABLE>
<CAPTION>
Number of Number of
Shares Shares
Beneficially That May
Name(3) Owned(1) Be Offered(2)
- ---- ------------ ------------
<S> <C> <C>
Holce Investments 225,229 250,254
Jerry Cox 193,548 215,053
Tektronix Development Corp. 189,054 210,059
Don McDougall 59,516 66,128
Angelo Hung 41,720 46,355
Jim Carden 35,880 39,866
Jen-Lih Hung 33,412 37,124
Richard Perkins 28,680 31,866
Ken Giles 27,972 31,080
Larry Kenyon 24,965 27,738
Steven Harrison 24,073 26,747
Shaun Moores 24,073 26,747
Rex Hong 21,818 24,242
Priscilla A. Kobbe 19,655 21,838
Max Millis 19,490 21,655
Rick Allen Kobbe 19,262 21,402
Ken Tai 16,706 18,562
Paul Hammer 13,046 14,495
Bryan Philips 12,529 13,921
Carol A. Garber 12,420 13,800
Kent Holce 8,353 9,281
Roger Shen 8,353 9,281
James Switzer 8,353 9,281
Robert Toole 3,374 3,748
Erik Nilsson 1,336 1,484
Samson Tong 835 927
Mary McDougall 626 695
Martin Oakes 626 695
Pamela Jones 601 667
Sherman Rutherford 417 463
Rosemary Dowd 284 315
Janet Pearce 99 110
Jolene Waier 86 95
Carl Mannheimer 55 61
Richard Faltersack 50 55
Robin Adams 34 37
</TABLE>
(1) To the Company's knowledge, all the Selling Stockholders own less than
one percent of the outstanding shares of Common Stock, except for Holce
Investments which holds 225,229 shares, or 1.1% of all outstanding
shares, of Common Stock.
(2) Includes additional shares of Common Stock some or all of which may be
offered from time to time by the Selling Stockholders to the extent
that any of such additional shares are released from escrow to the
Selling Stockholders. Any such release is currently scheduled to
occur on or after the earlier of June 20, 1997 and the date on which
the Company first releases its audited consolidated financial
statements which include results of operations of Mitron Corporation,
a wholly-owned subsidiary of the Company.
(3) Don McDougall, Ken Giles, Larry Kenyon, Paul Hammer, Bryan Philips,
James Switzer, Mary McDougall, Martin Oakes and Richard Falterstack are
employees or officers of a subsidiary of the Company.
-5-
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders may sell all or a portion of the Shares
offered hereby from time to time on any exchange on which the securities are
listed on terms to be determined at the times of such sales. The Selling
Stockholders may also make private sales directly or through a broker or
brokers. Alternatively, any of the Selling Stockholders may from time to time
offer the Shares beneficially owned by them through underwriters, dealers or
agents, who may receive compensation in the form of underwriting discounts,
commissions or concessions from the Selling Stockholders and the purchasers of
the Shares for whom they may act as agent.
To the extent required, the aggregate principal amount of the Shares to
be sold hereby, the names of the Selling Stockholders, the purchase price, the
name of any such agent, dealer or underwriter and any applicable commissions,
discounts or other terms constituting compensation with respect to a particular
offer will be set forth in an accompanying Prospectus Supplement. The aggregate
proceeds to the Selling Stockholders from the sale of the Shares offered by them
hereby will be the purchase price of such Shares less discounts and commissions,
if any.
The Shares which may be offered hereby may be sold from time to time in
one or more transactions at fixed offering prices, which may be changed, or at
varying prices determined at the time of sale or at negotiated prices. Such
prices will be determined by the holders of the Shares or by agreement between
such holders and underwriters or dealers who receive fees or commissions in
connection therewith.
The outstanding Common Stock is listed for trading on the New York
Stock Exchange.
In order to comply with the securities laws of certain states, if
applicable, the Shares offered hereby will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the Shares offered hereby may not be sold unless they have been
registered or qualified for sale in the applicable state or an exemption from
the registration or qualification requirement is available and compliance with
same is effected.
The Selling Stockholders and any broker-dealers, agent or underwriters
that participate with the Selling Stockholders in the distribution of the Shares
offered hereby may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any commissions or discounts received by such
broker-dealers, agents or underwriters and any profit on the resale of the
Shares offered hereby and purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
-6-
<PAGE>
The Company and the Selling Stockholders have agreed to indemnify each
other against certain liabilities, including liabilities under the Securities
Act. The Company has agreed to pay all expenses incident to the offer and sale
of the Shares offered hereby by the Selling Stockholders to the public, other
than selling commissions and fees.
DESCRIPTION OF CAPITAL STOCK
The Company has authorized capital stock consisting of 60,000,000
shares of Common Stock, par value $1.00 per share, of which 20,626,069 shares
were outstanding as of April 26, 1996. The Company also has outstanding from
time to time options to purchase shares of Common Stock.
The holders of Common Stock have no preemptive rights and the Common
Stock has no redemption, sinking fund or conversion provisions. Each share of
Common Stock is entitled to one vote on any matter submitted to the vote of
shareholders, to equal dividend rights and to equal rights in the assets of the
Company available for distribution to the holders of Common Stock upon
liquidation. All of the outstanding shares of Common Stock are, and the shares
to be sold in connection with the offering made hereby will be, fully paid and
nonassessable. The payment of dividends on, and the redemption, retirement,
purchase or other acquisition of, Common Stock by the Company is currently
limited to a certain percentage of net income as set forth in the Company's
financing agreements.
The Bank of Boston serves as Transfer Agent for the Common Stock.
On June 7, 1988, the Board of Directors of the Company adopted a
Shareholder Rights Plan and declared a dividend of one Right per share of Common
Stock. Presently, the Rights are evidenced by the certificates for the Common
Stock and are not transferable apart from the Common Stock. Each share of Common
Stock has one Right "attached" to it. The Rights will initially become
exercisable, and will become transferable apart from the Common Stock, shortly
after any person or group has either (i) acquired beneficial ownership of 20% or
more of the Common Stock or (ii) commenced a tender or exchange offer which, if
consummated, would result in the person or group beneficially owning 30% or more
of the Common Stock. The date on which the Rights initially become exercisable
is referred to as the "Distribution Date."
Following the Distribution Date, the Rights would initially entitle the
holder to purchase one share of Common Stock at $50.00. However, in the event
that after the Distribution Date the Company is merged or consolidated into
another entity or sells 50% or more of its assets to another entity, each Right
would entitle the holder to purchase a number of shares of the stock of such
other entity which equals the exercise price of the Right divided by one-half of
the value of the stock of such entity at that time. In addition, in the event
any person or entity beneficially owning 20% or more of the Common Stock
consolidates or merges into the Company or engages in various "self dealing"
transactions
-7-
<PAGE>
with the Company or any person becomes the beneficial owner of more than 25% of
the Common Stock other than pursuant to a tender offer or exchange offer for all
outstanding shares, then each Right other than the Rights held by such person
would entitle the holder to purchase a number of shares of Common Stock equal to
the exercise price of the Right divided by one-half of the market price of the
Common Stock at such time.
The Rights are redeemable by the Board of Directors of the Company for
$.02 per Right at any time prior to June 17, 1998 or 10 days following the date
when any person acquires beneficial ownership of 20% or more of the Common
Stock. Thereafter, the Rights may be redeemed by the Board of Directors of the
Company if the acquiring person reduces his beneficial ownership to 10% or less
or if the Company is merged with an entity unaffiliated with the acquiring
person if, in either case, the reinstatement of redemption rights is approved by
a majority of the disinterested Directors.
Prior to the Distribution Date, the terms of the Rights are subject to
amendment by the Board of Directors without the consent of the holders of
Rights, except that the Board may not unilaterally amend the redemption or
exercise prices of the Rights, the exercise date or the number of shares of
Common Stock issuable upon exercise of the Rights. The Rights expire on the
tenth anniversary of their issuance.
The Shareholders Rights Plan was adopted by the Board of Directors to
protect the shareholders of the Company from certain takeover tactics believed
by the Directors to be coercive. The Company is not presently aware of any
attempts by others to take over the company. The Company has not adopted any
additional anti-takeover measures.
The Company has elected not to be subject to the 1987 Massachusetts
Control Share Acquisition Act.
LEGAL MATTERS
Certain legal matters in connection with the Shares being offered
hereby will be passed upon by Nutter, McClennen & Fish, LLP, Boston,
Massachusetts, counsel to the Company.
-8-
<PAGE>
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference to the Company's Annual Report on Form 10-K and Form 10-K/A for the
fiscal year ended December 30, 1995 have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
The consolidated financial statements incorporated in this Prospectus
by reference to the Company's Annual Report on Form 10-K and Form 10-K/A for the
fiscal years ended December 31, 1994 and January 1, 1994 have been so
incorporated in reliance on the report of Arthur Andersen LLP, independent
public accountants, given on the authority of said firm as experts in auditing
and accounting.
263286_1.WP6
-9-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the offering to which this Registration
Statement relates, other than commissions, are to be borne by the Company and
are estimated as follows:
Securities and Exchange Commission
Registration Fee.........................................................$5,387
Accounting Fees...........................................................5,000
Legal Fees................................................................8,000
Printing Expenses.........................................................1,500
Miscellaneous Expense.......................................................113
Total...................................................................$20,000
=======
Item 15. Indemnification of Directors and Officers.
The Company's Articles of Organization and By-laws, each as amended and
restated, provide for indemnification of officers and directors to the fullest
extent permitted by the laws of the Commonwealth of Massachusetts.
Section 67 of Chapter 156B of the Massachusetts General Laws, which is
applicable to the Company as a Massachusetts corporation, provides as follows:
"Indemnification of directors, officers, employees and other agents of
a corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by it
to whatever extent shall be specified in or authorized by (i) the articles of
organization or (ii) a by-law adopted by the stockholders or (iii) a vote
adopted by the holders of a majority of the shares of stock entitled to vote on
the election of directors. Except as the articles of organization or by-laws
otherwise require, indemnification of any persons referred to in the preceding
sentence who are not directors of the corporation may be provided by it to the
extent authorized by the directors. Such indemnification may include payment by
the corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
II-1
<PAGE>
if he shall be adjudicated to be not entitled to indemnification under this
section which undertaking may be accepted without reference to the financial
ability of such person to make repayment. Any such indemnification may be
provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.
"No indemnification shall be provided for any person with respect to
any matter as to which he shall have been adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that his action was in the
best interest of the corporation or to the extent that such matter relates to
service with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
"The absence of any express provision for indemnification shall not
limit any right of indemnification existing independently of this section.
"A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or other agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any employee benefit plan, against any liability incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability."
The Company provides officers' and directors' liability insurance for
its officers and directors and has entered into indemnification agreements with
each of its directors and executive officers providing contractual
indemnification by the Company to the fullest extent permissible under the laws
of the Commonwealth of Massachusetts.
The Company and the Selling Stockholders have agreed to indemnify each
other against certain liabilities under the Securities Act in connection with
this Registration Statement.
Item 16. List of Exhibits.
Exhibit No.
2.1 Agreement and Plan of Merger among GenRad, Inc., Genrad Acquisition
Corporation and Milton Corporation dated June 5, 1996 (incorporated by
reference to the Company's Current Report on Form 8-k filed with the
Securities and Exchange Commission on July 1, 1996).
* 5.1 Opinion of Nutter, McClennen & Fish, LLP
II-2
<PAGE>
* 23.1 Consent of Price Waterhouse LLP
* 23.2 Consent of Arthur Andersen LLP
* 23.3 Consent of Nutter, McClennen & Fish, LLP (included in Exhibit 5)
* 24.1 Power of Attorney (contained in Page II-4)
- -------
* Filed herewith.
Item 17. Undertakings.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted against
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE>
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering; and
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;
II-4
<PAGE>
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-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Concord, Commonwealth of Massachusetts, on this
29th day of July 1996.
GENRAD, INC.
By:/s/ James F. Lyons
-------------------------------------
James F. Lyons
President and Chief Executive Officer
Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints James F. Lyons, Daniel F. Harrington
and Constantine Alexander, and each of them, with full power to act without the
other, his true and lawful, attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (until revoked in writing) to sign any and all amendments
(including post-effective amendments and amendments thereto) to this
Registration Statement on Form S-3 of the registrant, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary fully to all intents and purposes as
he might or could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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 in the capacities and on the dates indicated.
/s/ James F. Lyons July 29, 1996
- -------------------------------------
James F. Lyons
President, Chief Executive Officer and
Director
(Principal Executive Officer)
II-5
<PAGE>
/s/ Daniel F. Harrington July 31, 1996
- ---------------------------------------
Daniel F. Harrington
Vice President, Chief Financial Officer
and Secretary
(Principal Financial and Accounting Officer)
/s/ William S. Antle July 23, 1996
- -------------------------------------
William S. Antle
Director
/s/ Russell A. Gullotti July 22, 1996
- --------------------------------------
Russell A. Gullotti
Director
July __, 1996
- --------------------------------------
Lowell B. Hawkinson
Director
/s/ Richard G. Rogers July 25, 1996
- -------------------------------------
Richard G. Rogers
Director
/s/ William G. Scheerer July 23, 1996
- -------------------------------------
William G. Scheerer
Director
/s/ Adriana Stadecker July 22, 1996
- --------------------------------------
Adriana Stadecker
Director
/s/ Ed Zschau July 30, 1996
- --------------------------------------
Ed Zschau
Director
II-6
EXHIBIT 5.1
NUTTER, McCLENNEN & FISH, LLP
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 (617) 439 - 2623
August 6, 1996
GenRad, Inc.
300 Baker Avenue
Concord, MA 01741
Gentlemen:
Reference is made to that certain Registration Statement on Form S-3 (the
"Registration Statement"), which GenRad, Inc., a Massachusetts corporation (the
"Company"), is filing on the date hereof with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the resale of up to 1,196,127 shares of the Company's Common
Stock, $1.00 par value per share (the "Shares"), to be offered from time to time
by the holders of the Shares listed in the Registration Statement.
We have acted as counsel for the Company in connection with the
Registration Statement. We have examined original or certified copies of the
Certificate of Incorporation of the Company, as amended and restated, the
Company's By-laws, the corporate records of the Company to the date hereof,
certificates of public officials and such other documents, records and materials
as we have deemed necessary in connection with this opinion letter. Based upon
the foregoing, and in reliance upon information from time to time furnished to
us by the Company's officers, directors and agents, we are of the opinion that
the shares of Common Stock have been duly and validly issued and are fully paid
and non-assessable.
We understand that this opinion letter is to be used in connection with
the Registration Statement, as finally amended, and hereby consent to the filing
of this opinion letter with and as a part of the Registration Statement as so
amended, and to the reference to our firm in the Prospectus under the heading
"Legal Matters." It is understood that this opinion letter is to
<PAGE>
NUTTER, MCCLENNEN & FISH, LLP
GenRad, Inc.
August 1, 1996
Page 2
be used in connection with the resale of the aforesaid shares of Common Stock
only while the Registration Statement is effective and as it may be amended from
time to time as contemplated by Section 10(a)(3) of the Securities Act.
Very truly yours,
/s/ Nutter, McClennen & Fish, LLP
NUTTER, McCLENNEN & FISH, LLP
JED/MRD
271686_1.WP6
EXHIBIT 23.1
------------
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 5, 1996 appearing in GenRad, Inc.'s Annual Report on Form 10-K for the
year ended December 30, 1995. We also consent to the incorporation by reference
of our report on the Financial Statement Schedule, which appears in such Annual
Report on Form 10-K. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
August 5, 1996
EXHIBIT 23.2
Consent of Independent Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 of our report dated February 8, 1995 (except for Note
14 for which the date is March 2, 1995). It should be noted that we have not
audited any financial statements of the company subsequent to December 31, 1994
or performed any audit procedures subsequent to the date of our report.
/s/ Arthur Andersen LLP
Boston, Massachusetts
August 5, 1996
