This document contains 11 pages. The exhibit index is located on page 4.
As filed with the Securities and Exchange Commission on September 25, 1998
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 identification no.)
of incorporation or organization)
7 Technology Park Drive, Westford, Massachusetts 01886-0003
(Address of principal executive offices)
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1991 EQUITY INCENTIVE PLAN
1991 DIRECTORS' STOCK OPTION PLAN
1994 DIRECTOR RESTRICTED STOCK PLAN
(Full title of plans)
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James F. Lyons Copy to:
GenRad, Inc. Constantine Alexander, Esq.
7 Technology Park Drive Nutter, McClennen & Fish, LLP
Westford, MA 01886-0003 One International Place
(978) 589-7000 Boston, Massachusetts 02110-2699
(Name, address and telephone (617) 439-2000
number of agent for service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of each class of Proposed maximum Proposed maximum Amount of
securities to be registered Amount being registered (1) offering price per share aggregate offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value per share 2,500,000 Shares $16.49(2) $41,225,000(2) $12,161.38
50,000 Shares $12.96(3) $ 648,000(3) $ 191.16
50,000 Shares $13.88(4) $ 694,000(4) $ 204.73
Total $12,557.27
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</TABLE>
(1) This Registration Statement covers 2,600,000 shares of Common Stock which
may be issued under the Registrant's 1991 Equity Incentive Plan, 1991
Directors' Stock Option Plan, or its 1994 Director Restricted Stock Plan.
In addition, this Registration Statement also covers an indeterminate
number of additional shares of Common Stock which may be issued under said
Plans as a result of a stock dividend, stock split or other
recapitalization.
(2) Calculated pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended, based upon the weighted average of (i) 1,537,616 shares
underlying awards made under the 1991 Equity Incentive Plan (the "1991
Plan") having a per share exercise price of $16.50, (ii) 10,000 shares
underlying awards made under the 1991 Plan having a per share exercise
price of $25.00, (iii) 5,000 shares underlying awards made under the 1991
Plan having a per share exercise price of $25.75, (iv) 122,074 shares
underlying awards made under the 1991 Plan having a per share exercise
price of $14.375, (v) 279,250 shares underlying awards made under the 1991
Plan having a per share exercise price of $15.00, (vi) 20,000 shares
underlying awards made under the 1991 Plan having a per share exercise
price of $23.438, (vii) 100,000 shares underlying awards made under the
1991 Plan having a per share exercise price of $30.00, (viii) 24,000 shares
underlying awards made under the 1991 Plan having a per share exercise
price of $19.813, and (ix) 402,060 shares underlying awards under the 1991
Plan to be made at an assumed per share exercise price of $13.88,
representing the average of the high and low prices per share of the Common
Stock as reported on the New York Stock Exchange on September 21, 1998.
(3) Calculated pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended, based upon the weighted average of (i) 13,500 shares
underlying awards made under the 1994 Director Restricted Stock Plan having
a per share price of $10.50 and (ii) 36,500 shares underlying awards under
such plan to be made at an assumed per share price of $13.88, representing
the average of the high and low prices per share of the Common Stock as
reported on the New York Stock Exchange on September 21, 1998.
(4) Calculated pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended, based upon 50,000 shares underlying awards made under the
1991 Directors' Stock Option Plan at an assumed per share exercise price
representing the average of the high and low prices per share of the Common
Stock as reported on the New York Stock Exchange on September 21, 1998.
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<PAGE>
In accordance with General Instruction E to Form S-8, the contents of the
Registrant's Registration Statements on Form S-8 (File Nos. 33-42789, 33-52009,
33-53871 and 333-05235), relating to the Registrant's 1991 Equity Incentive
Plan, are incorporated by reference in this Registration Statement.
In accordance with General Instruction E to Form S-8, the contents of the
Registrant's Registration Statements on Form S-8 (File Nos. 33-42789 and
33-60153), relating to the Registrant's 1991 Directors' Stock Option Plan, are
incorporated by reference in this Registration Statement.
In accordance with General Instruction E to Form S-8, the contents of the
Registrant's Registration Statement on Form S-8 (File No. 33-53867), relating to
the Registrant's 1994 Director Restricted Stock 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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<PAGE>
SIGNATURES
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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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Westford, Massachusetts, on the 25th day of September
1998.
GenRad, Inc.
By: /s/ Paul Pronsky, Jr.
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Paul Pronsky, Jr.
Vice President and Chief Financial 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>
Chairman of the Board, President, September 25, 1998
/s/ James F. Lyons Chief Executive Officer
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James F. Lyons
Vice President, Chief Financial Officer, September 25, 1998
/s/ Paul Pronsky, Jr. and Principal Accounting Officer
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Paul Pronsky, Jr.
/s/ William S. Antle, III Director September 25, 1998
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William S. Antle, III
/s/ Russell A. Gullotti Director September 25, 1998
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Russell A. Gullotti
/s/ Lowell B. Hawkinson Director September 25, 1998
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Lowell B. Hawkinson
/s/ Richard G. Rogers Director September 25, 1998
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Richard G. Rogers
/s/ William G. Sheerer Director September 25, 1998
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William G. Sheerer
/s/ Adriana Stadecker
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Adriana Stadecker Director September 25, 1998
/s/ Ed Zschau
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Ed Zschau Director September 25, 1998
</TABLE>
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<PAGE>
EXHIBIT INDEX
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Exhibit No. Title
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<S> <C>
Exhibit 4.1 1994 Director Restricted Stock Plan
Exhibit 4.2 1991 Equity Incentive Plan (incorporated by
reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8 (File
No. 333-05235), filed June 5, 1996)
Exhibit 4.3 1991 Directors' Stock Option Plan
(incorporated by reference to Appendix A
to the Registrant's Proxy Statement
filed April 7, 1995)
Exhibit 5 Opinion of Nutter, McClennen & Fish, LLP
Exhibit 23.1 Consent of Nutter, McClennen & Fish, LLP
(contained in Exhibit 5)
Exhibit 23.2 Consent of PricewaterhouseCoopers LLP
</TABLE>
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Exhibit 4.1
GenRad, Inc.
1994 DIRECTOR RESTRICTED STOCK PLAN
(as amended to date)
1. Purpose
The purpose of this 1994 Director Restricted Stock Plan (the "Plan") of
GenRad, Inc. (the "Company") is to encourage ownership in the Company by outside
Directors of the Company whose continued services are considered essential to
the Company's future progress and to provide them with a further incentive to
remain as Directors of the Company.
2. Administration
The Board of Directors shall supervise and administer the Plan. Awards
(as defined below) under the Plan and the amount and nature of the Awards to be
granted shall be automatic in accordance with the terms of Section 5. However,
all questions of interpretation of the Plan or of any Awards issued hereunder
shall be determined by the Board of Directors and such determination shall be
final and binding upon all persons having an interest in the Plan. No member of
the Board of Directors shall be liable for any action or determination taken or
made in good faith with respect to the Plan or any Award granted hereunder.
3. Participation in the Plan
Directors of the Company who are not employees of the Company or any
subsidiary of the Company shall be eligible to participate in the Plan.
4. Stock Subject to the Plan
The maximum number of shares which may be issued under the Plan shall
be 100,000 shares of the Company's Common Stock, par value $1.00 per share
("Common Stock"), subject to adjustment as provided in Section 9 of the Plan.
Such shares may be authorized and unissued shares or may be treasury shares. Any
shares of Common Stock which are forfeited pursuant to Section 5(d) of the Plan
shall again be available for issuance under the Plan.
5. Restricted Stock Awards
A restricted stock award under the Plan (an "Award") shall consist of
the issuance by the Company of shares of Common Stock, and the acceptance by the
Director of such shares, subject to the terms, conditions and restrictions
described in the document evidencing the Award and in the Plan. Each Award shall
be evidenced by a written agreement in such form as the Board of Directors shall
from time to time approve, which agreements shall comply with and be subject to
the following terms and conditions:
(a) Award Dates. The Company shall grant an Award to each eligible
Director on August 31st of each year that the Plan is in effect (the "Award
Date") in consideration for such Director's services as a member of the Board of
Directors.
(b) Number of Shares. Each Award shall be for 2,500 shares of the
Company's Common Stock.
(c) Restrictions on Transfer. In addition to such other terms,
conditions and restrictions upon Awards as shall be imposed by the Board of
Directors, shares issued to a Director pursuant to an
<PAGE>
Award (including any shares issued pursuant to Section 9) shall not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of
(collectively "transferred"), except by will or the laws of descent and
distribution, prior to the earliest of the following:
(1) The lapse of these restrictions with respect to one-third
of the shares issued to a Director pursuant to a particular Award upon
each of the first, second and third anniversaries of the Award Date of
such Award.
(2) The lapse of these restrictions with respect to all shares
issued to a Director pursuant to all such Awards upon:
(i) the resignation of the Director from the Board of
Directors with the consent of a majority of the members of the
Board;
(ii) the disability of the Director, within the
meaning of Section 22(e)(3) of the Internal Revenue Code of
1986, as amended; or
(iii) the death of the Director.
(3) The lapse of these restriction with respect to all shares
issued to Directors pursuant to all such Awards upon a "Change in
Control" of the Company. A "Change in Control" shall be deemed to have
occurred 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 (the "Exchange Act")) (other than the Company, a
trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any corporation owned
directly or indirectly by the shareholders of the Company in
substantially the same proportion as their ownership of stock
of the Company) 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 within two consecutive years
ending during the term of the Plan there shall cease to be a
majority of the Board of Directors comprised as follows:
individuals who at the beginning of such period constituted
the Board of Directors and any new Director(s) whose election
by the Company's stockholders was approved by a vote of at
least two-thirds of the Directors then still in office who
either were Directors at the beginning of the period or whose
election or nomination for election was previously so
approved;
(iii) the stockholders 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
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<PAGE>
(iv) the stockholders of the Company approve (A) a
plan of complete liquidation of the Company or (B) an
agreement for the sale or other disposition by the Company of
all or substantially all the Company assets.
(d) Forfeiture. If a Director resigns from the Board of Directors or
refuses to stand for reelection without the consent of a majority of the members
of the Board, prior to the date upon which the restrictions on transfer lapse
pursuant to Section 5(c) of the Plan, the Director shall forfeit to the Company
all shares of Common Stock issued to such Director pursuant to any Award made
during the one year period preceding such resignation or refusal.
(e) Escrow. To enforce the restrictions imposed upon shares issued
pursuant to Awards, the Company shall require any recipient to enter into an
escrow agreement in such form as the Board of Directors shall from time to time
approve, providing that the certificates representing the shares shall remain in
the physical custody of an escrow agent (which may be an officer of the Company)
until the restrictions imposed upon such shares pursuant to an Award and this
Plan expire or have been removed.
(f) Additional Shares. Any shares received by a Director pursuant to
Section 9 of the Plan shall have the same status and shall bear the same
restrictions (including escrow restrictions, if applicable) and the same legend,
all on a proportionate basis, as the shares received pursuant to the applicable
Award.
6. General Restrictions
(a) Investment Representations. The Company may require any Director to
whom an Award is made, as a condition of purchasing the shares subject to such
Award, to give written assurances in substance and form satisfactory to the
Company to the effect that such Director is acquiring the Common Stock subject
to the Award for his or her own account for investment and not with any present
intention of selling or otherwise distributing the same, and to such other
effects as the Company deems necessary or appropriate in order to comply with
applicable federal and state securities laws. Certificates for shares of Common
Stock delivered pursuant to Awards shall bear the following legend:
"The shares of Common Stock represented by this certificate are subject
to forfeiture, prohibition against transfer or assignment and certain
other restrictions set forth in the GenRad, Inc. 1994 Director
Restricted Stock Plan and in the Restricted Stock Award dated as of
_______________________, 19__, granted by the Company to the registered
owner of this certificate. A copy of the 1994 Director Restricted Stock
Plan and the above-described Restricted Stock Award are available for
inspection, without charge, at the offices of the Company."
(b) Compliance With Securities Laws. Each Award shall be subject to the
requirement that, if at any time counsel to the Company shall determine that the
listing, registration or qualification of the shares subject to such Award upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental or regulatory body is necessary as a condition of,
or in connection with, the issue or purchase of shares thereunder, such Award
may not be accepted in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained on
conditions acceptable to the Board of Directors. Nothing herein shall be deemed
to require the Company to apply for or to obtain such listing, registration or
qualification.
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<PAGE>
7. Rights as a Shareholder
The Director shall, subject to Sections 5(c) and 5(d), possess all
incidents of ownership of the shares of Common Stock issued pursuant to an
Award, including the right to receive dividends with respect to such shares and
to vote such shares.
8. No Rights to Continue as a Director
Neither the Plan, nor the granting of an Award under the Plan, nor any
other action taken pursuant to the Plan, shall constitute or be evidence of any
agreement or understanding, express or implied, that the Company will retain a
Director for any period of time or at any particular rate of compensation.
9. Changes in Common Stock
If the outstanding shares of Common Stock are increased, decreased or
exchanged for a different number or kind of shares or other securities, or if
additional shares or new or different shares or other securities are distributed
with respect to such shares of Common Stock or other securities, through merger,
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other distribution with respect to such shares of Common
Stock, or other securities, an appropriate and proportionate adjustment may be
made in the maximum number and kind of shares reserved for issuance under the
Plan. No fractional shares will be issued under the Plan on account of any such
adjustments.
10. Amendment of the Plan
The Plan may at any time be terminated, modified or amended by the
holders of a majority of the then outstanding voting shares of the Company. The
Board of Directors may at any time, and from time to time, modify or amend the
Plan in any respect, except that without the approval of the shareholders of the
Company the Board of Directors may not make any amendment which would (i) cause
the Plan to no longer comply with Rule 16b-3 under the Exchange Act ("Rule
16b-3") or any successor thereto, or (ii) require shareholder approval under any
applicable listing requirement. The termination or any modification or amendment
of the Plan shall not, without the consent of a recipient of an Award, affect
his or her rights under an Award previously made to him or her. With the consent
of the recipient of the Award, the Board of Directors may amend outstanding
Awards in a manner not inconsistent with the Plan. The Board of Directors shall
have the right to amend or modify the terms and provisions of the Plan and of
any outstanding Award to the extent necessary to ensure the qualification of the
Plan under Rule 16b-3 or any successor rule. Notwithstanding the foregoing, in
no event shall the provisions of Sections 5(a) or 5(b) be amended more than once
every six months, other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act or the rules thereunder.
11. Effective Date and Duration of the Plan
(a) Effective Date. The Plan shall become effective when adopted by
the Board of Directors and approved by the Company's shareholders.
(b) Termination. Unless sooner terminated by the Board of Directors or
shareholders of the Company, the Plan shall terminate upon the earlier of (i)
the close of business on the day next preceding the tenth anniversary on the
date of its adoption by the Board of Directors, or (ii) the date on which all
shares available for issuance under the Plan shall have been issued pursuant to
the final vesting of Awards granted under the Plan. If the date of termination
is determined under (i) above,
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<PAGE>
then Awards outstanding on such date shall continue to have force and effect in
accordance with the provisions of the instruments evidencing such Awards.
12. Assignment
The rights and benefits under the Plan may not be assigned.
13. Governing Law
The Plan and all determination made and actions taken pursuant hereto
shall be governed by the laws of The Commonwealth of Massachusetts.
Adopted by the Board of Directors on February 11,
1994, as amended to date.
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Exhibit 5
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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
September 25, 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 (i)
2,500,000 shares of the Company's common stock, $1.00 par value per share (the
"Common Stock"), issuable pursuant to the Company's 1991 Equity Incentive Plan,
as amended to date (the "Incentive Plan"), (ii) 50,000 shares of Common Stock
issuable pursuant to the Company's 1991 Directors' Stock Option Plan, as amended
to date, (the "1991 Director Plan"), and (iii) 50,000 shares of Common Stock
issuable pursuant to the Company's 1994 Director Restricted Stock Plan, as
amended to date (together with the Incentive Plan and the 1991 Director Plan,
the "Plans"), and an indeterminate number of shares of such Common Stock which
may be issued or become issuable under the Plans by reason of stock dividends,
stock splits or other recapitalizations executed hereafter.
We have acted as legal counsel for the Company in connection with the
adoption of and amendments to the Plans, are familiar with the Company's
Articles of Organization and By-laws, both as amended to date (collectively, the
"Organizational Documents"), and have examined such other documents as we have
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
respective Plan, the Organizational Documents and the Massachusetts Business
Corporation Law, the 2,600,000 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 Plans by reason of stock dividends, stock splits or other
recapitalizations hereafter executed, if and when issued in accordance with the
terms of the respective Plan and upon compliance with the applicable provisions
of law and of the Company's Organizational Documents, 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 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
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Nutter, McClennen & Fish, LLP
Exhibit 23.2
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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 include this schedule.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
September 22, 1998
