This document contains 18 pages. The exhibit index is located on page 4.
As filed with the Securities and Exchange Commission on September 16, 1999
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 01886-0033
(Address of principal executive offices)
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1991 EQUITY INCENTIVE PLAN
(Full title of plan)
JAMES F. LYONS Copy to:
GENRAD, INC. CONSTANTINE ALEXANDER, ESQ.
7 TECHNOLOGY PARK DRIVE NUTTER, MCCLENNEN & FISH, LLP
WESTFORD, MA 01886-0033 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
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
Common Stock,
$1.00 par value per share 500,000 Shares $17.94(2) $8,970,000.00(2) $2,493.66(2)
(1) This Registration Statement covers 500,000 shares of Common Stock which
may be issued under the Registrant's 1991 Equity Incentive Plan. In
addition, this Registration Statement also covers an indeterminate number
of additional shares of Common Stock which may be issued under said Plan
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 500,000 shares underlying awards to be made
under the 1991 Equity Incentive Plan at an assumed per share exercise
price of $17.94, 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 15, 1999.
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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, 333-05235 and 333-64329), relating to the Registrant's 1991 Equity
Incentive Plan, are incorporated by reference in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
See the Exhibit Index immediately preceding the exhibits attached hereto.
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SIGNATURES
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 16th day of
September 1999.
GenRad, Inc.
By: /s/ Walter A. Shephard
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Walter A. Shephard
Vice President, Chief Financial Officer
and Clerk
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 Chairman of the Board, President September 16, 1999
- --------------------- and Chief Executive Officer
James F. Lyons
/s/ Walter A. Shephard Vice President, Chief Financial September 16, 1999
- ---------------------- Officer and Clerk
Walter A. Shephard
/s/ Craig C. Campbell Director of Corporate Accounting September 16, 1999
- --------------------- and Principal Accounting Officer
Craig C. Campbell
/s/ William S. Antle, III Director September 16, 1999
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William S. Antle, III
/s/ Russell A. Gullotti Director September 16, 1999
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Russell A. Gullotti
/s/ Lowell B. Hawkinson Director September 16, 1999
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Lowell B. Hawkinson
/s/ William G. Sheerer Director September 16, 1999
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William G. Sheerer
/s/ Adrianna Stadecker Director September 16, 1999
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Adriana Stadecker
/s/ Ed Zschau Director September 16, 1999
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Ed Zschau
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EXHIBIT INDEX
EXHIBIT NO. TITLE
Exhibit 4 1991 Equity Incentive Plan, as amended through
May 13, 1999
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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