As filed with the Securities and Exchange Commission on December 30, 1997.
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENRAD, INC.
(Exact name of issuer as specified in its charter)
Massachusetts 04-1360950
- ------------------------------- ----------------
(State or other jurisdiction (I.R.S. employer
of identification no.) incorporation or organization)
7 Technology Park Drive, Westford, MA 01886
--------------------------------------------
(Address of principal executive offices)
-------------------------------
1997 NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
(Full title of plan)
Copy to:
James F. Lyons James E. Dawson, Esq.
GenRad, Inc. Nutter, McClennen & Fish, LLP
7 Technology Park Drive One International Place
Westford, MA 01886 Boston, Massachusetts 02110-2699
(978) 589-7000 (617) 439-2000
(Name, address and telephone
number of agent for service)
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Title of each class of Proposed maximum Proposed maximum
securities to be Amount being registered offering price aggregate offering Amount of
registered (1) per share price registration fee
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
Common Stock, 500,000 Shares $28.4063 (2) $14,203,125.00 $4,189.92
$1.00 par value per share
=====================================================================================================================
</TABLE>
(1) This Registration Statement covers 500,000 shares of Common Stock
underlying awards that may be granted pursuant to the 1997
Non-Qualified Employee Stock Option Plan. In addition, pursuant to Rule
416(b) under the Securities Act of 1933, as amended (the "Securities
Act"), this Registration Statement also covers an indeterminate number
of additional shares of Common Stock which may be issued under said
Plan as a result of a stock dividend, stock split or other
recapitalization.
(2) Calculated as the average of the high and low prices per share of the Common
Stock as reported on the New York Stock Exchange on December 29, 1997.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
GenRad, Inc. (the "Company") hereby incorporates by reference in this
Registration Statement the following documents and information heretofore filed
with the Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 28, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 29, and June 28 and September 27, 1997, and its definitive
proxy materials relating to its Annual Meeting of Shareholders held on May 8,
1997; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-3 (File No. 333-9675).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of any post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents. 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 Registration Statement to the
extent that any other subsequently-filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. 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.
-2-
<PAGE>
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
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.
Item 7. Exemption from Registration.
---------------------------
Not applicable.
Item 8. Exhibits.
--------
See the exhibit index immediately preceding the exhibits attached
hereto.
-3-
<PAGE>
Item 9. Undertakings.
------------
(a) 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 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.
(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 Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(b) 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 provisions of the Delaware General
Corporation Law and the registrant's Certificate of Incorporation and By-laws,
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
a controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy, as expressed in the Act,
and will be governed by the final adjudication of such issue.
-4-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, 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 Westford, Massachusetts, on the 30th day of December 1997.
GENRAD, INC.
By: /s/ James F. Lyons
---------------------------------
James F. Lyons
President and Chief Executive Officer
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.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ James F. Lyons President, Chief Executive Officer December 30, 1997
- ---------------------- and Director
James F. Lyons
/s/ Paul Pronsky, Jr. December 30, 1997
- ----------------------
Paul Pronsky, Jr. Chief Financial Officer and December 30, 1997
Principal Accounting Officer
/s/ William S. Antle Director December 30, 1997
- -----------------------
William S. Antle
/s/ Russell A. Gullotti Director December 30, 1997
- -----------------------
Russell A. Gullotti
/s/ Lowell B. Hawkinson Director December 30, 1997
- -----------------------
Lowell B. Hawkinson
/s/ Richard G. Rogers Director December 30, 1997
- -----------------------
Richard G. Rogers
-5-
<PAGE>
Signatures Title Date
---------- ----- ----
/s/ William G. Scheerer Director December 30, 1997
- -----------------------
William G. Scheerer
/s/ Adriana Stadecker Director December 30, 1997
- ----------------------
Adriana Stadecker Director December 30, 1997
/s/ Ed Zschau Director December 30, 1997
- --------------------
Ed Zschau
</TABLE>
-6-
<PAGE>
EXHIBIT INDEX
Exhibit No. Title Page
- ---------- ----- ----
4.1 1997 Non-Qualified Employee Stock Option Plan 8
5 Opinion of Nutter, McClennen & Fish, LLP 14
23.1 Consent of Nutter, McClennen & Fish, LLP Contained in
Exhibit 5
23.2 Consent of Price Waterhouse LLP 16
-7-
Exhibit 4.1
GENRAD, INC.
1997 NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
1. PURPOSE
The purpose of this 1997 Non-Qualified Employee Stock Option Plan (the
"Plan") is to advance the interests of GenRad, Inc. (the "Company") by enhancing
the ability of the Company and its subsidiaries to attract and retain employees,
consultants or advisers who are in a position to make significant contributions
to the success of the Company, to reward them for their contributions and to
encourage them to take into account the long-term interests of the Company.
The Plan provides for the award of options to purchase shares of the
Company's common stock ("Stock"). Options granted pursuant to the Plan shall be
non-qualified options and not incentive stock options as defined in Section 422
of the Internal Revenue Code of 1986.
2. ELIGIBILITY FOR AWARDS
Persons eligible to receive awards under the Plan shall be all
employees, consultants and advisers of the Company and its subsidiaries who, in
the opinion of the Board, are in a position to make a significant contribution
to the success of the Company and its subsidiaries. Directors and officers of
the Company shall not be eligible to receive awards under the Plan. A subsidiary
for purposes of the Plan shall be a corporation in which the Company owns,
directly or indirectly, stock possessing 50% or more of the total combined
voting power of all classes of stock. Persons selected for awards under the Plan
are referred to herein as "participants".
3. ADMINISTRATION
The Plan shall be administered by the Board of Directors (the "Board")
of the Company. The Board shall have authority, not inconsistent with the
express provisions of the Plan, (a) to grant awards consisting of options to
such participants as the Board may select; (b) to determine the time or times
when awards shall be granted and the number of shares of Stock subject to each
award; (c) to determine the terms and conditions of each award; (d) to prescribe
the form or forms of any instruments evidencing awards and any other instruments
required under the Plan and to change such forms from time to time; (e) to
adopt, amend and rescind rules and regulations for the administration of the
Plan; and (f) to interpret the Plan and to decide any questions and settle all
controversies and disputes that may arise in connection with the Plan. Such
determination of the Board shall be conclusive and shall bind all parties.
Subject to Section 8, the Board shall also have the authority, both generally
and in particular instances, to waive compliance by a participant with any
obligation to be performed by the participant under an award, to waive any
condition or provision of an award, and to amend or cancel any award (and if an
award is canceled, to grant a new award on such terms as the Board shall
specify), except that the Board may not take any action with respect to an
outstanding award that would adversely affect the rights of the participant
under such award without such participant's consent. Nothing in the preceding
sentence shall be construed as limiting the power of the Board to make
adjustments required by Section 5(c) and Section 6(i).
The Board may, in its discretion, delegate some or all of its powers
with respect to the Plan to a committee (the "Committee"), in which event all
references in this Plan (as appropriate) to the Board shall be deemed to refer
to the Committee. The Committee, if one is appointed, shall consist of at least
two directors. A majority of the members of the Committee shall constitute a
quorum, and all determinations of the Committee shall be made by a majority of
its members. Any determination of the Committee under the Plan may be made
without notice or meeting of the Committee by a writing signed by a majority of
the Committee members.
<PAGE>
4. EFFECTIVE DATE AND TERM OF PLAN
The Plan shall become effective on the date on which it is approved by
the Board.
No awards shall be granted under the Plan after the completion of ten
years from the date on which the Plan was adopted by the Board, but awards
previously granted may extend beyond that date.
5. SHARES SUBJECT TO THE PLAN
(a) Number of Shares. Subject to adjustment as provided in Section 5(c), the
aggregate number of shares of Stock that may be delivered upon the exercise of
awards granted under the Plan shall be 500,000. If any award granted under the
Plan terminates without having been exercised in full, or upon exercise is
satisfied other than by delivery of Stock, the number of shares of Stock as to
which such award was not exercised shall be available for future grants within
the limits set forth in this Section 5(a).
(b) Shares to be Delivered. Shares delivered under the Plan shall be
authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in its
treasury. No fractional shares of Stock shall be delivered under the Plan.
(c) Changes in Stock. In the event of a stock dividend, stock split or
combination of shares, recapitalization or other change in the Company's capital
stock, the number and kind of shares of Stock subject to awards then outstanding
or subsequently granted under the Plan, the exercise price of such awards, the
maximum number of shares of Stock that may be delivered under the Plan, and
other relevant provisions shall be appropriately adjusted by the Board, whose
determination shall be binding on all persons.
The Board may also adjust the number of shares subject to outstanding awards
and the exercise price and the terms of outstanding awards to take into
consideration material changes in accounting practices or principles,
extraordinary dividends, consolidations or mergers (except those described in
Section 6(i)), acquisitions or dispositions of stock or property or any other
event if it is determined by the Board that such adjustment is appropriate to
avoid distortion in the operation of the Plan.
6. TERMS AND CONDITIONS OF OPTIONS
(a) Exercise Price of Options. The exercise price of each option shall be
determined by the Board but shall not be less, in the case of an original issue
of authorized stock, than par value.
(b) Duration of Options. Options shall be exercisable during such period or
periods as the Board may specify. The latest date on which an option may be
exercised (the "Final Exercise Date") shall be the date that is ten years from
the date the option was granted or such earlier date as the Board may specify at
the time the option is granted.
(c) Exercise of Options.
(i) Options shall become exercisable at such time or times and
upon such conditions as the Board shall specify. In the
case of an option not immediately exercisable in full, the
Board may at any time accelerate the time at which all or
any part of the option may be exercised.
(ii) Options may be exercised only in writing. Written notice
of exercise must be signed by the proper person and
furnished to the Company, together with (A) such documents
as the
-2-
<PAGE>
Board requires and (B) payment in full as specified below
in Section 6(d) for the number of shares for which the
option is exercised.
(iii) The delivery of Stock upon the exercise of an option shall
be subject to compliance with (A) applicable federal and
state laws and regulations, (B) if the outstanding Stock
is at the time listed on any stock exchange, the listing
requirements of such exchange, and (C) Company counsel's
approval of all other legal matters in connection with the
issuance and delivery of such Stock. If the sale of Stock
has not been registered under the Securities Act of 1933,
as amended, the Company may require, as a condition to
exercise of the option, such representations or agreements
as counsel for the Company may consider appropriate to
avoid violation of such Act and may require that the
certificates evidencing such Stock bear an appropriate
legend restricting transfer.
(iv) The Board shall have the right to require that the
participant exercising the option remit to the Company an
amount sufficient to satisfy any federal, state, or local
withholding tax requirements (or make other arrangements
satisfactory to the Company with regard to such taxes)
prior to the delivery of any Stock pursuant to the
exercise of the option. If permitted by the Board, either
at the time of the grant of the option or the time of
exercise, the participant may elect, at such time and in
such manner as the Board may prescribe, to satisfy such
withholding obligation by (A) delivering to the Company
Stock (which in the case of Stock acquired from the
Company shall have been owned by the participant for at
least six months prior to the delivery date) having a fair
market value equal to such withholding obligation, or (B)
requesting that the Company withhold from the shares of
Stock to be delivered upon the exercise a number of shares
of Stock having a fair market value equal to such
withholding obligation.
(v) If an option is exercised by the executor or administrator
of a deceased participant, or by the person or persons to
whom the option has been transferred by the participant's
will or the applicable laws of descent and distribution,
the Company shall be under no obligation to deliver Stock
pursuant to such exercise until the Company is satisfied
as to the authority of the person or persons exercising
the option.
(d) Payment for and Delivery of Stock. Stock purchased upon exercise of
an option under the Plan shall be paid for as follows:
(i) in cash or by personal check, certified check, bank draft
or money order payable to the order of the Company; or
(ii) if so permitted by the Board, (A) through the delivery of
shares of Stock (which, in the case of Stock acquired from
the Company, shall have been held for at least six months
prior to delivery) having a fair market value on the last
business day preceding the date of exercise equal to the
purchase price or (B) by delivery of a promissory note of
the participant to the Company, such note to be payable on
such terms as are specified by the Board or (C) by
delivery of an unconditional and irrevocable undertaking
by a broker to deliver promptly to the Company sufficient
funds to pay the exercise price or (D) by any combination
of the permissible forms of payment; provided, that if the
Stock delivered upon exercise of the option is an original
issue of authorized Stock, at least so much of the
exercise price as represents the par value of such Stock
shall be paid by a personal check or promissory note of
the person exercising the option.
-3-
<PAGE>
(e) Rights as Shareholder. A participant shall not have the rights of a
shareholder with regard to awards under the Plan except as to Stock actually
received by the participant under the Plan.
(f) Nontransferability of Awards; Restrictions on Stock. Except as the
Board may otherwise determine, no award may be transferred other than by will or
by the laws of descent and distribution, and during a participant's lifetime an
award may be exercised only by the participant.
The Board, in its discretion, may at the time an award is granted make
Stock delivered under the award subject to such restrictions and conditions,
including restrictions on resale and buy-back rights, as it deems appropriate.
(g) Death. Except as otherwise provided in the award by the Board at the
time of grant, if a participant dies, each option held by the participant
immediately prior to death may be exercised, to the extent it was exercisable
immediately prior to death, by the participant's executor or administrator or by
the person or persons to whom the option is transferred by will or the
applicable laws of descent and distribution, at any time within the one-year
period (or such longer or shorter period as the Board may determine) beginning
with the date of the participant's death but in no event beyond the Final
Exercise Date.
(h) Termination of Service other than by Death. Except as otherwise
provided in the award by the Board at the time of grant, if an employee's
employment with the Company and its subsidiaries terminates for any reason other
than by death, all options held by the employee that are not then exercisable
shall terminate. Options that are exercisable on the date employment terminates
shall continue to be exercisable for a period of 30 days (or such longer period
as the Board may determine, but in no event beyond the Final Exercise Date)
unless the employee (i) was discharged for cause or (ii) resigned and within 30
days thereafter the Board determines that the participant's conduct prior to his
or her resignation warranted a discharge for cause. After completion of the
post- termination exercise period, such options shall terminate to the extent
not previously exercised, expired or terminated. For purposes of this Section
6(h), (i) employment shall not be considered terminated (A) in the case of sick
leave or other bona fide leave of absence approved for purposes of the Plan by
the Board, so long as the employee's right to reemployment is guaranteed either
by statute or by contract, or (B) in the case of a transfer of employment
between the Company and a subsidiary or between subsidiaries and (ii) "cause"
shall mean willful misconduct by the participant or willful failure to perform
his or her responsibilities in the best interests of the Company (including,
without limitation, breach by the participant of any provision of any
employment, advisory, consulting, nondisclosure, non-competition or other
agreement between the participant and the Company or any subsidiary of the
Company).
In the case of a participant who is not an employee, provisions relating
to the exercisability of options following termination of service shall be
specified in the award. If not so specified, all options held by such
participant that are not then exercisable shall terminate upon termination of
service. Options that are exercisable on the date the participant's service as a
consultant or adviser terminates shall continue to be exercisable for a period
of 30 days (or such longer period as the Board may determine, but in no event
beyond the Final Exercise Date) unless the consultant or adviser (i) was
terminated for cause or (ii) resigned and within 30 days thereafter the Board
determines that the participant's conduct prior to his or her resignation
warranted a discharge for cause. After completion of the post-termination
exercise period, such options shall terminate to the extent not previously
exercised, expired or terminated.
(i) Merger, Consolidation, Asset Sale, Liquidation, etc. 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 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, 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
-4-
<PAGE>
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 Stock 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 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 and all
restrictions on outstanding awards shall terminate immediately prior to such
event.
The Company may grant options under the Plan in substitution for options
held by employees of another corporation who become employees of the Company, or
a subsidiary of the Company, as the result of a merger or consolidation of the
employing corporation with the Company or a subsidiary of the Company, or as a
result of the acquisition by the Company, or one of its subsidiaries, of
property or stock of the employing corporation. The Company may direct that
substitute options be granted on such terms and conditions as the Board
considers appropriate in the circumstances.
(j) Change in Control. Notwithstanding any other provision of the Plan
and except as otherwise provided in the relevant option agreement, 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 Securities
Exchange Act of 1934, as amended ("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 shareholder
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,
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 subsection (j)) whose election by the Board
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; (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 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.
-5-
<PAGE>
7. EMPLOYMENT RIGHTS
Neither the adoption of the Plan nor the grant of awards shall confer
upon any participant any right to continue as an employee of, or consultant or
adviser to, the Company or any subsidiary of the Company or affect in any way
the right of the Company or any such subsidiary to terminate his or her
employment by the Company or any subsidiary of the Company at any time. Except
as specifically provided by the Board in any particular case, the loss of
existing or potential profit in awards granted under this Plan shall not
constitute an element of damages in the event of termination of the relationship
of a participant even if the termination is in violation of an obligation of the
Company or any subsidiary of the Company to the participant by contract or
otherwise.
8. EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION
Neither adoption of the Plan nor the grant of awards to a participant
shall affect the Company's right to make awards to such participant that are not
subject to the Plan, to issue to such participant Stock as a bonus or otherwise,
or to adopt other plans or arrangements under which Stock may be issued.
The Board may at any time discontinue granting awards under the Plan.
With the consent of the participant (except as otherwise provided in the Plan),
the Board may at any time cancel an existing award in whole or in part and grant
another award for such number of shares as the Board specifies. The Board may at
any time or times amend the Plan or any outstanding award for the purpose of
satisfying changes in applicable laws or regulations or for any other purpose
that may at the time be permitted by law, or may at any time terminate the Plan
as to further grants of awards, but no such amendment shall adversely affect the
rights of any participant (without the participant's consent) under any award
previously granted.
-6-
Exhibit 5
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
December 30, 1997
GenRad, Inc.
7 Technology Park Drive
Westford, MA 01886
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
500,000 shares of common stock, $1.00 par value per share (the "Common Stock"),
issuable pursuant to the 1997 Non-Qualified Employee Stock Option Plan (the
"Plan"), and 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
adoption of the Plan, are familiar with the Company's 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 500,000 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
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
<PAGE>
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, LLP
NUTTER, McCLENNEN & FISH, LLP
JED/ADA
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 28, 1997, which appears on
page 21 of the 1996 Annual Report to Shareholders of GenRad, Inc., which is
incorporated by reference in GenRad, Inc.'s Annual Report on Form 10-K for the
year ended December 28, 1996. We also consent to the application of such report
to the Financial Statement Schedule for the two years ended December 28, 1996
when such schedule is read in conjunction with the financial statements referred
to in our report. The audits referred to in such report also included this
Schedule.
/s/ Price Waterhouse LLP
Boston, Massachusetts
December 30, 1997
