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Filed Pursuant to Rule 424(b)(3)
File No. 333-93701
114,074 SHARES
GENRAD, INC.
COMMON STOCK
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The Selling Stockholder identified in this prospectus may sell up to 114,074
shares of the common stock of GenRad, Inc. GenRad's common stock is listed on
the New York Stock Exchange under the symbol "GEN." On August 15, 2000 the
closing price reported for the common stock on the NYSE was $8.3125.
The Selling Stockholder may sell the shares of common stock described in
this prospectus in public or private transactions on or off the NYSE, 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. More
information concerning the Selling Stockholder and his plan of distribution is
set forth under "Selling Stockholder" and "Plan of Distribution."
GenRad will not receive any proceeds from the sale of shares by the Selling
Stockholder. We will bear all the expenses related to the registration of the
shares of common stock.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES NOR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is August 18, 2000.
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THIS PROSPECTUS IS PART OF A REGISTRATION STATEMENT WE FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS. THE SEC ALLOWS US TO "INCORPORATE
BY REFERENCE" INFORMATION THAT WE FILE WITH IT, WHICH MEANS THAT WE CAN DISCLOSE
IMPORTANT INFORMATION TO YOU BY REFERRING THOSE DOCUMENTS TO YOU. THE
INFORMATION THAT WE FILE LATER WITH THE SEC WILL AUTOMATICALLY UPDATE AND
SUPERSEDE THIS INFORMATION. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN
ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE
PROVIDED ON THE FRONT PAGE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF
DELIVERY OF THIS PROSPECTUS OR ANY SALE OF COMMON STOCK.
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WHERE YOU CAN FIND MORE INFORMATION
GenRad has filed with the Securities and Exchange Commission (the "SEC") a
registration statement on Form S-3 under the Securities Act of 1933, as amended,
to register the GenRad common stock owned by the Selling Stockholder. This
prospectus is part of that registration statement. As allowed by SEC rules, this
prospectus does not contain all the information you can find in the registration
statement or the exhibits to the registration statement.
GenRad files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information we file at the SEC's public reference rooms located at Room
1024, Judiciary Plaza, 450 Fifth Street, NW, 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. Our SEC filings are also available to the public
at the website maintained by the SEC at "http://www.sec.gov." In addition,
GenRad common stock is listed on the New York Stock Exchange under the trading
symbol "GEN" and similar information can be inspected and copied at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" information that we file
with them, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934:
- Our Annual Report on Form 10-K for the fiscal year ended January 1, 2000
(as amended June 26, 2000)
- Our Quarterly Report on Form 10-Q for the fiscal quarter ended April 1,
2000
- Our Quarterly Report on Form 10-Q for the fiscal quarter ended July 1,
2000.
- Current Report on Form 8-K filed with the SEC on April 4, 2000
- Current Report on Form 8-K filed with the SEC on April 27, 2000
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You may request a copy of any and all of these filings and documents at no
cost, by writing or telephoning us at the following address:
GenRad, Inc.
Attention: Corporate Relations--Scott Sewall
7 Technology Park Drive
Westford, Massachusetts 01886-0033
(978) 589-7000
THE COMPANY
GenRad supplies integrated hardware and software solutions for
manufacturing, testing and servicing microprocessors and other electronic
devices and components. We operate primarily in the United States, western
Europe and southeast Asia. GenRad offers products and services in three core
business areas: Electronic Manufacturing Systems, Advanced Diagnostic Solutions
and GR Software.
The Company was incorporated in 1915 in the Commonwealth of Massachusetts.
All references to "GenRad," "we," or "us" are to GenRad, Inc. The Company has
its executive offices at 7 Technology Park Drive, Westford, Massachusetts
01886-0033, Telephone: (978) 589-7000.
USE OF PROCEEDS
We are not selling the shares of GenRad common stock offered by the Selling
Stockholder. We will not receive any proceeds from the sale of the common stock
by the Selling Stockholder.
SELLING STOCKHOLDER
The following table sets forth the name of the Selling Stockholder and the
total number of shares of GenRad common stock registered by this registration
statement that he may sell. We issued and sold to the Selling Stockholder on
December 22, 1999, a total of 114,074 shares of GenRad common stock in
connection with GenRad's acquisition of his company. This number of shares
includes 13,689 shares of GenRad common stock which are held in escrow for the
benefit of the Selling Stockholder and which may be released to him on or after
December 22, 2000. The Selling Stockholder is an employee of GenRad, Ltd., a
subsidiary of GenRad. The following table sets forth certain information with
respect to the Selling Stockholder as of December 27, 1999. If required, we will
file a supplement to this prospectus to describe any material changes in the
terms of the offering.
Because the Selling Stockholder may offer all or only some of the shares, we
cannot determine the number of shares of common stock that the Selling
Stockholder will own after completion of this offering. See "Plan of
Distribution." In addition, the purchase agreement we signed with the Selling
Stockholder restricts him from selling more than 50,000 of the shares in any
week during the first ten weeks following the effectiveness of this registration
statement.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES SHARES
BENEFICIALLY THAT MAY
NAME OWNED(1)(2) BE OFFERED(2)
---- ------------ -------------
<S> <C> <C>
Peter Coombes(2).................................... 114,074 114,074
</TABLE>
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(1) To our knowledge, the Selling Stockholder owns less than one percent of the
number of outstanding shares of GenRad common stock.
(2) Includes 13,689 shares of GenRad common stock, some or all of which may be
offered from time to time by the Selling Stockholder to the extent that any
of these additional shares are released from escrow to the Selling
Stockholder. The escrow agreement was established in connection with our
acquisition of the Selling Stockholder's company. Any such release is
currently scheduled to occur on or after December 22, 2000.
(3) The Selling Stockholder is an employee of GenRad, Ltd., a wholly owned
indirect subsidiary of GenRad.
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PLAN OF DISTRIBUTION
The Selling Stockholder may sell all or a portion of the shares of common
stock from time to time 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. The Selling Stockholder may offer his shares of common stock in one
or more of the following transactions:
- on any exchange on which the shares are listed, on terms determined at the
time of sale;
- in private sales directly or through one or more brokers; and/or
- beneficially through underwriters, dealers or agents, who may receive
compensation in the form of underwriting discounts, commissions or
concessions from the Selling Stockholder and/or the purchasers of the
shares of GenRad common stock for whom they may act as agent.
The Selling Stockholder and any broker-dealers, agents or underwriters that
participate with the Selling Stockholder in the distribution of the shares of
common stock may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933. Any profit on the resale of the shares of common stock
and any compensation received by any underwriter, broker/dealer or agent may be
deemed to be underwriting commissions or discounts under the Securities Act of
1933.
The aggregate proceeds to the Selling Stockholder from the sale of his
shares of common stock will be the purchase price of the shares less discounts
and commissions, if any. In any week during the first ten weeks following the
effectiveness of this registration statement, the Selling Stockholder may not
sell more than 50,000 of his shares.
The outstanding common stock of GenRad is listed for trading on the NYSE.
To comply with the securities laws of certain states, if applicable, the
shares of common stock will be sold only through registered or licensed brokers
or dealers. In addition, in certain states the shares of common stock may not be
sold unless they have been registered or qualified for sale or exemption from
the registration or qualification is available.
We will pay all expenses of this registration, other than selling
commissions and fees.
DESCRIPTION OF CAPITAL STOCK
GenRad has authorized capital stock consisting of 60,000,000 shares of
common stock, par value $1.00 per share. As of August 15, 2000, 29,981,725
shares were outstanding. GenRad 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
GenRad available for distribution to the holders of common stock upon
liquidation. All of the outstanding shares of common stock are, and the shares
of common stock to be sold in connection with this offering will be, fully paid
and nonassessable. The payment of dividends on, and the redemption, retirement,
purchase or other acquisition of, common stock by GenRad is currently prohibited
by GenRad's financing agreements.
BankBoston, N.A. serves as transfer agent for the common stock.
In accordance with the Massachusetts Business Corporation Law, GenRad's
Board of Directors is divided into three classes with staggered three-year
terms. We believe that a classified Board of Directors helps to assure the
continuity and stability of the Board of Directors and our business strategies
and policies as determined by the Board of Directors, since a majority of the
directors at any
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given time will have had prior experience as directors. We believe that this
continuity and stability, in turn, will permit our Board of Directors to
represent more effectively the interests of our stockholders.
Because we have a classified Board of Directors, at least two annual
meetings of stockholders, instead of one, generally will be required to change
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 prevent a rapid change in control of the Board of Directors. The
classification provision may also discourage a third party from making a tender
offer or from otherwise attempting to obtain control of GenRad. Under
Massachusetts law, a director on a classified board may be removed by the
stockholders of the corporation only for cause.
GenRad has elected not to be subject to the 1987 Massachusetts Control Share
Acquisition Act.
LEGAL MATTERS
The validity of the shares of the common stock will be passed upon for us by
Nutter, McClennen & Fish, LLP, Boston, Massachusetts, our legal counsel.
EXPERTS
The financial statements as of and for the year ended January 1, 2000
incorporated in this prospectus by reference to the Annual Report on Form 10-K
for the year ended January 1, 2000, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
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