SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only
[ ] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
GenRad, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
GenRad NEWS
The Technology of Knowledge RELEASE
7 Technology Park Drive
Westford, MA 01886-0033
Telephone: 978 589-7000
For Immediate Release
<TABLE>
<S> <C>
Contact: Walter A. Shephard Nancy A. Miller
Treasurer and Vice President, Investor Relations Director, Corporate Relations
GenRad, Inc. GenRad, Inc.
(978) 589-7440 Phone (978) 589-7144 Phone
(978) 589-2002 Fax (978) 589-2002 Fax
[email protected] [email protected]
</TABLE>
GENRAD ANNOUNCES STOCK OPTION POLICY
Westford, Massachusetts, April 23, 1998 -- GenRad, Inc. (NYSE:GEN) today
announced that its Board of Directors has adopted a policy that, if GenRad's
shareholders approve a proposed amendment adding shares to the Company's 1991
Equity Incentive Plan, the stock option plan used for officers of the Company,
the Board of Directors will not grant options to officers for the new shares at
an exercise price of less than $30 per share.
James F. Lyons, GenRad's President and Chief Executive Officer, commented, "It
is important for all shareholders to know that the management and the Board of
Directors are convinced of the soundness and investability of our short- and
long-term strategies. Since we can be beneficiaries of these option grants, we
have every confidence in the financial performance of the Company and in the
wisdom of the stock market to reward that excellence."
Mr. Lyons continued, "In addition, there is no plan to reprice any existing
stock options. We did not reprice in 1997. Since I took this job, I have made
decisions that I believed to be in the long-term best interests of our
shareholders. Repricing stock options is inconsistent with that metric."
GenRad Background
GenRad, Inc. provides electronics OEMs and their customers with the hardware,
software, inspection systems and services to optimize design, manufacturing and
after-market service productivity. GenRad, headquartered in Westford, MA, offers
products and services through three business units: Advanced Diagnostic
Solutions (ADS), Electronic Manufacturing Systems (EMS), and GR Software (GRS).
GenRad employs approximately 1,400 people worldwide, of whom 35 percent are
applications, software and hardware engineers. GenRad's web site address is
http://www.genrad.com.
###
- ------------------------------------------------------------------------------
GenRad's most current shareholder information is available by visiting our
Website at http://www.genrad.com or calling our Fax on Demand Service at (800)
469-1261.
- ------------------------------------------------------------------------------
###
Statements made in this press release which are not historical, including
statements regarding future performance, product demonstration, product
capabilities and markets are forward looking statements and as such are subject
to a number of risks. Please see the Company's 1997 Annual Report or Form 10K
and other reports filed pursuant to the Securities Exchange Act of 1934 for
additional disclosure regarding such risk factors.
GenRad Europe Ltd; Ismaning, Germany (49) 89 96285 303 o GenRad Asia Pacific:
Singapore (65) 278-4400
