As filed with the Securities and Exchange Commission on January 13, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
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 01742-2174
(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 01742-2174 (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. [ ]
--------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================
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 79,862 shares $22.875 $1,826,843.25 $365.37
=========================================================================================
</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 January 8, 1997.
--------------------------
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>
PROSPECTUS
79,862 Shares
GENRAD, INC.
Common Stock
This Prospectus relates to the resale of 79,862 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 January 8, 1997,
the closing price reported for such shares on the New York Stock Exchange was
$22.875.
--------------------------
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 January 13, 1997.
<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, proxy and information statements and other
information with the Commission. For further information, with respect to the
Company, reference is hereby made to such reports, proxy and information
statements 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.
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<PAGE>
The Company's Common Stock is listed for trading on the New York Stock
Exchange under the trading symbol "GEN." Reports, proxy and information
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.
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 Reports on
Form 10-Q for its fiscal quarters ended March 30, 1996, June 29, 1996 and
September 28, 1996, its Current Report on Form 8-K dated June 20, 1996 and the
description of the Company's capital stock contained in its Registration
Statement on Form S-3 dated September 3, 1996 (Reg. No. 333-09675).
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 01742-2174, or by telephone at (508) 287-7000.
-4-
<PAGE>
THE COMPANY
The Company is a worldwide supplier of integrated test, measurement and
diagnostic systems for the manufacture and maintenance of electronic products.
Through its operations in Concord, Massachusetts and Manchester, England, it
offers products and services in two core business areas: electronic
manufacturing test systems and diagnostic systems. The Company's electronic
manufacturing test systems include board test products used to test
printed-circuit boards and combined hardware and software test and measurement
systems for a wide range of manufacturers with testing needs ranging from low to
high complexity. The Company also designs, manufactures and provides worldwide
service and support for diagnostic systems which detect electrical and
electronic failures in cars and other products. The Company's principal
customers include manufacturers in the following industries: transportation,
contract manufacturing, computer/peripherals and communications.
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, 01742-2174, 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 Selling Stockholders, Henry Henderson and Rudolf T. Sachenbacher, each
acquired in a transaction effected on November 8, 1996, and beneficially own,
32,789 shares of Common Stock, all of which may be offered from time to time
pursuant to this Prospectus. This Prospectus also relates to 7,142 shares of the
Common Stock some or all of which may be offered from time to time by each
Selling Stockholder 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 May 8, 1997. Other than their ownership of the
Company's securities and the relationship of Henry Henderson to the Company as
an employee of a subsidiary of the Company, none of the Selling Stockholders has
had any material relationship with the Company within the past three years. To
the Company's knowledge, the Selling Stockholders each own less than one percent
of the outstanding shares of Common Stock. The preceding 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
-5-
<PAGE>
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."
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, agents 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
-6-
<PAGE>
of the Shares offered hereby and purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
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.
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.
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 audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports thereto, and are included herein in reliance upon the authority of said
firm as experts in giving said reports.
-7-
<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.......................................... $365.37
Accounting Fees............................................ 3,000
Legal Fees................................................. 5,000
Miscellaneous Expense...................................... 434.63
Total...................................................... $8,800
======
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
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,
II-1
<PAGE>
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.
* 5.1 Opinion of Nutter, McClennen & Fish, LLP
* 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 on Page II-5)
- ----------------
* Filed herewith.
II-2
<PAGE>
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.
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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference 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;
II-3
<PAGE>
(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 13th
day of January, 1997.
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, Paul Pronsky, Jr. 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.
January 13, 1997
/s/ James F. Lyons
- ---------------------------------------
James F. Lyons
President, Chief Executive Officer and
Director
(Principal Executive Officer)
II-5
<PAGE>
/s/ Paul Pronsky, Jr.
- --------------------------------------- January 13, 1997
Paul Pronsky, Jr.
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ William S. Antle
- --------------------------------------- December 12, 1996
William S. Antle
Director
/s/ Russell A. Gullotti
- --------------------------------------- December 11, 1996
Russell A. Gullotti
Director
- --------------------------------------- January , 1996
Lowell B. Hawkinson
Director
/s/ Richard G. Rogers
- --------------------------------------- December 16, 1996
Richard G. Rogers
Director
/s/ William G. Scheerer
- --------------------------------------- January 12, 1997
William G. Scheerer
Director
- --------------------------------------- January , 1996
Adriana Stadecker
Director
/s/ Ed Zschau
- --------------------------------------- December 18, 1996
Ed Zschau
Director
II-6
NUTTER, McCLENNEN & FISH, LLP
ONE INTERNATIONAL PLACE
BOSTON, MA 02110-2699
TELEPHONE (617) 439-2000 FACSIMILE (617) 973-9748
(617) 439-2623
January 13, 1996
21326-38
GenRad, Inc.
January 13, 1997
Concord, MA 01742
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 79,862 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 said 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
Articles of Organization 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 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>
GenRad, Inc.
January 13, 1997
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
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, which is incorporated by reference in GenRad,
Inc.'s Annual Report on Form 10-K/A 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 and is
incorporated by reference in such Annual Report on Form 10-K/A. We also consent
to the reference to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
January 13, 1997
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC 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
January 13, 1997
