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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended January 1, 2000.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _______________
to ___________________.
Commission File No.: 1-8045
GENRAD, INC.
(Name of Registrant)
MASSACHUSETTS 04-1360950
(State or Incorporation) (I.R.S. Employer Identification No.)
7 TECHNOLOGY PARK DRIVE
WESTFORD, MASSACHUSETTS 01886-0033
(978) 589-7000
Securities Registered Pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of shares of Common Stock held by non-affiliates of
the registrant as of March 24, 2000 was $444,582,661. As of March 24, 2000,
29,887,910 shares of the Common Stock of GenRad, Inc., $1.00 par value, were
outstanding.
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REQUIRED INFORMATION
In accordance with General Instruction F of Form 10-K and Rule 15d-21 of the
Securities Act of 1934, as amended, GenRad, Inc. is filing this first
amendment to its Annual Report on Form 10-K filed on March 31, 2000 to
include as an exhibit the financial statements and schedules of the GenRad
Choice Investment Plan.
Full title of the plan and the address of the plan, if different from that of
the issuer named below:
GenRad Choice Investment Plan
Name of issuer of the securities held pursuant to the plan and the address of
its principal executive offices:
GenRad, Inc.
7 Technology Park Drive
Westford, Massachusetts 01886
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(2) The following schedules to the Consolidated Financial Statements of
GenRad, Inc. and Subsidiaries are filed as part of this report:
A. Schedule II & Valuation and Qualifying Accounts +
All other schedules not listed above are inapplicable or are not
required under Securities and Exchange Commission regulations and therefore have
been omitted.
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(a)(3) The following Exhibits are filed as part of this report:
3.1 Articles of Organization of GenRad, Inc. as amended to May
21, 1980, incorporated by reference to Exhibit 3.1 to the
Company's report on Form 10-K for the year ended January
3, 1981.
3.2 Articles of Amendment to the Articles of Organization of
GenRad, Inc., incorporated by reference to Exhibit 3.1 to
the Company's report on Form 10-K for the year ended
December 31, 1983.
3.3 Articles of Amendment to the Articles of Organization of
GenRad, Inc., incorporated by reference to Exhibit 3.1 to
the Company's report on Form 10-K for the year ended
January 2, 1988.
10 Lease agreement dated July 26, 1996 between GenRad, Inc.
and Michelson Farm-Westford Technology Park Trust,
incorporated by reference to Exhibit 10 to the Company's
report on Form 10-Q for the quarter ended June 29, 1996.
10.1 Facility agreement dated June 26, 1997 between GenRad
Limited and BankBoston, N.A. London Branch, incorporated
by reference to Exhibit 10.1 to the Company's report on
Form 10-Q for the quarter ended June 28, 1997.
10.2 Amended and restated revolving credit agreement dated May
6, 1997 between GenRad, Inc. and BankBoston, N.A.,
incorporated by reference to Exhibit 10.2 to the Company's
report on Form 10-Q for the quarter ended June 28, 1997.
10.3 Severance Agreement between GenRad, Inc. and Kevin R.
Cloutier effective as of May 9, 1997, incorporated by
reference to Exhibit 10.3 to the Company's report on Form
10-Q for the quarter ended September 27, 1997.
10.4 Severance Agreement between GenRad, Inc. and Paul Geere
effective as of May 9, 1997, incorporated by reference to
Exhibit 10.4 to the Company's report on Form 10-Q for the
quarter ended September 27, 1997.
10.5 Severance Agreement between GenRad, Inc. and Lori B.
Hannay effective as of May 9, 1997, incorporated by
reference to Exhibit 10.5 to the Company's report on Form
10-Q for the quarter ended September 27, 1997.
10.6 Severance Agreement between GenRad, Inc. and Sarah H.
Lucas effective as of May 9, 1997, incorporated by
reference to Exhibit 10.6 to the Company's report on Form
10-Q for the quarter ended September 27, 1997.
10.7 Severance Agreement between GenRad, Inc. and James F.
Lyons effective as of May 8, 1997, incorporated by
reference to Exhibit 10.7 to the Company's report on Form
10-Q for the quarter ended September 27, 1997.
10.8 Severance Agreement between GenRad, Inc. and Paul
Pronsky, Jr. effective as of May 9, 1997, incorporated by
reference to Exhibit 10.8 to the Company's report on
Form 10-Q for the quarter ended September 27, 1997.
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10.9 Severance Agreement between GenRad, Inc. and Michael W.
Schraeder effective as of May 9, 1997, incorporated by
reference to Exhibit 10.9 to the Company's report on Form
10-Q for the quarter ended September 27, 1997.
10.10 Severance Agreement between GenRad, Inc. and Walter A.
Shephard effective as of October 24, 1997, incorporated by
reference to Exhibit 10.10 to the Company's report on Form
10-K for the year ended January 3, 1998.
10.11 Severance Agreement between GenRad, Inc. and Gary H.
Mueller effective as of October 24, 1997, incorporated by
reference to Exhibit 10.11 to the Company's report on Form
10-K for the year ended January 3, 1998.
10.12 Agreement dated February 12, 1997 between GenRad Limited
and Ford Motor Company, incorporated by reference to
Exhibit 10.12 to the Company's report on Form 10-K for the
year ended January 2, 1999.*
10.13 Settlement agreement and Mutual General Release dated
April 7, 1999 between William E. Gaines, William E.
Massaker, Frank B. Wingate and Heritage Investment Limited
Partnership and GenRad, Inc., James F. Lyons and Paul
Pronsky, Jr. incorporated by reference to Exhibit 10.13 to
the Company's report on Form 10-K for the year ended
January 2, 1999.
21 List of Subsidiaries.+
23.1 Consent of PricewaterhouseCoopers LLP.+
23.2 Consent of PricewaterhouseCoopers LLP, attached.
27 Financial Data Schedule.+
99 Financial Statements as of and for the years ended
December 31, 1999 and 1998 and Additional Information
Required for Form 5500 for the year ended December 31,
1999, attached.
(b) None
(c) See Item 14(a)(3) above.
(d) See Item 14(a)(1) and (2) above.
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* The Company has requested confidential treatment of the redacted
positions of this exhibit pursuant to the Rule 24b-2 under the
Securities Exchange Act of 1934, as amended, and has separately filed a
complete copy of this exhibit with the Securities and Exchange
Commission.
+ Previously filed.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this first amendment to its Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized, on this the 26th day of June, 2000.
GENRAD, INC.
By: /s/ Walter A. Shephard
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Walter A. Shephard
Chief Financial and Chief Accounting Officer
