SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 11, 1998
Date of Report
(Date of earliest event reported)
GENRAD, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 001-08045 04-1360950
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7 Technology Park Drive
Westford, MA 01886-0033
(978) 589-7000
(Address of principal executive offices,
including zip code and telephone number)
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On June 11, 1998, GenRad, Inc. (the "Company") announced that its Board of
Directors has approved a stock repurchase program of up to 2,500,000 shares, or
approximately 8% of the issued and outstanding Common Stock of the Company.
Commencement of the stock repurchase program will require the Company to account
for the acquisition of Industrial Computer Corporation ("ICC"), completed on
April 7, 1998, as a purchase rather than a pooling of interests. The Company
also announced that as a result of this and other initiatives, the Company will
record a one-time non-recurring charge of approximately $40,000,000 in the
fiscal quarter which will end July 4, 1998. These charges will include a
write-off of in-process research and development at ICC; a goodwill impairment
loss relating to certain other past acquisitions of the Company; and anticipated
severance costs of a reduction in the work force of approximately 10% during the
fiscal quarter.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Financial statements relating to the acquisition of ICC will be filed by
amendment on or before August 10, 1998.
(b) Pro forma financial information.
Pro forma financial information relating to the acquisition of ICC will be
filed by amendment on or before August 10, 1998.
(c) Exhibits.
Agreement and Plan of Merger dated April 7, 1998 by and among GenRad, Inc.,
Industrial Computer Corporation, Frank B. Wingate, William E. Massaker,
William E. Gaines and Heritage Investment Limited Partnership (incorporated
by reference to the Company's Registration Statement on Form S-3
(File No. 333-57251)).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENRAD, INC.
By: /s/ Paul Pronsky, Jr.
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Paul Pronsky, Jr.
Chief Financial Officer and Secretary
Date: June 22, 1998
