Filed pursuant to Rule 424(b)(3)
Registration No. 333-57251
PROSPECTUS
1,237,917 Shares
GENRAD, INC.
Common Stock
This Prospectus relates to the resale of up to 1,237,917 shares (the
"Shares") of the common stock, $1.00 par value (the "Common Stock"), 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 the expenses incurred in connection with the
registration of the Shares being offered and sold by the Selling Stockholders.
Shares of the Common Stock are quoted on the NYSE under the symbol "GEN."
On July 9, 1998, the closing price reported for the Common Stock on the NYSE
was $18.25.
See "Factors That May Affect Future Results" commencing on
Page 4 of this Prospectus for a discussion of certain
factors that should be considered by prospective
purchasers of the Common Stock offered hereby.
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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.
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The date of this Prospectus is July 10, 1998.
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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.
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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. 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
herein are not necessarily complete, and reference is made (where applicable) 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 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.
The Company's Common Stock is listed for trading on the NYSE under the
trading symbol "GEN." Reports, proxy statements and other information about the
Company also may be inspected at the offices of the NYSE, located at 20 Broad
Street, New York, New York 10005.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The Company hereby incorporates by reference its Annual Report on Form 10-K
for its fiscal year ended January 3, 1998, its Quarterly Report on Form 10-Q
for its fiscal quarter ended April 4, 1998, and its Current Report on Form 8-K
filed with the Commission on June 22, 1998 (as amended on July 10, 1998).
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 made to Nancy
Miller, Director, Corporate Relations, GenRad, Inc., 7 Technology Park Drive,
Westford, MA 01886-0033, or by telephone at (978) 589-7000.
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<PAGE>
THE COMPANY
The Company is a leading worldwide supplier of integrated test measurement
and diagnostic solutions for the manufacture and maintenance of electronic
products. The Company offers products and services in three core business areas:
Electronic Manufacturing Systems, Advanced Diagnostic Solutions and GR Software.
The Company was incorporated in 1915 under the laws of the Commonwealth of
Massachusetts. The Company has its executive offices at 7 Technology Park Drive,
Westford, Massachusetts 01886-0033, Telephone: (978) 589-7000.
FACTORS THAT MAY AFFECT FUTURE RESULTS
In addition to the other information contained or incorporated by reference
in this Prospectus, prospective purchasers should consider carefully the factors
set forth below before investing in the shares of Common Stock offered hereby.
Prospective purchasers are cautioned that the statements contained or
incorporated by reference in this Prospectus that are not descriptions of
historical facts may be forward- looking statements. Such statements reflect
management's current views, are based on many assumptions and are subject to
risks and uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors, including, but not limited to,
those discussed below.
Highly Competitive Industry
Competition within the markets in which the Company operates is intense.
Competition in the industry focuses on technological innovation, product
performance, customer-specific applications engineering, price, and customer
service and support. The Company expects its competitors to continue to develop
new products, enhance the performance of existing products and provide improved
customer service. The Company also expects its competitors to engage in price
competition. Many of the Company's competitors have financial and other
resources that are substantially greater than the Company. In order to continue
to be competitive, the Company must continually develop innovative and improved
products, provide successful customer-specific applications engineering and
provide better customer service than its competitors while responding to its
competitors' price adjustments. The failure of the Company to meet such
challenges could have a material adverse effect on the Company's business,
financial condition and results of operations.
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<PAGE>
Technological Change; Importance of Timely Product Introduction
The market for the Company's products is characterized by rapid
technological change, an increased demand for specific feature requests by
customers, evolving industry standards and frequent new product introductions,
and therefore is highly dependent on timely product innovation. The introduction
by the Company or its competitors of products embodying new technology or the
emergence of new industry standards or practices could render the Company's
existing products obsolete or otherwise unmarketable, which could have a
material adverse effect on the Company's business, financial conditions and
results of operations. The Company's ability to remain competitive is dependent
on its ability to develop, design, manufacture and market technologically
innovative products that meet customer needs. The success of the Company in
developing, designing, manufacturing and marketing innovative products that
successfully meet changing market needs depends upon a variety of factors,
including new product selection which anticipates customer demand and
technological trends, development of competitive products by competitors, timely
and efficient completion of product design and implementation of the
manufacturing and assembly processes, and product performance at customer
locations. There can be no assurance that the Company will be successful in
introducing new products that successfully contribute to the Company's operating
results, and the inability of the Company to do so could have a material adverse
effect on its business, financial condition and results of operations.
Dependence on Suppliers
The Company is dependent upon a number of suppliers for several key
components of its products. The loss of certain of the Company's suppliers,
supply shortages or increases in the costs of key raw materials could have a
material adverse effect on the Company's business, financial condition and
results of operations.
Limitations on Protection of Intellectual Property and Proprietary Rights
The Company attempts to protect its intellectual property rights and trade
secrets through patents and other measures. There can be no assurance that the
Company's innovations and developments will receive United States or foreign
patent protection or that such patents and other measures will prevent
infringement of the Company's intellectual property rights and trade secrets.
There can be no assurance that any patent owned by the Company will not be
invalidated, circumvented or challenged, that the rights granted thereunder will
provide competitive advantages to the Company or that any of the Company's
pending or future patent applications will be issued with the scope of the
claims sought by the Company, if at all. In addition, others may independently
develop substantially similar innovations, products or techniques. Loss of the
exclusive rights to trade secrets and intellectual property could have a
material adverse effect on the Company's business, financial condition and
results of operations. Litigation may be necessary to enforce the Company's
patents and other intellectual property rights, to protect the Company's trade
secrets, to determine the validity and scope of the proprietary rights of
others, or to defend against claims of infringement or invalidity. Such
litigation could result in substantial costs (which may be in excess of
available insurance coverage), diversion of management and other resources and
significant adverse publicity, and could have a material adverse effect on the
Company's business, financial condition and results of operations.
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<PAGE>
International Trade and Operations
In recent years, more than 40% of the Company's sales have been in foreign
countries. In addition, the Company operates a manufacturing facility in
Manchester, England. As a result, a significant portion of the Company's sales
and operations is subject to certain risks inherent in international trade and
operations, including tariffs and other barriers, political and economic
instability, potentially adverse tax consequences, foreign currency
fluctuations, transportation delays and labor disruptions.
Possible Volatility of Stock Price
From time to time during or after the offering of securities hereby, there
may be significant volatility in the market price of the Company's Common Stock.
Quarterly operating results of the Company, changes in general conditions of the
economy or the industry, or other developments affecting the Company, its
customers or its competitors could cause the market price of the Common Stock to
fluctuate substantially. The Company's expense levels are based, in part, on
expectations of future revenues. If revenue levels in a particular period do not
meet expectations, due to the timing of the receipt of orders from customers,
customer cancellations or delays of shipments, then operating results for that
period could be adversely impacted. In addition, the equity markets in general
have, on occasion, experienced significant price and volume fluctuations that
have affected the market prices for the securities of many companies (including
the Company) and often have been unrelated to the operating performance of such
companies.
Dependence on Key Employees
The Company is dependent upon the ability and experience of its executive
officers and technical, sales and support personnel. Competition for the
services of such individuals is intense and there can be no assurance that the
Company will continue to be able to attract, retain and motivate individuals
with the qualifications and experience necessary for success. The loss of key
existing employees, failure of current employees to perform as expected or
failure of the Company to attract and retain qualified employees could have a
material adverse effect on the Company's business, financial condition and
results of operations.
Certain Anti-Takeover Effects
The Company has a classified Board of Directors which could discourage
potential acquisition proposals, delay or prevent a change in control of the
Company, or limit the price that certain investors might be willing to pay in
the future for shares of Common Stock.
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<PAGE>
No Dividends
It is the policy of the Company to retain earnings to support the growth
and expansion of the Company's business. Although the Company has paid dividends
in the past, there are no plans to resume paying dividends. In addition, the
payment of dividends is restricted by the Company's financing arrangements.
USE OF PROCEEDS
The shares of Common Stock offered by the Selling Stockholders pursuant to
this Prospectus are not being sold by the Company, and the Company will not
receive any proceeds from the sale thereof.
SELLING STOCKHOLDERS
The following table sets forth the names of the Selling Stockholders, all
of whom acquired their Shares in transactions effected on April 7, 1998, and the
number of shares of Common Stock which may be offered from time to time by each
of them pursuant to this Prospectus. Other than their ownership of the Company's
securities and the relationship of certain of the Selling Stockholders to the
Company as employees of the Company, none of the Selling Stockholders has had
any material relationship with the Company during the past three years. The
following table sets forth certain information with respect to the Selling
Stockholders as of July 10, 1998. Such 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 of which this Prospectus forms a part.
Because the Selling Stockholders may offer all or only some of the Shares
pursuant to the offering contemplated by this Prospectus, and to the Company's
knowledge there currently are no agreements, arrangements or understandings with
respect to the number of Shares that may be sold or held by the Selling
Stockholders after completion of this offering, no estimate can be given as to
the number of shares of Common Stock that will be held by the Selling
Stockholders after completion of this offering. See "Plan of Distribution."
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<PAGE>
<TABLE>
<CAPTION>
Number of Number of
Shares Shares
Beneficially That May
Name Owned(1) Be Offered(2)
- ---- ------------ -------------
<S> <C> <C>
Frank B. Wingate (3) 795,610 911,691
William E. Massaker 191,696 219,664
Heritage Investment Limited Partnership 87,955 100,787
William E. Gaines 5,038 5,773
</TABLE>
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(1) To the Company's knowledge, each of the Selling Stockholders owns less than
one percent of the number of outstanding shares of Common Stock, except for
Frank B. Wingate, who holds 795,610 shares, or 2.8%, of all outstanding
shares of Common Stock.
(2) Includes additional shares of Common Stock, some or all of which may be
offered from time to time by the Selling Stockholders 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
October 8, 1999. In order to liquidate fractional shares that otherwise
might be payable to Selling Stockholders upon release of the escrow, the
escrow agent also may sell (for the accounts of such Selling Stockholders)
shares of Common Stock pursuant to this Prospectus.
(3) Mr. Wingate is an employee of the Company.
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 then are
listed, on terms to be determined at the times of such sales. The Selling
Stockholders also may make private sales directly or through one or more
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/or 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
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<PAGE>
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 in one or more
transactions at fixed offering prices, which may be changed, or at varying
prices determined at the time of sale or by negotiation. Such prices will be
determined by the holders of the Shares or by agreement between such holders and
underwriters or dealers who may receive fees or commissions in connection
therewith. Until April 7, 2000, no Selling Stockholder may sell more than
150,000 of the Shares held for his or its account during any calendar month.
The outstanding Common Stock is listed for trading on the NYSE.
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 or exemptions from the registration or
qualification requirements are 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 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.
DESCRIPTION OF CAPITAL STOCK
The Company has authorized capital stock consisting of 60,000,000 shares of
Common Stock, par value $1.00 per share, of which 28,873,679 shares were
outstanding as of July 9, 1998. The Company also has outstanding from time to
time options to purchase shares of Common Stock.
The holders of Common Stock have no preemptive rights and the Common Stock
has no redemption, sinking fund or conversion provisions. Each share of Common
Stock is entitled to one vote on any matter submitted to the vote of
stockholders, to equal dividend rights and to equal rights in the assets of the
Company available for distribution to the holders of Common Stock upon
liquidation. All of the outstanding shares of Common Stock are, and the Shares
to be sold in connection with the offering made hereby will be, fully paid
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<PAGE>
and nonassessable. The payment of dividends on, and the redemption, retirement,
purchase or other acquisition of, Common Stock by the Company is currently
prohibited by the Company's financing agreements.
BankBoston, N.A. serves as transfer agent for the Common Stock.
In accordance with the Massachusetts Business Corporation Law, the
Company's Board of Directors is divided into three classes with staggered
three-year terms. The Company believes that a classified Board of Directors
helps to assure the continuity and stability of the Board of Directors and the
Company's business strategies and policies as determined by the Board of
Directors, since a majority of the directors at any given time will have had
prior experience as directors of the Company. The Company believes that such
continuity and stability, in turn, will permit the Board of Directors to
represent more effectively the interests of its stockholders.
With a classified Board of Directors, at least two annual meetings of
stockholders, instead of one, generally will be required to effect a change in
the majority of the Board of Directors. As a result, a provision relating to a
classified Board of Directors may discourage proxy contests for the election of
directors or purchases of a substantial block of the Common Stock because the
provision could operate to prevent a rapid change in control of the Board of
Directors. The classification provision also could have the effect of
discouraging a third party from making a tender offer or otherwise attempting to
obtain control of the Company. Under Massachusetts law, a director on a
classified board may be removed by the stockholders of the corporation only for
cause.
The Company has elected not to be subject to the 1987 Massachusetts Control
Share Acquisition Act.
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 financial statements incorporated in this Prospectus by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended January 3, 1998,
and the Company's Current Report on Form 8-K filed with the Commission on June
22, 1998 (as amended on July 10, 1998), have been so incorporated in reliance on
the reports of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
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