This document contains 11 pages. The exhibit index is located on page 4.
As filed with the Securities and Exchange Commission on September 25, 1998
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENRAD, INC.
(Exact name of issuer as specified in its charter)
Massachusetts 04-1360950
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
7 Technology Park Drive, Westford, Massachusetts 01886-0003
(Address of principal executive offices)
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1991 EQUITY INCENTIVE PLAN
1991 DIRECTORS' STOCK OPTION PLAN
1994 DIRECTOR RESTRICTED STOCK PLAN
(Full title of plans)
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James F. Lyons Copy to:
GenRad, Inc. Constantine Alexander, Esq.
7 Technology Park Drive Nutter, McClennen & Fish, LLP
Westford, MA 01886-0003 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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Title of each class of Proposed maximum Proposed maximum Amount of
securities to be registered Amount being registered (1) offering price per share aggregate offering price registration fee
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Common Stock,
$1.00 par value per share 2,500,000 Shares $16.49(2) $41,225,000(2) $12,161.38
50,000 Shares $12.96(3) $ 648,000(3) $ 191.16
50,000 Shares $13.88(4) $ 694,000(4) $ 204.73
Total $12,557.27
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(1) This Registration Statement covers 2,600,000 shares of Common Stock which
may be issued under the Registrant's 1991 Equity Incentive Plan, 1991
Directors' Stock Option Plan, or its 1994 Director Restricted Stock Plan.
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 the weighted average of (i) 1,537,616 shares
underlying awards made under the 1991 Equity Incentive Plan (the "1991
Plan") having a per share exercise price of $16.50, (ii) 10,000 shares
underlying awards made under the 1991 Plan having a per share exercise
price of $25.00, (iii) 5,000 shares underlying awards made under the 1991
Plan having a per share exercise price of $25.75, (iv) 122,074 shares
underlying awards made under the 1991 Plan having a per share exercise
price of $14.375, (v) 279,250 shares underlying awards made under the 1991
Plan having a per share exercise price of $15.00, (vi) 20,000 shares
underlying awards made under the 1991 Plan having a per share exercise
price of $23.438, (vii) 100,000 shares underlying awards made under the
1991 Plan having a per share exercise price of $30.00, (viii) 24,000 shares
underlying awards made under the 1991 Plan having a per share exercise
price of $19.813, and (ix) 402,060 shares underlying awards under the 1991
Plan to be made at an assumed per share exercise price of $13.88,
representing the average of the high and low prices per share of the Common
Stock as reported on the New York Stock Exchange on September 21, 1998.
(3) Calculated pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended, based upon the weighted average of (i) 13,500 shares
underlying awards made under the 1994 Director Restricted Stock Plan having
a per share price of $10.50 and (ii) 36,500 shares underlying awards under
such plan to be made at an assumed per share price of $13.88, representing
the average of the high and low prices per share of the Common Stock as
reported on the New York Stock Exchange on September 21, 1998.
(4) Calculated pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended, based upon 50,000 shares underlying awards made under the
1991 Directors' Stock Option Plan at an assumed per share exercise price
representing the average of the high and low prices per share of the Common
Stock as reported on the New York Stock Exchange on September 21, 1998.
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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 and 333-05235), 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. 33-42789 and
33-60153), relating to the Registrant's 1991 Directors' Stock Option 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 Statement on Form S-8 (File No. 33-53867), relating to
the Registrant's 1994 Director Restricted Stock Plan, are incorporated by
reference in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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See the Exhibit Index immediately preceding the exhibits attached hereto.
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SIGNATURES
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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 25th day of September
1998.
GenRad, Inc.
By: /s/ Paul Pronsky, Jr.
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Paul Pronsky, Jr.
Vice President and Chief Financial Officer
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.
Signatures Title Date
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Chairman of the Board, President, September 25, 1998
/s/ James F. Lyons Chief Executive Officer
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James F. Lyons
Vice President, Chief Financial Officer, September 25, 1998
/s/ Paul Pronsky, Jr. and Principal Accounting Officer
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Paul Pronsky, Jr.
/s/ William S. Antle, III Director September 25, 1998
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William S. Antle, III
/s/ Russell A. Gullotti Director September 25, 1998
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Russell A. Gullotti
/s/ Lowell B. Hawkinson Director September 25, 1998
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Lowell B. Hawkinson
/s/ Richard G. Rogers Director September 25, 1998
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Richard G. Rogers
/s/ William G. Sheerer Director September 25, 1998
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William G. Sheerer
/s/ Adriana Stadecker
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Adriana Stadecker Director September 25, 1998
/s/ Ed Zschau
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Ed Zschau Director September 25, 1998
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EXHIBIT INDEX
Exhibit No. Title
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Exhibit 4.1 1994 Director Restricted Stock Plan
Exhibit 4.2 1991 Equity Incentive Plan (incorporated by
reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8 (File
No. 333-05235), filed June 5, 1996)
Exhibit 4.3 1991 Directors' Stock Option Plan
(incorporated by reference to Appendix A
to the Registrant's Proxy Statement
filed April 7, 1995)
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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