-----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, AeoedNOgY9QjDeXMEfIWHKCAKppDoFxuKolOCoSOaaimrwCy1tQv3FhZbyX7X/7g 7hBucyBusTIfTUuLKwEvKQ== /in/edgar/work/20000601/0000912057-00-027028/0000912057-00-027028.txt : 20000919 0000912057-00-027028.hdr.sgml : 20000919 ACCESSION NUMBER: 0000912057-00-027028 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000601 EFFECTIVENESS DATE: 20000601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENRAD INC CENTRAL INDEX KEY: 0000040972 STANDARD INDUSTRIAL CLASSIFICATION: [3825 ] IRS NUMBER: 041360950 STATE OF INCORPORATION: MA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38296 FILM NUMBER: 647700 BUSINESS ADDRESS: STREET 1: 7 TECHNOLOGY PARK DR CITY: WESTFORD STATE: MA ZIP: 01886-0033 BUSINESS PHONE: 9785897000 MAIL ADDRESS: STREET 1: 7 TECHNOLOGY PARK DRIVE CITY: WESTFORD STATE: MA ZIP: 01886-0033 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL RADIO CO DATE OF NAME CHANGE: 19760210 S-8 1 s-8.txt S-8 THIS DOCUMENT CONTAINS 15 PAGES. THE EXHIBIT INDEX IS LOCATED ON PAGE 6. AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 2000 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 of incorporation or organization) identification no.)
7 TECHNOLOGY PARK DRIVE, WESTFORD, MASSACHUSETTS 01886-0033 (Address of principal executive offices) ------------------------ NON-STATUTORY STOCK OPTION AGREEMENT BY AND BETWEEN ROBERT M. DUTKOWSKY AND GENRAD, INC. (Full title of plan) ROBERT M. DUTKOWSKY 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)
------------------------ CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT BEING OFFERING PRICE PER AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED (1) SHARE OFFERING PRICE FEE Common Stock, $1.00 par value per share... 500,000 Shares $7.375(2) $3,687,500.00(2) $973.50(2)
(1) This Registration Statement covers 500,000 shares of Common Stock which may be issued to Mr. Robert M. Dutkowsky pursuant to that certain Non-Statutory Stock Option Agreement by and between Mr. Dutkowsky and the Company dated April 24, 2000. 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 Rule 457(h) under the Securities Act of 1933 based on an exercise price per share of $7.375 representing the closing price per share of the Common Stock as reported on the New York Stock Exchange on April 24, 2000. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. GenRad, Inc. (the "Company") hereby incorporates 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 1, 2000; (b) The Company's Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2000, and its Current Reports on Form 8-K dated April 4 and April 27, 2000; and (c) The description of the Company's Common Stock contained in the Company's Registration Statement on Form S-3 (File No. 333-93701). All documents subsequently filed by the Company 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. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. 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. 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 -2- 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. Not applicable. ITEM 8. EXHIBITS. See the exhibit index immediately preceding the exhibits attached hereto. ITEM 9. UNDERTAKINGS. (1) The undersigned registrant hereby undertakes: (a) 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. (b) 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. (c) 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. (2) 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. -3- (3) 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. -4- 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 1st day of June 2000. GENRAD, INC. By: /s/ WALTER A. SHEPHARD ----------------------------------------- Walter A. Shephard Vice President, Chief Financial Officer and Clerk
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below on this Registration Statement hereby constitutes and appoints Robert M. Dutkowsky and Walter A. Shephard, and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to sign any and all amendments (including post-effective amendments and amendments thereto) to this Registration Statement on Form S-8 of the registrant, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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.
NAME TITLE DATE ---- ----- ---- /s/ ROBERT M. DUTKOWSKY ------------------------------------------- President, Chief Executive June 1, 2000 Robert M. Dutkowsky Officer and Director Vice President, Chief /s/ WALTER A. SHEPHARD Financial Officer, ------------------------------------------- Principal Accounting June 1, 2000 Walter A. Shephard Officer and Clerk /s/ WILLIAM S. ANTLE III ------------------------------------------- Director June 1, 2000 William S. Antle III /s/ RUSSELL A. GULLOTTI ------------------------------------------- Director June 1, 2000 Russell A. Gullotti /s/ LOWELL B. HAWKINSON ------------------------------------------- Director June 1, 2000 Lowell B. Hawkinson /s/ WILLIAM G. SHEERER ------------------------------------------- Director June 1, 2000 William G. Sheerer /s/ ADRIANNA STADECKER ------------------------------------------- Director June 1, 2000 Adrianna Stadecker /s/ ED ZSCHAU ------------------------------------------- Director June 1, 2000 Ed Zschau
EXHIBIT INDEX
EXHIBIT NO. TITLE PAGE - ----------- ----- ---- Exhibit 4 Non-Statutory Stock Option Agreement by and between the Company and Robert M. Dutkowsky dated April 24, 2000 7 Exhibit 5 Opinion of Nutter, McClennen & Fish, LLP 14 Exhibit 23.1 Consent of Nutter, McClennen & Fish, LLP (contained in Exhibit 5) 14 Exhibit 23.2 Consent of PricewaterhouseCoopers LLP 15
-6- EX-4 2 ex-4.txt EXHIBIT 4 EXHIBIT 4 GENRAD, INC. NON-STATUTORY STOCK OPTION AGREEMENT 1. GRANT OF OPTION: GenRad, Inc., a Massachusetts corporation (the "Company"), hereby grants Robert M. Dutkowsky (the " Optionee") an option to purchase up to an aggregate of 500,000 shares of Common Stock of the Company ("Common Stock") at a price of $7.375 per share (the "Option Exercise Price"), purchasable as set forth in, and subject to the terms and conditions of, this option. Except where the context otherwise requires, the term "Company" shall include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the "Code"). The date of grant of this option is April 24, 2000 (the "Effective Date"). 2. NON-STATUTORY STOCK OPTION: This option is NOT intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. 3. EXERCISE OF OPTION AND PROVISIONS FOR TERMINATION: (A) TIMING OF EXERCISE. Except as otherwise provided in this Agreement, this option may be exercised at any time, in whole or in part, subject to the Company's right to repurchase of this Agreement any shares acquired upon exercise of this option in accordance with Section 12 of this Agreement. (B) EXERCISE PROCEDURE. Subject to the conditions set forth in this Agreement, this option shall be exercised by the Optionee's delivery of written notice of exercise to the Treasurer of the Company, specifying the number of shares to be purchased and the purchase price to be paid therefor and accompanied by payment in full in accordance with Section 4. Such exercise shall be effective upon receipt by the Treasurer of the Company of such written notice together with the required payment. The Optionee may at any time or from time to time purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares. (C) TERMINATION OF EMPLOYMENT. If the Optionee ceases to be employed by the Company for any reason other than death, this option shall continue to be exercisable during the thirty (30) days immediately following such cessation, after which time the Option shall terminate. If the Optionee ceases to be employed by the Company by reason of his death, this option shall continue to be exercisable either by the Optionee's -7- executor or administrator or, if not so exercised, by the legatees or distributees of the Optionee's estate, during the twelve (12) months immediately following the Optionee's death, after which time the Option shall terminate. The date on which the Optionee ceases to be employed by the Company is hereinafter referred to as the "Termination Date". (D) EXPIRATION. Notwithstanding any other provisions set forth in this Agreement, in no event shall this option be exercised more than ten (10) years after the Effective Date. (D) TERMINATION FOR CAUSE. Notwithstanding any other provisions set forth in this Agreement, this option shall terminate automatically and without notice to the Optionee on the date the Optionee's employment is terminated for "cause" (as defined in the Employment Agreement dated April 10, 2000 between the Company and the Optionee). A termination for "cause" will include any resignation in anticipation of discharge for "cause" or accepted by the Company in lieu of a formal discharge for "cause". 4. PAYMENT OF PURCHASE PRICE. (A) METHOD OF PAYMENT. Payment of the purchase price for shares purchased upon exercise of this option shall be made (i) by delivery to the Company of cash or a check to the order of the Company in an amount equal to the purchase price of such shares, (ii) with the approval of the Compensation Committee of the Company's Board of Directors (the "Compensation Committee"), by delivery to the Company of shares of Common Stock of the Company then owned by the Optionee having a fair market value equal in amount to the purchase price of such shares, (iii) by any other means which the Compensation Committee determines are consistent with applicable laws and regulations (including, without limitation, the provisions of Rule 16b-3 under the Securities Exchange Act of 1934 and Regulation T promulgated by the Federal Reserve Board), or (iv) by any combination of such methods of payment. (B) VALUATION OF SHARES OR OTHER NON-CASH CONSIDERATION TENDERED IN PAYMENT OF PURCHASE PRICE. For the purposes hereof, the fair market value of any share of the Company's Common Stock or other non-cash consideration which may be delivered to the Company in exercise of this option shall be determined in good faith by the Compensation Committee. (C) DELIVERY OF SHARES TENDERED IN PAYMENT OF PURCHASE PRICE. If the Optionee exercises this option by delivery of shares of Common Stock of the Company, the certificate or certificates representing the shares of Common Stock of the Company to be delivered shall be duly executed in blank by the Optionee or shall be accompanied by a stock power duly executed in blank -8- suitable for purposes of transferring such shares to the Company. Fractional shares of Common Stock of the Company will not be accepted in payment of the purchase price of shares acquired upon exercise of this option. (D) RESTRICTIONS ON USE OF OPTION STOCK TO PAY PURCHASE PRICE. Notwithstanding the foregoing, no shares of Common Stock of the Company may be tendered in payment of the purchase price of shares purchased upon exercise of this option if the shares to be so tendered were acquired within twelve (12) months before the date of such tender through the exercise of an option granted under any stock option plan of the Company or through any restricted stock plan of the Company. 5. DELIVERY OF SHARES; COMPLIANCE WITH SECURITIES LAWS, ETC. (A) GENERAL. The Company shall, upon payment of the option price for the number of shares purchased and paid for, make prompt delivery of the certificate representing such shares to the Optionee, provided that if any law or regulation requires the Company to take any action with respect to such shares before the issuance thereof, then the date of delivery of such certificate shall be extended for the period necessary to complete such action. (B) LISTING, QUALIFICATIONS, ETC. This option shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the shares subject hereto upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares hereunder, this option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, disclosure or satisfaction of such other condition shall have been effected or obtained on terms acceptable to the Compensation Committee. 6. NON-TRANSFERABILITY OF OPTION. This option is personal and no rights granted hereunder may be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) nor shall any such rights be subject to execution, attachment or similar process, except that this option may be transferred by will or the laws of descent and distribution or with the prior approval of the Compensation Committee. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this option or of such rights contrary to the provisions hereof, or upon the levy of any attachment or similar process upon this option or such rights, this option and such rights shall, at the election of the Company, become, null and void. -9- 7. NO SPECIAL EMPLOYMENT OR SIMILAR RIGHTS. Nothing contained in this Agreement shall be construed or deemed by any person under any circumstances to bind the Company to continue the employment of the Optionee with the Company. 8. RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights as a shareholder with respect to any shares which may be purchased by exercise of this option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to such shares), unless and until a certificate representing such shares is duly issued and delivered to the Optionee. No adjustment shall be made for dividend or other rights for which the record date is prior to the date such stock certificate is issued. 9. ADJUSTMENT PROVISIONS. (A) GENERAL. If, through or as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction involving shares of Common Stock (i) the outstanding shares of Common Stock are increased or decreased or are exchanged for a different number of kind of shares or other securities of the Company, or (ii) additional shares or new or different shares of other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock or other securities, an appropriate and proportionate adjustment may be made in (x) the number and kind of shares or other securities then subject to this option, and (y) the price for each share then subject to this option, without changing the aggregate purchase price as to which this option remains exercisable. (B) COMPENSATION COMMITTEE AUTHORITY TO MAKE ADJUSTMENTS. Any adjustments under this Section 9 will be made by the Compensation Committee, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive. No fractional shares will be issued pursuant to this option on account of any such adjustments. 10. MERGERS, CONSOLIDATIONS, DISTRIBUTIONS, LIQUIDATIONS, ETC. In the event of a consolidation or merger or sale of all or substantially all of the assets of the Company in which outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity or in the event of a liquidation of the Company, prior to the termination of this option, the Board of Directors of the Company or the board of directors of any corporation assuming the obligations of the Company, may, in its discretion, take any one or more of the following actions, as to this option: (i) provide that this option shall be assumed, or an equivalent option shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to the Optionee, provide that any unexercised portion of this option will terminate immediately prior to the consummation of such transaction unless exercised by the Optionee within a specified period following the date of such notice, and (iii) in the event of a merger under the terms of which holders of the -10- Common Stock of the Company will receive upon consummation thereof a cash payment for each share surrendered in the merger (the "Merger Price"), make or provide for a cash payment to the Optionee equal to the difference between (A) the Merger Price times the number of shares of Common Stock subject to the unexercised portion of this option (to the extent then exercisable at prices not in excess of the Merger Price) and (B) the aggregate exercise price of any unexercised portion of this option, which cash payment shall be in exchange for the termination of this option. 11. WITHHOLDING TAXES. The Company's obligation to deliver shares upon the exercise of this option shall be subject to the Optionee's satisfaction of all applicable federal, state and local income and employment tax withholding requirements. 12. RIGHT TO REPURCHASE SHARES ISSUED ON EXERCISE. (A) REPURCHASE RIGHT. Subject to the terms of this Article 12, the Company shall have the right and option, but not the obligation, to purchase from the Optionee all or any part of the shares acquired by the Optionee upon exercise of this option if a Termination Date has occurred (the "Repurchase Right"). (B) REPURCHASE PRICE. The Repurchase Right shall be exercised at the Option Exercise Price, as equitably adjusted in the event of any stock split, stock dividend or similar transaction. (C) DURATION OF REPURCHASE RIGHT. The Repurchase Right shall lapse (i) as to 125,000 shares of Common Stock, adjusted in the event of any stock split, stock dividend or similar transaction, on the first anniversary of the Effective Date, (ii) as to an additional 125,000 shares of Common Stock, adjusted in the event of any stock split, stock dividend or similar transaction, on the second anniversary of the Effective Date, (iii) as to an additional 125,000 shares of Common Stock, adjusted in the event of any stock split, stock dividend or similar transaction, on the third anniversary of the Effective Date, and (iv) as to the final 125,000 shares of Common Stock, adjusted in the event of any stock split, stock dividend or similar transaction, on the fourth anniversary of the Effective Date. The Repurchase Right shall lapse (i) as to 125,000 shares of Common Stock, adjusted in the event of any stock split, stock dividend or similar transaction, if the Optionee's employment with the Company is terminated by the Company other than for cause (as defined in the Employment Agreement) or by the Optionee for good reason (as defined in the Employment Agreement) and (ii) in its entirety (A) six months after the Termination Date has occurred or (B) immediately upon a Change of Control (as defined in the Employment Agreement). -11- (D) EXERCISE OF REPURCHASE RIGHT. In the event the Company shall be entitled to and shall elect to exercise the Repurchase Right, it shall give to the Optionee (or his heirs or personal representative, as the case may be) a written notice specifying such exercise, the number of shares that the Company elects to repurchase and specifying a date for closing hereunder, which date shall be not more than ten (10) business days after the giving of such notice. The closing shall take place at the Company's principal offices or such other location as the Company may reasonably designate in such notice. At the closing, the Optionee (or his heirs or personal representative, as the case may be) shall deliver the certificates representing the shares being repurchased, duly endorsed in blank for transfer (and if the seller shall be the heirs or personal representative of the Optionee, together with proof as to the authority of the person or persons to make such delivery), against the simultaneous delivery to the Optionee (or his heirs or personal representative, as the case may be) of the purchase price for the number of shares then being repurchased. In the event that the Optionee (or his heirs or personal representative, as the case may be) fails so to deliver the certificates for the shares to be repurchased duly endorsed as aforesaid, the Company may elect (a) to establish a segregated account in the amount of the purchase price, such account to be turned over to the Optionee (or his heirs or personal representative, as the case may be) upon delivery of such certificates duly endorsed as aforesaid, and (b) immediately to take such action as is appropriate to transfer record title of such shares from the Optionee (or his heirs or personal representative, as the case may be) to the Company and to treat the Optionee (or his heirs or personal representative, as the case may be) and such shares in all respects as if delivery of the certificates for such shares duly endorsed as aforesaid had been made as required. The Optionee (and any heir or personal representative of the Optionee, by reason of his or her receipt of the shares) hereby irrevocably grants the Company a power of attorney for the purpose of effectuating the preceding sentence. (E) RIGHTS TO SHARES AND RESTRICTION ON TRANSFER DURING REPURCHASE OPTION. So long as shares acquired by the Optionee upon exercise of this option have not been repurchased, the Optionee shall have ownership rights with respect to the shares, including the right to vote and to receive dividends. The Optionee may not sell, transfer, pledge or hypothecate any shares that are subject to the Repurchase Right except to a person or entity which expressly agrees in writing with the Company to be bound by the Repurchase Right. (F) LEGENDS. The Company may require that certificates representing any shares to be issued to the Optionee upon exercise of this Option which are subject to the Repurchase Right shall have endorsed thereon a legend substantially as follows: "The shares represented by this certificate are subject to the repurchase rights and restrictions on transfer set forth in a Non-Statutory Stock Option -12- Agreement dated April 24, 2000, a copy of which will be furnished free of charge upon written request." 13. MISCELLANEOUS. (a) Except as provided herein, this option may not he amended or otherwise modified unless evidenced in writing and signed by the Company and the Optionee. (b) All notices under this option shall be mailed or delivered by hand to the. parties at their respective addresses set forth beneath their names below or it such other address as may be designated in writing by either of the parties to one another. (c) Although this option has not been granted under the Company's 1991 Equity Incentive Plan (the "Plan"), it shall be governed by the terms and conditions thereof except to the extent the terms of this option and the terms of the Plan are inconsistent or contradictory, in which event the terms of this option shall govern. (d) This option shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. GENRAD, INC. By: /s/ Ed Zschau ------------------------------ Ed Zschau Chairman, Compensation Committee of the Board of Directors Address: 7 Technology Park Drive Westford, MA 01886 OPTIONEE'S ACCEPTANCE The undersigned, hereby accepts the foregoing option and agrees to the terms and conditions thereof. OPTIONEE: /s/ Robert M. Dutkowsky ---------------------------- Robert M. Dutkowsky ADDRESS: 7 Gable Ridge Road Westboro, MA 01581 -13- EX-5 3 ex-5.txt EX-5 EXHIBIT 5 NUTTER, McCLENNEN & FISH, LLP ATTORNEYS AT LAW ONE INTERNATIONAL PLACE BOSTON, MASSACHUSETTS 02110-2699 TELEPHONE: 617-439-2000 FACSIMILE: 617-973-9748 CAPE COD OFFICE DIRECT DIAL NUMBER HYANNIS, MASSACHUSETTS June 1, 2000 GenRad, Inc. 7 Technology Park Drive Westford, MA 01886 Gentlemen/Ladies: Reference is made to the registration statement on Form S-8 (the "Registration Statement") which GenRad, Inc. (the "Company") is filing concurrently herewith with the Securities and Exchange Commission under the Securities Act of 1933, as amended, (the "Securities Act"), with respect to 500,000 shares of the Company's common stock, $1.00 par value per share (the "Common Stock"), issuable pursuant to that certain Non-Statutory Stock Option Agreement by and between Robert M. Dutkowsky and the Company dated April 24, 2000 (the "Plan") and an indeterminate number of shares of such Common Stock which may be issued or become issuable under the Plan by reason of stock dividends, stock splits or other recapitalizations executed hereafter. We have acted as legal counsel for the Company in connection with the adoption of the Plan, are familiar with the Company's Articles of Organization and By-laws, both as amended to date (collectively, the "Organizational Documents"), and have examined such other documents as we have deemed necessary for this opinion. Based upon the foregoing, we are of the opinion that: 1. When issued and paid for in compliance with the terms of the Plan, the Organizational Documents and the Massachusetts Business Corporation Law, the 500,000 shares of Common Stock referred to above will be duly and validly issued, fully paid and non-assessable; and 2. The additional shares of Common Stock which may become issuable under the Plan by reason of stock dividends, stock splits or other recapitalizations hereafter executed, if and when issued in accordance with the terms of the Plan and upon compliance with the applicable provisions of law and of the Company's Organizational Documents, will be duly and validly issued, fully paid and non-assessable. We understand that this opinion letter is to be used in connection with the Registration Statement and hereby consent to the filing of this opinion letter with and as a part of the Registration Statement and of any amendments thereto. It is understood that this opinion letter is to be used in connection with the offer and sale of the aforesaid shares only while the Registration Statement, as it may be amended from time to time as contemplated by Section 10(a)(3) of the Securities Act, is effective under the Securities Act. Very truly yours, /s/ Nutter, McClennen & Fish, LLP Nutter, McClennen & Fish, LLP ARH/JCC2 EX-23.2 4 ex-232.txt EX-23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 25, 2000, which appears in GenRad, Inc.'s Annual Report on Form 10-K for the year ended January 1, 2000. We also consent to the incorporation by reference of our report dated January 25, 2000 relating to the Financial Statement Schedule for the three years ended January 1, 2000 when such schedule is read in conjunction with the financial statements referred to in our report. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts May 30, 2000 -----END PRIVACY-ENHANCED MESSAGE-----