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As filed with the Securities and Exchange Commission on January 25, 1994
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GenRad, Inc.
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(Exact name of registrant as specified in its charter)
Massachusetts 04-1360950
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(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
300 Baker Avenue, Concord, Massachusetts 01742
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(Address of Principal Executive Offices) (Zip Code)
1991 EQUITY INCENTIVE PLAN
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(Full title of the plan)
David E. Redlick, Esq.
Hale and Dorr
60 State Street
Boston, Massachusetts 02109
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(Name and address of agent for service)
(617) 526-6000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Title Offering Aggregate Regi-
of Securities Amount to be Price Per Offering stration
to be Registered Registered Share (1) Price (1) Fee (1)
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Common Stock, 1,500,000
$1.00 par value shares $6.50 $9,750,000 $3,362
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933, based on
the average of the reported high and low sale prices of the registrant's
Common Stock on the New York Stock Exchange on January 20, 1994.
Page _1_ of _8_ Pages
Exhibit Index on Page 5
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Statement of Incorporation by Reference
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This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 33-42789, relating
to the registrant's 1991 Equity Incentive Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, 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 Concord, Massachusetts, on the 24th day of
January, 1994.
GENRAD, INC.
By: SIGNATURE
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James F. Lyons
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of GenRad, Inc., hereby
severally constitute and appoint James F. Lyons and David E. Redlick, and each
of them singly, our true and lawful attorneys with full power to them, and each
of them singly, to sign for us and in our names, in the capacities indicated
below, the Registration Statement filed herewith, and any and all amendments to
said registration statement and generally to do all such things in our names
and on our behalf and in our capacities as officers and directors to enable
GenRad, Inc. to comply with the Securities Act of 1933, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.
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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 in
the capacities and on the date indicated.
Signature Title Date
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SIGNATURE
________________________ Principal Executive Officer, January 24, 1994
James F. Lyons President and Director
SIGNATURE
________________________ Principal Financial Officer January 21, 1994
Robert C. Aldworth
SIGNATURE
________________________ Principal Accounting Officer January 21, 1994
Robert C. Aldworth
________________________ Director
Robert E. Anderson
________________________ Director
Edwin M. Martin, Jr.
SIGNATURE
________________________ Director January 18, 1994
Paul Penfield, Jr.
________________________ Director
William G. Scheerer
SIGNATURE
________________________ Director January 17, 1994
Wilson Wilde
SIGNATURE
________________________ Director January 18, 1994
James H. Wright
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EXHIBIT INDEX
Exhibit
Number Exhibit Page
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4.1 Articles of Organization of the
Registrant (incorporated herein
by reference to Exhibit 3.1 to the
Registrant's report on Form 10-K for
the year ended January 2, 1988).
4.2 By-Laws of the Registrant (incorporated
herein by reference to Exhibit 3.2 to
the Registrant's report on Form 10-K
for the year ended December 29, 1990).
4.3 Rights Agreement dated as of June 17, 1988
between the Registrant and The First
National Bank of Boston (incorporated
herein by reference to Exhibit 4.2 to
the Registrant's report on Form 10-K for
the year ended December 31, 1988).
5.1 Opinion of Hale and Dorr. 6
23.1 Consent of Hale and Dorr (included in 6
Exhibit 5.1).
23.2 Consent of Arthur Andersen & Co. 8
24.1 Power of Attorney (See page 3-4 of this
Registration Statement).
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