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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 20, 1996
GENRAD, INC.
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(Exact name of registrant as specified in its charter)
Massachusetts 1-8045 04-1360950
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(State of incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
300 Baker Avenue, Concord, MA 01742-2174
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 287-7000
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N/A
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On June 20, 1996, GenRad, Inc. ("GenRad") acquired Mitron Corporation, an
Oregon corporation ("Mitron"), by means of the merger of GenRad Acquisition
Corporation ("GAC"), a wholly-owned subsidiary of GenRad with and into Mitron
pursuant to the terms of an Agreement and Plan of Merger dated June 5, 1996
among GenRad, Mitron, GAC and certain Mitron stockholders (the "Merger
Agreement") in a tax-free, stock-for-stock transaction (the "Merger"). Under the
terms of the Merger Agreement and pursuant to the provisions of Articles of
Merger filed with the Secretary of State of the State of Oregon, each
outstanding share of Mitron common stock has been converted into 0.1856 shares
of GenRad common stock, par value $1.00 per share (the "GenRad Common Stock")
and each outstanding Mitron employee option to purchase one share of Mitron
common stock has been converted into an option to purchase 0.1856 shares of
GenRad Common Stock. In connection with the Merger, GenRad issued 1,196,146
shares of GenRad Common Stock, and options to purchase an additional 107,467
shares of GenRad Common Stock. No fractional shares of GenRad Common Stock were
issued by GenRad in the Merger. Each former Mitron stockholder otherwise
entitled to a fractional share of GenRad Common Stock has received cash in the
amount of the fraction of a share multiplied by $16.306. In lieu of the issuance
of fractional shares, Gen Rad paid a total of $284.19 to Mitron stockholders in
connection with the Merger. The Merger is being treated as a pooling of
interests for financial reporting purposes.
GenRad intends to file a registration statement on Form S-3 with the
Securities and Exchange Commission covering the shares of GenRad Common Stock
issued in the Merger.
The terms of the Merger were determined by negotiations between officers of
GenRad and officers and certain stockholders of Mitron. In negotiating these
terms, GenRad considered a number of factors, including the nature of the
business of Mitron, the feasibility of integrating this business with GenRad's
operations.
The principal business activities of Mitron have been the development and
sale of manufacturing information systems for electronics and printed circuit
board assembly operations. GenRad intends to continue these activities. The
assets of Mitron consist primarily of accounts receivable, equipment and
proprietary technology.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
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(c) EXHIBITS.
Exhibit No. Description
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2 Agreement and Plan of Merger dated June 5, 1996 among
GenRad, Inc., Mitron Corporation, GenRad Acquisition
Corporation and certain stockholders of Mitron
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
GENRAD, INC.
By: /s/ Daniel Harrington
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Daniel Harrington
Chief Financial Officer
Date: June 20, 1996
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