-----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, LiyeBnIPJWaiVCr2W3khpoFSojU+tonag4t5CynBL9yQlYuxuSI1odERtgOWgFmn cud7Z4IZLWlat8+/n+8lGw== 0000950135-95-001326.txt : 19950613 0000950135-95-001326.hdr.sgml : 19950613 ACCESSION NUMBER: 0000950135-95-001326 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950612 EFFECTIVENESS DATE: 19950701 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENRAD INC CENTRAL INDEX KEY: 0000040972 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 041360950 STATE OF INCORPORATION: MA FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60153 FILM NUMBER: 95546431 BUSINESS ADDRESS: STREET 1: 300 BAKER AVE CITY: CONCORD STATE: MA ZIP: 01742 BUSINESS PHONE: 5083694400 MAIL ADDRESS: STREET 1: 300 BAKER CITY: CONCORD STATE: MA ZIP: 01742 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 JUNE 12, 1995 Registration No. 33- 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) 300 BAKER AVENUE, CONCORD, MASSACHUSETTS 01742 ----------------------------------------------- (Address of principal executive offices) 1991 DIRECTORS' STOCK OPTION PLAN --------------------------------- (Full title of plan) GEORGE A. O'BRIEN Copy to: GENRAD, INC. CONSTANTINE ALEXANDER, ESQ. 300 BAKER AVENUE NUTTER, MCCLENNEN & FISH CONCORD, MASSACHUSETTS 01742 ONE INTERNATIONAL PLACE (508) 287-7000 BOSTON, MASSACHUSETTS 02110-2699 (Name, address and telephone (617) 439-2000 number of agent for service) CALCULATION OF REGISTRATION FEE =====================================================================================
PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT BEING OFFERING AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED (1) PRICE PER OFFERING PRICE FEE SHARE (2) (2) - ------------------------------------------------------------------------------------- COMMON STOCK, $1.00 PAR VALUE PER SHARE 100,000 SHARES $7.8125 $741,875 $255.82 ===================================================================================== (1) Includes an indeterminate number of shares which may be issued 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 upon (i) 30,000 shares of Common Stock which may be purchased upon exercise of options granted on May 11, 1995 at an exercise price of $6.50 per share and (ii) 70,000 shares of Common Stock reserved for future issuance upon exercise of options to be granted in the future under the Plan, the proposed maximum offering price per share of which was computed on the basis of the average of the high and low prices per share of Common Stock reported on the New York Stock Exchange on June 9, 1995.
2 Shares covered by this Registration Statement are issuable from time to time upon the exercise of stock options granted or to be granted under GenRad, Inc.'s 1991 Directors' Stock Option Plan, as amended (the "Plan"). Pursuant to General Instruction E to Form S-8, the Registration Statement on Form S-8 (Registration No. 33-42789) filed with the Securities and Exchange Commission on September 17, 1991, in respect of the original 100,000 shares of the Common Stock of GenRad, Inc. issued or issuable under such Plan, including any statement contained in a document incorporated or deemed to be incorporated by reference into said Registration Statement, is incorporated by reference into this Registration Statement. 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 Concord, Commonwealth of Massachusetts, on this 9th day of June 1995. GENRAD, INC. By:/s/ GEORGE A. O'BRIEN --------------------------------- George A. O'Brien Vice President, Chief Financial Officer and Secretary 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 and in the capacities and on the dates indicated. Each person whose signature appears below hereby constitutes and appoints James F. Lyons and George A. O'Brien, or either of them acting singly, his or her attorneys-in-fact, with power of substitution for him or her in any and all capacities, to sign this Registration Statement and any amendments hereto, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in his or her name and in his or her capacity as an officer or director of GenRad, Inc. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or either of them, or their substitute or substitutes, may do or cause to be done by virtue thereof. 2 3 Signature Title Date - --------- ----- ---- /s/ JAMES F. LYONS President, Chief Executive Officer June 9, 1995 - -------------------------- and Director James F. Lyons /s/ GEORGE A. O'BRIEN Vice President, Chief June 9, 1995 - -------------------------- Financial Officer and George A. O'Brien Secretary (and Principal Accounting Officer) /s/ WILLIAM S. ANTLE III Director June 9, 1995 - -------------------------- William S. Antle III /s/ RUSSELL A. GULLOTTI Director June 9, 1995 - -------------------------- Russell A. Gullotti /s/ LOWELL B. HAWKINSON Director June 9, 1995 - -------------------------- Lowell B. Hawkinson /s/ EDWIN M. MARTIN, JR. Director June 9, 1995 - -------------------------- Edwin M. Martin, Jr. /s/ RICHARD G. ROGERS Director June 9, 1995 - -------------------------- Richard G. Rogers - -------------------------- Director June 9, 1995 William G. Scheerer - -------------------------- Director June 9, 1995 Adriana Stadecker 3 4 EXHIBIT INDEX Exhibit Number Page ------- ---- 4.4 GenRad, Inc. 1991 Directors' Stock Option - Plan (incorporated by reference from the Registrant's Proxy Statement dated April 7, 1995) 5 Opinion of Nutter, McClennen & Fish 5 23.1 Consent of Nutter, McClennen & Fish 5 (contained in Exhibit 5 herewith) 23.2 Consent of Independent Accountants 6 24 Power of Attorney (contained on page 2 2 hereof) 4 EX-5 2 OPINION OF NUTTER, MCCLENNEN & FISH 1 Exhibit 5 --------- NUTTER, McCLENNEN & FISH 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 9, 1995 GenRad, Inc. 300 Baker Avenue Concord, MA 01742 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 (i) 100,000 shares of the Company's Common Stock, $1.00 par value (the "Common Stock") issuable pursuant to the Company's 1991 Directors' Stock Option Plan, as amended (the "Plan"), and (ii) 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 amendment to the Plan, are familiar with the Company's Restated Articles of Organization and By-Laws, both as amended to date, and have examined such other documents as we 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 100,000 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 Restated Articles of Organization and By-Laws, both as amended to date, 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 ------------------------------------ Nutter, McClennen & Fish EX-23.2 3 CONSENT OF ARTHUR ANDERSEN LLP 1 Exhibit 23.2 ------------ ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 8, 1995 included in, and incorporated by reference into, in GenRad, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1994. /s/ ARTHUR ANDERSEN LLP Boston, Massachusetts June 9, 1995 -----END PRIVACY-ENHANCED MESSAGE-----