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THIS DOCUMENT CONTAINS 15 PAGES. THE EXHIBIT INDEX IS LOCATED ON PAGE 6.
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENRAD, INC.
(Exact name of issuer as specified in its charter)
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<S> <C>
MASSACHUSETTS 04-1360950
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
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7 TECHNOLOGY PARK DRIVE, WESTFORD, MASSACHUSETTS 01886-0033
(Address of principal executive offices)
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NON-STATUTORY STOCK OPTION AGREEMENT
BY AND BETWEEN
ROBERT M. DUTKOWSKY AND GENRAD, INC.
(Full title of plan)
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<S> <C>
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
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT BEING OFFERING PRICE PER AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) SHARE OFFERING PRICE FEE
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Common Stock,
$1.00 par value per share... 500,000 Shares $7.375(2) $3,687,500.00(2) $973.50(2)
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(1) This Registration Statement covers 500,000 shares of Common Stock which may
be issued to Mr. Robert M. Dutkowsky pursuant to that certain Non-Statutory
Stock Option Agreement by and between Mr. Dutkowsky and the Company dated
April 24, 2000. 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 Rule 457(h) under the Securities Act of 1933 based on
an exercise price per share of $7.375 representing the closing price per
share of the Common Stock as reported on the New York Stock Exchange on
April 24, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
GenRad, Inc. (the "Company") hereby incorporates by reference in this
Registration Statement the following documents and information heretofore filed
with the Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 1, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended April 1, 2000, and its Current Reports on Form 8-K dated April 4
and April 27, 2000; and
(c) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-3 (File No. 333-93701).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of any post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. 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 Registration Statement to the
extent that any other subsequently-filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-laws, as amended to date, provide for indemnification of
officers and directors to the fullest extent permitted by the laws of the
Commonwealth of Massachusetts.
Section 67 of Chapter 156B of the Massachusetts General Laws, which is
applicable to the Company as a Massachusetts corporation, provides as follows:
"Indemnification of directors, officers, employees and other agents of a
corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by it
to whatever extent shall be specified in or authorized by (i) the articles of
organization or (ii) a by-law adopted by the stockholders or (iii) a vote
adopted by the holders of a majority of the shares of stock entitled to vote on
the election of directors. Except as the articles of organization or by-laws
otherwise require, indemnification of any persons referred to in the preceding
sentence who are not directors of the corporation may be provided by it to the
extent authorized by the directors. Such indemnification may include payment by
the corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to indemnification under this
section which
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undertaking may be accepted without reference to the financial ability of such
person to make repayment. Any such indemnification may be provided although the
person to be indemnified is no longer an officer, director, employee or agent of
the corporation or of such other organization or no longer serves with respect
to any such employee benefit plan.
No indemnification shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
The absence of any express provision for indemnification shall not limit any
right of indemnification existing independently of this section.
A corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or other agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any employee benefit plan, against any liability incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability."
The Company provides officers' and directors' liability insurance for its
officers and directors and has entered into indemnification agreements with each
of its executive officers providing contractual indemnification by the Company
to the fullest extent permissible under the laws of the Commonwealth of
Massachusetts.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
See the exhibit index immediately preceding the exhibits attached hereto.
ITEM 9. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(b) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(2) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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(3) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions of the Delaware General
Corporation Law and the registrant's Certificate of Incorporation and
By-laws, or otherwise, the registrant has been advised that, in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy, as expressed in the Act, and will be governed by the
final adjudication of such issue.
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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 1st day of
June 2000.
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GENRAD, INC.
By: /s/ WALTER A. SHEPHARD
-----------------------------------------
Walter A. Shephard
Vice President, Chief Financial Officer
and Clerk
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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.
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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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NAME TITLE DATE
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<C> <S> <C>
/s/ ROBERT M. DUTKOWSKY
------------------------------------------- President, Chief Executive June 1, 2000
Robert M. Dutkowsky Officer and Director
Vice President, Chief
/s/ WALTER A. SHEPHARD Financial Officer,
------------------------------------------- Principal Accounting June 1, 2000
Walter A. Shephard Officer and Clerk
/s/ WILLIAM S. ANTLE III
------------------------------------------- Director June 1, 2000
William S. Antle III
/s/ RUSSELL A. GULLOTTI
------------------------------------------- Director June 1, 2000
Russell A. Gullotti
/s/ LOWELL B. HAWKINSON
------------------------------------------- Director June 1, 2000
Lowell B. Hawkinson
/s/ WILLIAM G. SHEERER
------------------------------------------- Director June 1, 2000
William G. Sheerer
/s/ ADRIANNA STADECKER
------------------------------------------- Director June 1, 2000
Adrianna Stadecker
/s/ ED ZSCHAU
------------------------------------------- Director June 1, 2000
Ed Zschau
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EXHIBIT INDEX
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EXHIBIT NO. TITLE PAGE
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Exhibit 4 Non-Statutory Stock Option Agreement by and
between the Company and Robert M. Dutkowsky
dated April 24, 2000 7
Exhibit 5 Opinion of Nutter, McClennen & Fish, LLP 14
Exhibit 23.1 Consent of Nutter, McClennen & Fish, LLP
(contained in Exhibit 5) 14
Exhibit 23.2 Consent of PricewaterhouseCoopers LLP 15
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