-----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, QWwuMP46yUKdU+9CzMXUnwtpuWDdKlRfF2V+wFt2FBABx2IykN4U/Pb01eFteVgq lqfABkYD19y4O6mqIIjfIQ== /in/edgar/work/20000822/0000912057-00-038718/0000912057-00-038718.txt : 20000922 0000912057-00-038718.hdr.sgml : 20000922 ACCESSION NUMBER: 0000912057-00-038718 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000822 EFFECTIVENESS DATE: 20000822 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: 333-44282 FILM NUMBER: 707886 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 6 pages. The exhibit index is located on page 4. As filed with the Securities and Exchange Commission on August 22, 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 identification no.) of incorporation or organization) 7 TECHNOLOGY PARK DRIVE, WESTFORD, MASSACHUSETTS 01886-0033 (Address of principal executive offices) 1997 NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN (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
- ----------------------------------------------------------------------------------------------------------------------------------- Title of each class of securities Amount being Proposed maximum Proposed maximum Amount of to be registered registered (1) offering price per share aggregate offering price registration fee - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, $1.00 par value per share 1,250,000 Shares $13.81(2) $17,262,723.94(2) $4,557.36(2) - -----------------------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement covers 1,250,000 shares of Common Stock which may be issued under the Registrant's 1997 Non-Qualified Employee Stock Option Plan ( the "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 the weighted average of (i) 367,250 shares underlying options granted under the Plan having a per share exercise price of $18.813, (ii) 2,500 shares underlying options granted under the Plan having a per share exercise price of $20.438, (iii) 9,000 shares underlying options granted under the Plan having a per share exercise price of $17.25, (iv) 40,000 shares underlying options granted under the Plan having a per share exercise price of $20.75, (v) 3,000 shares underlying options granted under the Plan having a per share exercise price of $19.75, (vi) 10,000 shares underlying options granted under the Plan having a per share exercise price of $18.3125, (vii) 8,500 shares underlying options granted under the Plan having a per share exercise price of $17.00, (viii) 30,000 shares underlying options granted under the Plan having a per share exercise price of $17.9375, (ix) 12,500 shares underlying options granted under the Plan having a per share exercise price of $14.50, (x) 20,000 shares underlying options granted under the Plan having a per share exercise price of $12.25, (xi) 10,000 shares underlying options granted under the Plan having a per share exercise price of $10.50, (xii) 60,000 shares underlying options granted under the Plan having a per share exercise price of $11.9375, (xiii) 50,000 shares underlying options granted under the Plan having a per share exercise price of $12.3125, (xiv) 88,000 shares underlying options granted under the Plan having a per share exercise price of $15.9375, (xv) 7,500 shares underlying options granted under the Plan having a per share exercise price of $14.0625, (xvi) 5,000 shares underlying options granted under the Plan having a per share exercise price of $16.25, (xvii) 27,500 shares underlying options granted under the Plan having a per share exercise price of $17.00, (xviii) 5,000 shares underlying options granted under the Plan having a per share exercise price of $17.8125, (xvix) 20,500 shares underlying options granted under the Plan having a per share exercise price of $15.625, (xx) 60,000 shares underlying options granted under the Plan having a per share exercise price of $10.00, (xxi)10,000 shares underlying options granted under the Plan having a per share exercise price of $7.625, (xxii)10,000 shares underlying options granted under the Plan having a per share exercise price of $7.6875, (xxiii) 393,750 shares underlying options to be granted under the Plan at an assumed per share exercise price of $8.4063 representing the average of the high and low prices per share of the Common Stock as reported on the New York Stock Exchange on August 18, 2000. - -------------------------------------------------------------------------------- In accordance with General Instruction E to Form S-8, the contents of the Registrant's Registration Statements on Form S-8 (File Nos. 333-43445, 333-69045 and 333-38168), relating to the Registrant's 1997 Non-Qualified Employee Stock Option 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. 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 22nd day of August 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.
SIGNATURES TITLE DATE President, Chief Executive Officer August 22, 2000 /s/ ROBERT M. DUTKOWSKY and Director - -------------------------------- Robert M. Dutkowsky Vice President, Chief Financial August 22, 2000 /s/ WALTER A. SHEPHARD Officer, Principal Accounting - -------------------------------- Officer and Clerk Walter A. Shephard Director August 22, 2000 /s/ WILLIAM S. ANTLE,III - -------------------------------- William S. Antle, III Director August 22, 2000 /s/ RUSSELL A. GULLOTTI - -------------------------------- Russell A. Gullotti Director August 22, 2000 /s/ LOWELL B. HAWKINSON - -------------------------------- Lowell B. Hawkinson Director August 22, 2000 /s/ WILLIAM G. SHEERER - -------------------------------- William G. Sheerer Director August 22, 2000 /s/ ADRIANNA STADECKER - -------------------------------- Adriana Stadecker Director August 22, 2000 /s/ ED ZSCHAU - -------------------------------- Ed Zschau
EXHIBIT INDEX Exhibit No. Title - ----------- ----- 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 EX-5 2 ex-5.txt EXHIBIT 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 August 22, 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 1,250,000 shares, of the Company's common stock, $1.00 par value per share (the "Common Stock"), issuable pursuant to the Company's 1997 Non-Qualified Employee Stock Option Plan, as amended to date (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 and amendments to 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 1,250,000 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 EX-23.2 3 ex-23_2.txt EXHIBIT 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, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers, LLP Boston, Massachusetts August 22, 2000 -----END PRIVACY-ENHANCED MESSAGE-----