content: <PAGE>   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)
  
  <TABLE>
                          CALCULATION OF REGISTRATION FEE
  
  ==========================================================================
  
  <CAPTION>
                                      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)   
  - --------------------------------------------------------------------------
  <S>                 <C>             <C>            <C>          <C>
   Common Stock,      1,500,000
  $1.00 par value       shares        $6.50          $9,750,000    $3,362         
  - --------------------------------------------------------------------------
  <FN>
  
  (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.
  </TABLE>
  
                               Page _1_ of _8_ Pages
                              Exhibit Index on Page 5
  
  <PAGE>   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-
  
  <PAGE>   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-
  
  <PAGE>   4
  
  <TABLE>
          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.
  
  
  <CAPTION>
      Signature                  Title                                     Date
      ---------                  -----                                     ----
  
  <S>                            <C>                                  <C>
  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
  </TABLE>
  
  
  
  
  
                                        -4-
  
  <PAGE>   5
  <TABLE>
  
                                   EXHIBIT INDEX
  
  
  <CAPTION>
  Exhibit
  Number         Exhibit                                           Page
  - -------        -------                                           ----
  
  <S>            <C>                                                <C>
   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).
  </TABLE>
  
  
  
  
  
                                        -5-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "GENRAD, INC FORM S-8", "secsgml_size_bytes": 8833}]
metadata_filer: {"company-data": {"conformed-name": "GENRAD INC", "cik": "0000040972", "assigned-sic": "3825", "irs-number": "041360950", "state-of-incorporation": "MA", "fiscal-year-end": "0102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52009", "film-number": "94502613"}, "business-address": {"street1": "300 BAKER AVE", "city": "CONCORD", "state": "MA", "zip": "01510", "phone": "5083694400"}, "former-company": {"former-conformed-name": "GENERAL RADIO CO", "date-changed": "19760210"}}
text: 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-