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This document contains 6 pages. The exhibit index is located on page 4.
As filed with the Securities and Exchange Commission on August 22, 2000
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 01886-0033
(Address of principal executive offices)
1997 NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
(Full title of plan)
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ROBERT M. DUTKOWSKY Copy to:
GENRAD, INC. CONSTANTINE ALEXANDER, ESQ.
7 TECHNOLOGY PARK DRIVE NUTTER, MCCLENNEN & FISH, LLP
WESTFORD, MA 01886-0033 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
<TABLE>
<CAPTION>
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Title of each class of securities Amount being Proposed maximum Proposed maximum Amount of
to be registered 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 1,250,000 Shares $13.81(2) $17,262,723.94(2) $4,557.36(2)
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</TABLE>
(1) This Registration Statement covers 1,250,000 shares of Common Stock which
may be issued under the Registrant's 1997 Non-Qualified Employee Stock
Option Plan ( the "Plan"). In addition, 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 pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended, based upon the weighted average of (i) 367,250 shares
underlying options granted under the Plan having a per share exercise price
of $18.813, (ii) 2,500 shares underlying options granted under the Plan
having a per share exercise price of $20.438, (iii) 9,000 shares underlying
options granted under the Plan having a per share exercise price of $17.25,
(iv) 40,000 shares underlying options granted under the Plan having a per
share exercise price of $20.75, (v) 3,000 shares underlying options granted
under the Plan having a per share exercise price of $19.75, (vi) 10,000
shares underlying options granted under the Plan having a per share
exercise price of $18.3125, (vii) 8,500 shares underlying options granted
under the Plan having a per share exercise price of $17.00, (viii) 30,000
shares underlying options granted under the Plan having a per share
exercise price of $17.9375, (ix) 12,500 shares underlying options granted
under the Plan having a per share exercise price of $14.50, (x) 20,000
shares underlying options granted under the Plan having a per share
exercise price of $12.25, (xi) 10,000 shares underlying options granted
under the Plan having a per share exercise price of $10.50, (xii) 60,000
shares underlying options granted under the Plan having a per share
exercise price of $11.9375, (xiii) 50,000 shares underlying options granted
under the Plan having a per share exercise price of $12.3125, (xiv) 88,000
shares underlying options granted under the Plan having a per share
exercise price of $15.9375, (xv) 7,500 shares underlying options granted
under the Plan having a per share exercise price of $14.0625, (xvi) 5,000
shares underlying options granted under the Plan having a per share
exercise price of $16.25, (xvii) 27,500 shares underlying options granted
under the Plan having a per share exercise price of $17.00, (xviii) 5,000
shares underlying options granted under the Plan having a per share
exercise price of $17.8125, (xvix) 20,500 shares underlying options granted
under the Plan having a per share exercise price of $15.625, (xx) 60,000
shares underlying options granted under the Plan having a per share
exercise price of $10.00, (xxi)10,000 shares underlying options granted
under the Plan having a per share exercise price of $7.625, (xxii)10,000
shares underlying options granted under the Plan having a per share
exercise price of $7.6875, (xxiii) 393,750 shares underlying options
to be granted under the Plan at an assumed per share exercise price of
$8.4063 representing the average of the high and low prices per share of
the Common Stock as reported on the New York Stock Exchange on August 18,
2000.
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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. 333-43445, 333-69045
and 333-38168), 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.
See the Exhibit Index immediately preceding the exhibits attached hereto.
<PAGE>
SIGNATURES
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 22nd day of August
2000.
GenRad, Inc.
By: /s/ WALTER A. SHEPHARD
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Walter A. Shephard
Vice President, Chief Financial Officer and Clerk
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
Robert M. Dutkowsky and Walter A. Shephard, and each of them, with full power to
act without the other, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (until revoked in writing) to sign any and all
amendments (including post-effective amendments and amendments thereto) to this
Registration Statement on Form S-8 of the registrant, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary fully to all intents and purposes as
he might or could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
President, Chief Executive Officer August 22, 2000
/s/ ROBERT M. DUTKOWSKY and Director
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Robert M. Dutkowsky
Vice President, Chief Financial August 22, 2000
/s/ WALTER A. SHEPHARD Officer, Principal Accounting
-------------------------------- Officer and Clerk
Walter A. Shephard
Director August 22, 2000
/s/ WILLIAM S. ANTLE,III
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William S. Antle, III
Director August 22, 2000
/s/ RUSSELL A. GULLOTTI
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Russell A. Gullotti
Director August 22, 2000
/s/ LOWELL B. HAWKINSON
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Lowell B. Hawkinson
Director August 22, 2000
/s/ WILLIAM G. SHEERER
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William G. Sheerer
Director August 22, 2000
/s/ ADRIANNA STADECKER
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Adriana Stadecker
Director August 22, 2000
/s/ ED ZSCHAU
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Ed Zschau
</TABLE>
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EXHIBIT INDEX
Exhibit No. Title
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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
