-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vd8uPUKw4II2RfYBf4E1t3rLRopXwTI41w375NxztQzdkq3lCsaww5d2yGL09fB4 yOmKnuf22mDSvQUI/oqLBg== 0000030841-96-000006.txt : 19960312 0000030841-96-000006.hdr.sgml : 19960312 ACCESSION NUMBER: 0000030841-96-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960311 EFFECTIVENESS DATE: 19960330 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNATECH CORP CENTRAL INDEX KEY: 0000030841 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 042258582 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01639 FILM NUMBER: 96533631 BUSINESS ADDRESS: STREET 1: 3 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803-5087 BUSINESS PHONE: 6172726100 MAIL ADDRESS: STREET 1: 3 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803-5087 S-8 1 DYNATECH CORPORATION FORM S-8 As filed with the Securities and Exchange Commission on March 11, 1996 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Dynatech Corporation (Exact name of registrant as specified in its charter) Massachusetts 04-2258582 (State or other (I.R.S. Employer jurisdiction of incorporation) Identification No.) 3 New England Executive Park Burlington, Massachusetts 01803-5087 (Address of Principal Executive Offices) (Zip Code) DYNATECH CORPORATION 1994 STOCK OPTION AND INCENTIVE PLAN (Full title of the plan) John F. Reno President and Chief Executive Officer Dynatech Corporation 3 New England Executive Park Burlington, Massachusetts 01803-5087 (Name and address of agent for service) (617) 272-6100 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Maximum Amount Title Offering Aggregate of Regi- of Securities Amount to be Price Per Offering stration to be Registered Registered Share(1) Price(1) Fee(1) - --------------------------------------------------------------------- Common Stock, 1,900,000 $25.38 $48,222,000 $16,629 $.20 par value shares - --------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and based on the average of the reported high and low sale prices of the Registrant's Common Stock on the Nasdaq National Market System on March 4, 1996.
STATEMENT OF INCORPORATION BY REFERENCE This Registration Statement on Form S-8 (the "Registration Statement") incorporates by reference the contents of the Registration Statement on Form S-8, File No. 33-57495, filed by Dynatech Corporation, a Massachusetts corporation (the "Company"), with the Securities and Exchange Commission on January 30, 1995, relating to the Dynatech Corporation 1994 Stock Option and Incentive Plan. SIGNATURES 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 the City of Boston, Commonwealth of Massachusetts, on January 26, 1996. DYNATECH CORPORATION By:JOHN F. RENO President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Dynatech Corporation hereby severally constitute John F. Reno, Robert H. Hertz and Peter B. Tarr, 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 in our capacities as officers and directors to enable Dynatech Corporation to comply with the provisions of 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. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated. SIGNATURES CAPACITY DATE ---------- -------- ---- RICHARD K. LOCHRIDGE Chairman of the Board January 26, 1996 and Director JOHN F. RENO President, Chief Executive January 26, 1996 Officer and Director ROBERT H. HERTZ Chief Financial Officer and January 26, 1996 Treasurer (Principal Financial and Accounting Officer) RONALD L. BITTNER Director January 26, 1996 WILLIAM R. COOK Director January 26, 1996 O. GENE GABBARD Director January 26, 1996 JAMES B. HANGSTEFER Director January 26, 1996 L. DENNIS KOZLOWSKI Director January 26, 1996 ROBERT G. PAUL Director January 26, 1996 PETER VAN CUYLENBURG Director January 26, 1996 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT PAGE 4.1 Amendment to Dynatech Corporation 1994 Stock Option and Incentive Plan. 4.2 Specimen certificate representing the Common -- Stock of the Company - filed as Exhibit 4.1 to the Registration Statement of Form S-8, SEC File No. 33-19280 and incorporated herein by reference. 5.1 Opinion of Hale and Dorr. 23.1 Consent of Hale and Dorr (included in -- Exhibit 5.1). 23.2 Consent of Coopers & Lybrand, L.L.P. 24.1 Power of Attorney (included in the signature -- pages of this Registration Statement). EX-4 2 AMENDMENT TO 1994 STOCK OPTION & INCENTIVE PLAN DYNATECH CORPORATION AMENDMENT TO 1994 STOCK OPTION AND INCENTIVE PLAN SECTION 3(A) AS AMENDED AND RESTATED (a) Shares Issuable. The aggregate maximum number of shares of Stock reserved and available for issuance under the Plan shall be 2,350,000.(1) For purposes of this limitation, the shares of Stock underlying any Awards which are forfeited, cancelled, reaquired by the Company, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan so long as the participants to whom such Awards had been previously granted received no benefits of ownership of the underlying shares of Stock to which the Award related. Subject to such overall limitation, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that (i) no more than 100,000 Stock Options may be granted to any one individual participant during any one-year period, (ii) no more than 90,000 shares of Restricted Stock and Unrestricted Stock may be granted under the Plan, and (iii) no more than 20,000 shares of Restricted Stock and Unrestricted Stock may be granted to any one individual participant. Shares issued under the Plan may be authorized but unissued shares or shares reacquired by the Company. - -------- (1) Including unused shares previously reserved under 1992 Stock Option Plan. EX-5 3 OPINION OF HALE AND DORR HALE AND DORR 60 State Street Boston, MA 02109 March 7, 1996 Dynatech Corporation 3 New England Executive Park Burlington, MA 01803-5087 Re: Dynatech Corporation 1994 STOCK OPTION AND INCENTIVE PLAN Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to 1,900,000 shares of Common Stock, $.20 par value per share (the "Shares"), of Dynatech Corporation, a Delaware corporation (the "Company"), issuable under the Dynatech Corporation 1994 Stock Option and Incentive Plan (the "Plan"). We have examined the Restated Certificate of Incorporation of the Company and the By-Laws of the Company, each as amended to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based on the foregoing, we are of the opinion that the Company has duly authorized for issuance the shares of its Common Stock covered by the Registration Statement to be issued under the Plan, as described in the Registration Statement, and such shares, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable. EX-23 4 CONSENT OF HALE AND DORR We hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the Registration Statement. Very truly yours, HALE AND DORR EX-23 5 CONSENT OF COOPERS & LYBRAND, L.L.P. CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Dynatech Corporation on Form S-8 of our report dated May 15, 1995, on our audits of the consolidated financial statements of Dynatech Corporation as of March 31, 1995 and 1994, and for each of the three years in the period ended March 31, 1995, which report is included in the Annual Report on Form 10-K of Dynatech Corporation for its fiscal year ended March 31, 1995. COOPERS & LYBRAND L.L.P. Boston, Massachusetts March 6, 1996 -----END PRIVACY-ENHANCED MESSAGE-----