As filed with the Securities and Exchange Commission on December 16, 1998.
Registration No. 333-_____
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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 of (I.R.S. employer identification no.)
incorporation or organization)
7 Technology Park Drive, Westford, MA 01886
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(Address of principal executive offices)
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1997 NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
(Full title of plan)
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Copies of communications to:
James F. Lyons Constantine Alexander, Esq.
President and Chief Executive Officer Nutter, McClennen & Fish, LLP
GenRad, Inc. One International Place
7 Technology Park Drive Boston, Massachusetts 02110-2699
Westford, MA 01886 (617) 439-2000
(978) 589-7000
(Name, address and telephone
number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of each class of securities to Amount being registered maximum offering Proposed maximum Amount of
be registered (1) price per share aggregate offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock, 250,000 Shares $16.78(2) $4,195,000(2) $1,166.21(2)
$1.00 par value per share
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(1) This Registration Statement covers 250,000 shares of Common Stock that
may be issued upon the exercise of options granted under the Company's
1997 Non-Qualified Employee Stock Option Plan (the "Plan"). 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 based on the average of the high and low prices per share of
the Common Stock as reported on the New York Stock Exchange on December
14, 1998.
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<PAGE>
In accordance with General Instruction E to Form S-8, the contents of
the Registrant's Registration Statement on Form S-8 (File No. 333-43445)
relating to the Registrant's 1997 Non-Qualified Employee Stock Option Plan are
incorporated by reference in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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See the exhibit index immediately preceding the exhibits attached
hereto.
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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 16th day of December, 1998.
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.
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Signatures Title Date
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<S> <C> <C>
/s/ James F. Lyons President, Chief Executive Officer December 16, 1998
- -------------------------- and Director
James F. Lyons
/s/ Walter A. Shephard Chief Financial Officer and December 16, 1998
- -------------------------- Principal Accounting Officer
Walter A. Shephard
/s/ William S. Antle Director December 16, 1998
- --------------------------
William S. Antle
/s/ Russell A. Gullotti Director December 16, 1998
- --------------------------
Russell A. Gullotti
/s/ Lowell B. Hawkinson Director December 16, 1998
- --------------------------
Lowell B. Hawkinson
/s/ Richard G. Rogers Director December 16, 1998
- --------------------------
Richard G. Rogers
</TABLE>
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<PAGE>
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Signatures Title Date
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<S> <C> <C>
/s/ William G. Scheerer Director December 16, 1998
- ---------------------------
William G. Scheerer
/s/ Adriana Stadecker Director December 16, 1998
- ---------------------------
Adriana Stadecker
/s/ Ed Zschau Director December 16, 1998
- ---------------------------
Ed Zschau
</TABLE>
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EXHIBIT INDEX
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Exhibit No. Title Page
- ----------- ----- ----
<S> <C> <C>
5 Opinion of Nutter, McClennen & Fish, LLP 6
23.1 Consent of Nutter, McClennen & Fish, LLP Contained in
Exhibit 5
23.2 Consent of PricewaterhouseCoopers LLP 8
23.3 Consent of PricewaterhouseCoopers LLP 9
</TABLE>
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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 16, 1998
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
250,000 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 are familiar with the Company's Articles of Organization and
By-laws, both as amended to date (collectively, the "Organizational Documents"),
and have examined the Plan and 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 Organizational Documents and applicable state law, the 250,000 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 compliance with the
terms of the Plan, the Organizational Documents and applicable state law, 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
CA/DSS
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated January 26, 1998, which appears on
page 20 of the 1997 Annual Report to Stockholders of GenRad, Inc., which is
incorporated by reference in GenRad, Inc.'s Annual Report on Form 10-K for the
year ended January 3, 1998. We also consent to the application of such report to
the Financial Statement Schedule for the three years ended January 3, 1998 when
such schedule is read in conjunction with the financial statements referred to
in our report. The audits referred to in such report included this schedule.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
December 16, 1998
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 2, 1998 on Industrial Computer
Corporation's financial statements as of December 31, 1997 and for the year then
ended, which is included in GenRad, Inc.'s Form 8-K/A dated July 10, 1998.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
December 16, 1998
