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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 MAY 31, 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 identification no.)
of incorporation or organization)
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7 TECHNOLOGY PARK DRIVE, WESTFORD, MASSACHUSETTS 01886-0033
(Address of principal executive offices)
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1991 EQUITY INCENTIVE PLAN
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
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT BEING OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE PRICE REGISTRATION FEE
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Common Stock, $1.00 par value per share 500,000 Shares $7.16(2) $3,580,000(2) $945.12(2)
Common Stock, $1.00 par value per share 500,000 Shares $7.16(3) $3,580,000(3) $945.12(3)
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(1) This Registration Statement covers 500,000 shares of Common Stock which may
be issued under the Registrant's 1991 Equity Incentive Plan and 500,000
shares of Common Stock which may be issued under the Registrant's 1997
Non-Qualified Employee Stock Option Plan (collectively the "Plans"). 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 500,000 shares underlying awards to be made
under the 1991 Equity Incentive Plan at an assumed per share exercise price
of $7.16, representing the average of the high and low prices per share of
the Common Stock as reported on the New York Stock Exchange on May 26, 2000.
(3) Calculated pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended, based upon 500,000 shares underlying awards to be made
under the 1997 Non-Qualified Employee Stock Option Plan at an assumed per
share exercise price of $7.16, representing the average of the high and low
prices per share of the Common Stock as reported on the New York Stock
Exchange on May 26, 2000.
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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, 333-05235, 333-64329 and 333-87249), 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. 333-43445 and
333-69045), 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.
II-2
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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 31st day of May 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.
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SIGNATURES TITLE DATE
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<C> <S> <C>
/s/ ROBERT M. DUTKOWSKY President, Chief Executive
------------------------------------------- Officer and Director May 31, 2000
Robert M. Dutkowsky
/s/ WALTER A. SHEPHARD Vice President, Chief Financial
------------------------------------------- Officer, Principal Accounting May 31, 2000
Walter A. Shephard Officer and Clerk
/s/ WILLIAM S. ANTLE III Director
------------------------------------------- May 31, 2000
William S. Antle III
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II-3
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SIGNATURES TITLE DATE
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<C> <S> <C>
/s/ RUSSELL A. GULLOTTI Director
------------------------------------------- May 31, 2000
Russell A. Gullotti
/s/ LOWELL B. HAWKINSON Director
------------------------------------------- May 31, 2000
Lowell B. Hawkinson
/s/ WILLIAM G. SHEERER Director
------------------------------------------- May 31, 2000
William G. Sheerer
/s/ ADRIANA STADECKER Director
------------------------------------------- May 31, 2000
Adriana Stadecker
/s/ ED ZSCHAU Director
------------------------------------------- May 31, 2000
Ed Zschau
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II-4
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EXHIBIT INDEX
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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
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