As filed with the Securities and Exchange Commission on December 16, 1998.
Registration No. 333-_____
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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.
(Exact name of issuer as specified in its charter)
Massachusetts 04-1360950
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(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
7 Technology Park Drive, Westford, MA 01886
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(Address of principal executive offices)
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GENRAD CHOICE INVESTMENT PLAN
(Full title of plan)
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Copy to:
James F. Lyons Constantine Alexander, Esq.
President and Chief Executive Officer Nutter, McClennen & Fish, LLP
GenRad, Inc. One International Place
7 Technology Park Drive Boston, Massachusetts 02110-2699
Westford, MA 01886 (617) 439-2000
(978) 589-7000
(Name, address and telephone
number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of each class of securities to Amount being registered maximum offering Proposed maximum Amount of
be registered (1) price per share aggregate offering price registration fee
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Common Stock, 500,000 Shares $16.78(2) $8,390,000(2) $2,332.42(2)
$1.00 par value per share
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(1) This Registration Statement covers 500,000 shares of Common Stock that
may be purchased for participants' accounts in accordance with the
GenRad Choice Investment Plan (the "Plan"). Pursuant to Rule 416(b)
under the Securities Act of 1933, as amended (the "Securities Act"),
this Registration Statement also covers an indeterminate number of
additional shares of Common Stock which may be purchased in accordance
with said Plan as a result of a stock dividend, stock split or other
recapitalization. In addition, pursuant to Rule 416(c) under the
Securities Act, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Plan.
(2) Calculated based on the average of the high and low prices per share of
the Common Stock as reported on the New York Stock Exchange on December
14, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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GenRad, Inc. (the "Company") and the Plan hereby incorporate by
reference in this Registration Statement the following documents and information
heretofore filed with the Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 3, 1998 and the Plan's Annual Report on Form 11-K for the Plan's fiscal
year ended December 31, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended April 4, July 4 and October 3, 1998, and its Current Report on
Form 8-K dated June 22, 1998, as amended on July 10, 1998; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-3 (File No. 333-57251).
All documents subsequently filed by the Company and the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of any post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that any other subsequently-filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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The Company'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.
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Section 67 of Chapter 156B of the Massachusetts General Laws, which is
applicable to the Company 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 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."
The Company 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 the
Company to the fullest extent permissible under the laws of the Commonwealth of
Massachusetts.
Item 7. Exemption from Registration.
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Not applicable.
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Item 8. Exhibits.
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See the exhibit index immediately preceding the exhibits attached
hereto. The registrant has submitted the Plan and all amendments thereto to the
Internal Revenue Service (the "IRS") in a timely manner, and has made (and
hereby undertakes to make) all changes required by the IRS in order to qualify
the Plan (or keep the Plan qualified) under Section 401 of the Internal Revenue
Code.
Item 9. Undertakings.
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(a) 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 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 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.
(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 Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) 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.
(b) 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 provisions of the Delaware General
Corporation Law and the registrant's Certificate of Incorporation and By-laws,
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 by 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 Act,
and will be governed by the final adjudication of such issue.
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SIGNATURES
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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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Westford, Massachusetts, on the 16th day of December, 1998.
GENRAD, INC.
By: /s/ James F. Lyons
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James F. Lyons
President and Chief Executive 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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/s/ James F. Lyons President, Chief Executive Officer December 16, 1998
- ---------------------- and Director
James F. Lyons
/s/ Walter A. Shephard Chief Financial Officer and December 16, 1998
- ----------------------- Principal Accounting Officer
Walter A. Shephard
/s/ William S. Antle Director December 16, 1998
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William S. Antle
/s/ Russell A. Gullotti Director December 16, 1998
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Russell A. Gullotti
/s/ Lowell B. Hawkinson Director December 16, 1998
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Lowell B. Hawkinson
/s/ Richard G. Rogers Director December 16, 1998
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Richard G. Rogers
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Signatures Title Date
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/s/ William G. Scheerer Director December 16, 1998
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William G. Scheerer
/s/ Adriana Stadecker Director December 16, 1998
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Adriana Stadecker
/s/ Ed Zschau Director December 16, 1998
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Ed Zschau
Pursuant to the requirements of the Securities Act of 1933, the administrator of
the GenRad Choice Investment Plan has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Westford, Commonwealth of Massachusetts, on December 16, 1998.
GENRAD CHOICE INVESTMENT PLAN
By: GenRad, Inc.
By: /s/ Walter A. Shephard
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Name: Walter A. Shephard
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Title: VP & CFO
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EXHIBIT INDEX
Exhibit No. Title Page
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4.1 GenRad Choice Investment Plan 8
5 Opinion of Nutter, McClennen & Fish, LLP 64
23.1 Consent of Nutter, McClennen & Fish, LLP Contained in
Exhibit 5
23.2 Consent of PricewaterhouseCoopers LLP 66
23.3 Consent of PricewaterhouseCoopers LLP 67
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