As filed with the Securities and Exchange Commission on December 28, 1999.
Registration No. _________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENRAD, INC.
(Exact name of registrant as specified in charter)
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MASSACHUSETTS 04-1360950
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7 TECHNOLOGY PARK DRIVE
WESTFORD, MASSACHUSETTS 01886-0033
(978) 589-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
WALTER SHEPHARD COPIES TO:
VICE PRESIDENT AND CHIEF CONSTANTINE ALEXANDER, ESQ.
FINANCIAL OFFICER NUTTER, MCCLENNEN & FISH, LLP
GENRAD, INC. ONE INTERNATIONAL PLACE
7 TECHNOLOGY PARK DRIVE BOSTON, MA 02110-2699
WESTFORD, MA 01886-0033 (617) 439-2000
(978) 589-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time
after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
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Shares of Common
Stock, $1.00 par value 114,074 $16.7187 $1,907,168.98 $503.49
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(1) Determined pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, based upon the average of the high and low prices per share of
Common Stock reported on the New York Stock Exchange on December 22, 1999.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
PROSPECTUS
114,074 Shares
GENRAD, INC.
Common Stock
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 December 22,
1999, the closing price reported for the common stock on the NYSE was $16.6875.
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 December 28, 1999.
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION AND REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY GENRAD. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE
SECURITIES DESCRIBED HEREIN BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING THE OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. UNDER NO CIRCUMSTANCES SHALL THE DELIVERY OF
THIS PROSPECTUS OR ANY SALE MADE PURSUANT TO THIS PROSPECTUS CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
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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, N.W., 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
supercede this information. We incorporate by reference the documents listed
below and any future filings we will 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 2,
1999 (as amended November 23, 1999)
- Our Quarterly Report on Form 10-Q for the fiscal quarter ended April
3, 1999
- Our Quarterly Report on Form 10-Q for the fiscal quarter ended July 3,
1999
- Our Quarterly Report on Form 10-Q for the fiscal quarter ended October
2, 1999
- Current Report on Form 8-K filed with the SEC on June 22, 1998 (as
amended on July 10, 1998 and April 16, 1999)
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 - Nancy Miller
7 Technology Park Drive
Westford, Massachusetts 01886-0033
(978) 589-7000
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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.
GenRad 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
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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.
Number of Number of
Shares Shares
Beneficially That May
Name Owned(1)(2) Be Offered(2)
- ---- ------------ -------------
Peter Coombes (2) 114,074 114,074
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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.
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:
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- 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 December 21, 1999, 29,755,424
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
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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 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 2, 1999
incorporated in this prospectus by reference to the Annual Report on Form 10-K
for the year ended January 2, 1999, 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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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the offering to which this registration
statement relates, other than commissions, are to be borne by GenRad and are
estimated as follows:
Securities and Exchange Commission
Registration Fee ..................................................................................$503.49
Accounting Fees .................................................................................$3,000.00
Legal Fees......................................................................................$55,000.00
Printing Expenses................................................................................. $100.00
Miscellaneous Expense............................................................................$5,000.00
Total...........................................................................................$63,603.49
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
GenRad'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 GenRad 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
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not entitled to indemnification under this section which 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."
GenRad 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 GenRad to the
fullest extent permissible under the laws of the Commonwealth of Massachusetts.
GenRad has agreed to indemnify the Selling Stockholder against certain
liabilities under the Securities Act in connection with this registration
statement.
ITEM 16. LIST OF EXHIBITS.
Exhibit No.
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* 2 Share Purchase Agreement by and between GenRad, Inc. and Peter
Coombes dated December 22, 1999
* 5 Opinion of Nutter, McClennen & Fish, LLP
* 23.1 Consent of PricewaterhouseCoopers LLP
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* 23.2 Consent of Nutter, McClennen & Fish, LLP (included in Exhibit 5)
* 24.1 Power of Attorney (contained on Page II-5)
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* Filed herewith.
ITEM 17. UNDERTAKINGS.
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 foregoing provisions, 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 against 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 Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement.
(iii) 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.
(2) 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
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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;
(3) 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; and
(4) 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 Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Westford, Massachusetts, on this 28th day of December, 1999
GENRAD, INC.
By: /s/ Walter A. Shephard
--------------------------------
Walter A. Shephard
Vice President and Chief Financial Officer
Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints Walter Shephard, Craig Campbell and Constantine
Alexander, and each of them, with full power to act without the other, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her 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-3 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 or she might or could do in person, thereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Walter A. Shephard December 28, 1999
- --------------------------------------
Walter A. Shephard
Vice President and Chief Financial Officer
(Principal Financial Officer)
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/s/ Craig Campbell December 28, 1999
- --------------------------------------
Craig Campbell
Director of Corporate Accounting
(Principal Accounting Officer)
/s/ James F. Lyons December 28, 1999
- --------------------------------------
James F. Lyons
President and Chief Executive Officer, Director
/s/ William S. Antle III December 28, 1999
- --------------------------------------
William S. Antle III
Director
/s/ Russell A. Gullotti December 28, 1999
- --------------------------------------
Russell A. Gullotti
Director
/s/ Lowell B. Hawkinson December 28, 1999
- --------------------------------------
Lowell B. Hawkinson
Director
/s/ William G. Scheerer December 28, 1999
- --------------------------------------
William G. Scheerer
Director
/s/ Adriana Stadecker December 28, 1999
- --------------------------------------
Adriana Stadecker
Director
/s/Ed Zschau December 28, 1999
- --------------------------------------
Ed Zschau
Director
II-6