-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, othoIOA9ZKM1IAiLVI4nO1lnoW3AidCs5u4W7RQYcqk3Fx4ag7+ktiltdfYXtW5J yMI48hCNV1vIaBmwRpZ/7g== 0000950135-94-000012.txt : 19940126 0000950135-94-000012.hdr.sgml : 19940126 ACCESSION NUMBER: 0000950135-94-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940125 19940213 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: 0102 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-52009 FILM NUMBER: 94502613 BUSINESS ADDRESS: STREET 1: 300 BAKER AVE CITY: CONCORD STATE: MA ZIP: 01510 BUSINESS PHONE: 5083694400 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL RADIO CO DATE OF NAME CHANGE: 19760210 S-8 1 GENRAD, INC FORM S-8 1 As filed with the Securities and Exchange Commission on January 25, 1994 Registration No. 33- ========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GenRad, Inc. - -------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 04-1360950 - ---------------------------------------- --------------------------- (State or other (I.R.S. Employer jurisdiction of incorporation) Identification Number) 300 Baker Avenue, Concord, Massachusetts 01742 - -------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 1991 EQUITY INCENTIVE PLAN - -------------------------------------------------------------------------- (Full title of the plan) David E. Redlick, Esq. Hale and Dorr 60 State Street Boston, Massachusetts 02109 - -------------------------------------------------------------------------- (Name and address of agent for service) (617) 526-6000 - -------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ==========================================================================
Proposed Proposed Maximum Maximum Amount of Title Offering Aggregate Regi- of Securities Amount to be Price Per Offering stration to be Registered Registered Share (1) Price (1) Fee (1) - -------------------------------------------------------------------------- Common Stock, 1,500,000 $1.00 par value shares $6.50 $9,750,000 $3,362 - -------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933, based on the average of the reported high and low sale prices of the registrant's Common Stock on the New York Stock Exchange on January 20, 1994.
Page _1_ of _8_ Pages Exhibit Index on Page 5 2 Statement of Incorporation by Reference --------------------------------------- This Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8, File No. 33-42789, relating to the registrant's 1991 Equity Incentive Plan. -2- 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1993, 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 Concord, Massachusetts, on the 24th day of January, 1994. GENRAD, INC. By: SIGNATURE ---------------------------- James F. Lyons President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of GenRad, Inc., hereby severally constitute and appoint James F. Lyons and David E. Redlick, 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 on our behalf and in our capacities as officers and directors to enable GenRad, Inc. to comply with 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. -3- 4 Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- SIGNATURE ________________________ Principal Executive Officer, January 24, 1994 James F. Lyons President and Director SIGNATURE ________________________ Principal Financial Officer January 21, 1994 Robert C. Aldworth SIGNATURE ________________________ Principal Accounting Officer January 21, 1994 Robert C. Aldworth ________________________ Director Robert E. Anderson ________________________ Director Edwin M. Martin, Jr. SIGNATURE ________________________ Director January 18, 1994 Paul Penfield, Jr. ________________________ Director William G. Scheerer SIGNATURE ________________________ Director January 17, 1994 Wilson Wilde SIGNATURE ________________________ Director January 18, 1994 James H. Wright
-4- 5 EXHIBIT INDEX
Exhibit Number Exhibit Page - ------- ------- ---- 4.1 Articles of Organization of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant's report on Form 10-K for the year ended January 2, 1988). 4.2 By-Laws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant's report on Form 10-K for the year ended December 29, 1990). 4.3 Rights Agreement dated as of June 17, 1988 between the Registrant and The First National Bank of Boston (incorporated herein by reference to Exhibit 4.2 to the Registrant's report on Form 10-K for the year ended December 31, 1988). 5.1 Opinion of Hale and Dorr. 6 23.1 Consent of Hale and Dorr (included in 6 Exhibit 5.1). 23.2 Consent of Arthur Andersen & Co. 8 24.1 Power of Attorney (See page 3-4 of this Registration Statement).
-5- EX-5.1 2 OPINION OF HALE & DORR 1 EXHIBIT 5.1 Hale and Dorr 60 State Street Boston, Massachusetts 02109 January 25, 1994 GenRad, Inc. 300 Baker Avenue Concord, Massachusetts 01742 Re: 1991 Equity Incentive Plan Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 to be filed on January 25, 1994 with the Securities and Exchange Commission relating to 1,500,000 shares of the Common Stock, $1.00 par value per share ("Common Stock"), of GenRad, Inc., a Massachusetts corporation (the "Company"), issuable under the Company's 1991 Equity Incentive Plan (the "Plan"). We have examined the Articles of Organization of the Company and all amendments thereto, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the aforementioned Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our 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 upon the foregoing, we are of the opinion that the Company is a corporation duly organized and validly existing under the laws of the Commonwealth of Massachusetts and that the Company has duly authorized for issuance the shares of 2 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 and paid for in accordance with the terms of the Plan and at a price per share in excess of the par value per share for such shares, will be legally issued, fully-paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the aforementioned Registration Statement. Very truly yours, SIGNATURE ----------------------------- HALE AND DORR EX-23.2 3 CONSENT OF ARTHUR ANDERSEN & CO. 1 EXHIBIT 23.2 ARTHUR ANDERSEN & CO. CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 5, 1993 included in, and incorporated by reference into, GenRad, Inc.'s Form 10-K for the year ended January 2, 1993 and to all references to our firm included in this registration statement. SIGNATURE ------------------------------- Arthur Andersen & Co. Boston, Massachusetts January 25, 1994 -----END PRIVACY-ENHANCED MESSAGE-----