content: <PAGE>   1
  
                As filed with the Securities and Exchange Commission
                                  on May 27, 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 jurisdiction of             (I.R.S. Employer
           incorporation or organization)              Identification Number)
  
             300 BAKER AVENUE, CONCORD, MASSACHUSETTS          01742
            (Address of Principal Executive Offices)       (Zip Code)
  
                           DIRECTOR RESTRICTED STOCK PLAN
                              (Full title of the Plan)
  
                               MR. ROBERT C. ALDWORTH
                                    GENRAD, INC.
                                  300 BAKER AVENUE
                            CONCORD, MASSACHUSETTS 01742
                      (Name and address of agent for service)
  
                                  (508) 369-4400
          (Telephone number, including area code, of agent for service)
  
  <TABLE>
  ===============================================================================
                          CALCULATION OF REGISTRATION FEE
  <CAPTION>
                              Proposed   Proposed
  Title of                    maximum    maximum
  securities     Amount       offering   aggregate      Amount of
  to be          to be        price      offering       registration
  registered     registered   per share  price          fee
  - ----------     ----------   ---------  ---------      ------------
  <S>            <C>          <C>         <C>           <C>
  Common Stock,  50,000       $5.437 (1)  $271,850 (1)  $93.73
  $1.00 par      shares
  value per
  share                                                             
  - ------------------------------------------------------------------
  <FN>
  (1)  Estimated solely for the purpose of calculating the
       registration fee, and based upon the average of the high and
       low prices of the Registrant's Common Stock on the New York
       Stock Exchange on May 20, 1994 in accordance with Rules
       457(c) and 457(h) of the Securities Act of 1933.
  ===============================================================================
  </TABLE>
  
  <PAGE>   2
  
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
          The information required by Part I of Form S-8 is included in documents
  sent or given to participants in the Registrant's Director Restricted Stock
  Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
      Item 3.  Incorporation of Certain Documents by Reference
               -----------------------------------------------
  
          The following documents, which are filed with the Securities and
  Exchange Commission (the "Commission"), are incorporated in this Registration
  Statement by reference:
  
                  (1)  The Registrant's latest annual report filed pursuant to
          Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
          amended (the "Exchange Act"), or the latest prospectus filed pursuant
          to Rule 424(b) under the Securities Act that contains audited financial
          statements for the Registrant's latest fiscal year for which such
          statements have been filed.
  
                  (2)  All other reports filed pursuant to Sections 13(a) or
          15(d) of the Exchange Act since the end of the fiscal year covered by
          the annual reports or the prospectus referred to in (1) above.
  
                  (3)  The description of the common stock of the Registrant,
          $1.00 par value per share (the "Common Stock"), contained in a
          Registration Statement filed under the Exchange Act, including any
          amendment or report filed for the purpose of updating such description.
  
          All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock
  offered hereby have been sold or which deregisters all shares of Common Stock
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be part hereof from the date of the filing of such documents.
  
  
      Item 4.  Description of Securities
               -------------------------
  
          Not applicable.
  
                                        -2-
          
  
  <PAGE>   3
  
  
       Item 5.  Interests of Named Experts and Counsel
                --------------------------------------
  
          The legality of the Common Stock offered hereby will be passed upon for
  the Registrant by the law firm of Hale and Dorr, Boston, Massachusetts.
  
  
       Item 6.  Indemnification
                ---------------
  
          Section 67 of Chapter 156B of the Massachusetts General Laws ("Section
  67") provides that a corporation may indemnify its directors and officers to
  the extent specified in or authorized by (i) the articles of organization, (ii)
  a by-law adopted by the shareholders, or (iii) a vote adopted by the holders of
  a majority of the shares of stock entitled to vote on the election of
  directors.  In all instances, the extent to which a corporation provides
  indemnification to its directors and officers under Section 67 is optional. 
  Article 6 of the Registrant's Restated Articles of Organization, as amended to
  date, provides that, to the extent permitted by Chapter 156B of the
  Massachusetts General Laws, a director shall not be personally liable to the
  Registrant or its shareholders for monetary damages for breach of fiduciary
  duty as a director.
  
          Article 5, Section 9 of the Registrant's By-laws, as amended to date,
  provides that the Registrant will indemnify any director or officer or former
  director or former officer against all liabilities and expenses incurred in
  connection with or arising from the defense or disposition of any action, suit
  or other proceeding in which such person may be a defendant or with which such
  person may be threatened by reason of being or having been such director or
  officer.
  
          The Registrant's By-laws provide that a director or officer will not be
  indemnified if such director or officer is finally adjudicated not to have
  acted in good faith.  Further, in the event of a settlement pursuant to a
  consent decree or otherwise, no indemnification will be made unless such
  settlement is approved as in the best interests of the Registrant, after notice
  that indemnification is involved, by (i) a disinterested majority of the Board
  of Directors or (ii) the holders of a majority of the outstanding stock
  entitled to elect directors, voting as a single class, exclusive of any stock
  owned by an interested director.
  
          Article 5, Section 9 of the Registrant's By-laws further provides that
  the indemnification provided therein shall not be exclusive of nor shall it
  affect any other rights to which any director or officer may be entitled under
  any agreement, statute, vote of shareholders or otherwise.
  
                                        -3-
  
  <PAGE>   4
  
       Item 7.  Exemption from Registration Claimed
                -----------------------------------
  
          Not applicable.
  
  
       Item 8.  Exhibits
                --------
  
          The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
  
       Item 9.  Undertakings
                ------------
  
       1.   The Registrant hereby undertakes:
  
          (1)  To file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement:
  
          (i)  To include any prospectus required by Section 10(a)(3) of the
       Securities Act;
  
          (ii)  To reflect in the prospectus any facts or events arising after
       the effective date of the Registration Statement (or the most recent
       post-effective amendment thereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in the
       Registration Statement; and
  
          (iii)  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;
  
          Provided, however, that paragraphs (i) and (ii) do not apply if the
          -----------------  Registration Statement is on Form S-3 or Form S-8, 
       and the information required to be included in a post-effective amendment
       by those paragraphs is contained in periodic reports filed by the
       Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
       that are incorporated by reference in the Registration Statement.
  
          (2)  That, for the purpose of determining any liability under the
       Securities Act, 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.
  
                                       -4-
  
  <PAGE>   5
  
          (3)  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.  The Registrant hereby undertakes that, for purposes of determining
  any liability under the Securities Act, 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.  Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
  by the final adjudication of such issue.
  
  
  
  
  
                                        -5-
  <PAGE>   6
  
  
                                    SIGNATURES
  
          Pursuant to the requirements of the Securities Act, 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 27th day of May, 1994.
  
  
                                     GENRAD, INC.
  
  
  
                                     By: /s/ James F. Lyons
                                        ------------------------
                                        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 Robert C. Aldworth, 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 on Form S-8 filed herewith, and any
  and all subsequent 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 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.
  
  
  
  
  
                                        -6-
  <PAGE>   7
  
  
       Pursuant to the requirements of the Securities Act, this
  Registration Statement has been signed below by the following
  persons in the capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
       Signature                Title                       Date
       ---------                -----                       ----
  <S>                          <C>                        <C>
  /s/ James F. Lyons           President, Chief           May 27, 1994
  - --------------------------    Executive Officer
  James F. Lyons                and Director (Principal
                                Executive Officer)
  
  /s/ Robert C. Aldworth       Vice President,            May 26, 1994
  - --------------------------    Chief Financial
  Robert C. Aldworth            Officer and
                                Secretary (Principal
                                Financial and
                                Accounting Officer)
  
  
  /s/ Edwin M. Martin, Jr.     Director                   May 27, 1994
  - --------------------------    
  Edwin M. Martin, Jr.
  
  
  /s/ Paul Penfield, Jr.       Director                   May 26, 1994
  - --------------------------    
  Paul Penfield, Jr.
  
  
  /s/ William G. Scheerer      Director                   May 23, 1994
  - --------------------------    
  William G. Scheerer
  
  
  /s/ Adriana Stadecker        Director                   May 24, 1994
  - --------------------------    
  Adriana Stadecker
  
  
  /s/ James H. Wright          Director                   May 25, 1994
  - --------------------------    
  James H. Wright
  </TABLE>
  
  
  
  
  
                                        -7-
  <PAGE>   8
  
  
  <TABLE>
                                   EXHIBIT INDEX
                                   -------------
  
  <CAPTION>
      Exhibit
      Number       Description                                         Page
      -------      -----------                                         ----
        <S>        <C>                                                 <C>
         4.1 (1)   Restated Articles of Organization of the            --
                   Registrant, as amended to date
  
         4.2 (2)   By-Laws of the Registrant, as amended to date       --
  
         4.3 (3)   Rights Agreement dated as of June 17, 1988          --
                   between the Registrant and The First National
                   Bank of Boston
  
         5         Opinion of Hale and Dorr                           9-10
  
        23.1       Consent of Hale and Dorr (included in Exhibit 5)    --
  
        23.2       Consent of Arthur Andersen & Co.                    11
  
        24         Power of Attorney (included on the signature        --
                   page of this Registration Statement)
  
  <FN>
  ______________________
  (1)  Incorporated herein by reference to Exhibit 3.1 to the
       Registrant's Report on Form 10-K for the year ended
       January 2, 1988.
  
  (2)  Incorporated herein by reference to Exhibit 3.2 to the
       Registrant's Report on Form 10-K for the year ended
       December 29, 1990.
  
  (3)  Incorporated herein by reference to Exhibit 4.2 to the
       Registrant's Report on Form 10-K for the year ended
       December 31, 1988.
  
  
  </TABLE>
  
  
                                        -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "GENRAD, INC. FORM S-8", "secsgml_size_bytes": 16517}]
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": "033-53867", "film-number": "94531118"}, "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 May 27, 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 jurisdiction of             (I.R.S. Employer
           incorporation or organization)              Identification Number)
  
             300 BAKER AVENUE, CONCORD, MASSACHUSETTS          01742
            (Address of Principal Executive Offices)       (Zip Code)
  
                           DIRECTOR RESTRICTED STOCK PLAN
                              (Full title of the Plan)
  
                               MR. ROBERT C. ALDWORTH
                                    GENRAD, INC.
                                  300 BAKER AVENUE
                            CONCORD, MASSACHUSETTS 01742
                      (Name and address of agent for service)
  
                                  (508) 369-4400
          (Telephone number, including area code, of agent for service)
  
  ===============================================================================
                          CALCULATION OF REGISTRATION FEE
  Proposed   Proposed
  Title of                    maximum    maximum
  securities     Amount       offering   aggregate      Amount of
  to be          to be        price      offering       registration
  registered     registered   per share  price          fee
  - ----------     ----------   ---------  ---------      ------------
  Common Stock,  50,000       $5.437 (1)  $271,850 (1)  $93.73
  $1.00 par      shares
  value per
  share                                                             
  - ------------------------------------------------------------------
  (1)  Estimated solely for the purpose of calculating the
       registration fee, and based upon the average of the high and
       low prices of the Registrant's Common Stock on the New York
       Stock Exchange on May 20, 1994 in accordance with Rules
       457(c) and 457(h) of the Securities Act of 1933.
  ===============================================================================
  2
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
          The information required by Part I of Form S-8 is included in documents
  sent or given to participants in the Registrant's Director Restricted Stock
  Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
      Item 3.  Incorporation of Certain Documents by Reference
               -----------------------------------------------
  
          The following documents, which are filed with the Securities and
  Exchange Commission (the "Commission"), are incorporated in this Registration
  Statement by reference:
  
                  (1)  The Registrant's latest annual report filed pursuant to
          Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
          amended (the "Exchange Act"), or the latest prospectus filed pursuant
          to Rule 424(b) under the Securities Act that contains audited financial
          statements for the Registrant's latest fiscal year for which such
          statements have been filed.
  
                  (2)  All other reports filed pursuant to Sections 13(a) or
          15(d) of the Exchange Act since the end of the fiscal year covered by
          the annual reports or the prospectus referred to in (1) above.
  
                  (3)  The description of the common stock of the Registrant,
          $1.00 par value per share (the "Common Stock"), contained in a
          Registration Statement filed under the Exchange Act, including any
          amendment or report filed for the purpose of updating such description.
  
          All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock
  offered hereby have been sold or which deregisters all shares of Common Stock
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be part hereof from the date of the filing of such documents.
  
      Item 4.  Description of Securities
               -------------------------
  
          Not applicable.
  
                                        -2-
  3
  
       Item 5.  Interests of Named Experts and Counsel
                --------------------------------------
  
          The legality of the Common Stock offered hereby will be passed upon for
  the Registrant by the law firm of Hale and Dorr, Boston, Massachusetts.
  
       Item 6.  Indemnification
                ---------------
  
          Section 67 of Chapter 156B of the Massachusetts General Laws ("Section
  67") provides that a corporation may indemnify its directors and officers to
  the extent specified in or authorized by (i) the articles of organization, (ii)
  a by-law adopted by the shareholders, or (iii) a vote adopted by the holders of
  a majority of the shares of stock entitled to vote on the election of
  directors.  In all instances, the extent to which a corporation provides
  indemnification to its directors and officers under Section 67 is optional. 
  Article 6 of the Registrant's Restated Articles of Organization, as amended to
  date, provides that, to the extent permitted by Chapter 156B of the
  Massachusetts General Laws, a director shall not be personally liable to the
  Registrant or its shareholders for monetary damages for breach of fiduciary
  duty as a director.
  
          Article 5, Section 9 of the Registrant's By-laws, as amended to date,
  provides that the Registrant will indemnify any director or officer or former
  director or former officer against all liabilities and expenses incurred in
  connection with or arising from the defense or disposition of any action, suit
  or other proceeding in which such person may be a defendant or with which such
  person may be threatened by reason of being or having been such director or
  officer.
  
          The Registrant's By-laws provide that a director or officer will not be
  indemnified if such director or officer is finally adjudicated not to have
  acted in good faith.  Further, in the event of a settlement pursuant to a
  consent decree or otherwise, no indemnification will be made unless such
  settlement is approved as in the best interests of the Registrant, after notice
  that indemnification is involved, by (i) a disinterested majority of the Board
  of Directors or (ii) the holders of a majority of the outstanding stock
  entitled to elect directors, voting as a single class, exclusive of any stock
  owned by an interested director.
  
          Article 5, Section 9 of the Registrant's By-laws further provides that
  the indemnification provided therein shall not be exclusive of nor shall it
  affect any other rights to which any director or officer may be entitled under
  any agreement, statute, vote of shareholders or otherwise.
  
                                        -3-
  4
  
       Item 7.  Exemption from Registration Claimed
                -----------------------------------
  
          Not applicable.
  
       Item 8.  Exhibits
                --------
  
          The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
       Item 9.  Undertakings
                ------------
  
       1.   The Registrant hereby undertakes:
  
          (1)  To file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement:
  
          (i)  To include any prospectus required by Section 10(a)(3) of the
       Securities Act;
  
          (ii)  To reflect in the prospectus any facts or events arising after
       the effective date of the Registration Statement (or the most recent
       post-effective amendment thereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in the
       Registration Statement; and
  
          (iii)  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;
  
          Provided, however, that paragraphs (i) and (ii) do not apply if the
          -----------------  Registration Statement is on Form S-3 or Form S-8, 
       and the information required to be included in a post-effective amendment
       by those paragraphs is contained in periodic reports filed by the
       Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
       that are incorporated by reference in the Registration Statement.
  
          (2)  That, for the purpose of determining any liability under the
       Securities Act, 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.
  
                                       -4-
  5
  
          (3)  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.  The Registrant hereby undertakes that, for purposes of determining
  any liability under the Securities Act, 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.  Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
  by the final adjudication of such issue.
  
                                        -5-
  6
  
                                    SIGNATURES
  
          Pursuant to the requirements of the Securities Act, 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 27th day of May, 1994.
  
                                     GENRAD, INC.
  
                                     By: /s/ James F. Lyons
                                        ------------------------
                                        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 Robert C. Aldworth, 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 on Form S-8 filed herewith, and any
  and all subsequent 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 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.
  
                                        -6-
  7
  
       Pursuant to the requirements of the Securities Act, this
  Registration Statement has been signed below by the following
  persons in the capacities and on the dates indicated.
  Signature                Title                       Date
       ---------                -----                       ----
  /s/ James F. Lyons           President, Chief           May 27, 1994
  - --------------------------    Executive Officer
  James F. Lyons                and Director (Principal
                                Executive Officer)
  
  /s/ Robert C. Aldworth       Vice President,            May 26, 1994
  - --------------------------    Chief Financial
  Robert C. Aldworth            Officer and
                                Secretary (Principal
                                Financial and
                                Accounting Officer)
  
  /s/ Edwin M. Martin, Jr.     Director                   May 27, 1994
  - --------------------------    
  Edwin M. Martin, Jr.
  
  /s/ Paul Penfield, Jr.       Director                   May 26, 1994
  - --------------------------    
  Paul Penfield, Jr.
  
  /s/ William G. Scheerer      Director                   May 23, 1994
  - --------------------------    
  William G. Scheerer
  
  /s/ Adriana Stadecker        Director                   May 24, 1994
  - --------------------------    
  Adriana Stadecker
  
  /s/ James H. Wright          Director                   May 25, 1994
  - --------------------------    
  James H. Wright
  -7-
  8
  
                                   EXHIBIT INDEX
                                   -------------
  Exhibit
      Number       Description                                         Page
      -------      -----------                                         ----
  4.1 (1)   Restated Articles of Organization of the            --
                   Registrant, as amended to date
  
         4.2 (2)   By-Laws of the Registrant, as amended to date       --
  
         4.3 (3)   Rights Agreement dated as of June 17, 1988          --
                   between the Registrant and The First National
                   Bank of Boston
  
         5         Opinion of Hale and Dorr                           9-10
  
        23.1       Consent of Hale and Dorr (included in Exhibit 5)    --
  
        23.2       Consent of Arthur Andersen & Co.                    11
  
        24         Power of Attorney (included on the signature        --
                   page of this Registration Statement)
  ______________________
  (1)  Incorporated herein by reference to Exhibit 3.1 to the
       Registrant's Report on Form 10-K for the year ended
       January 2, 1988.
  
  (2)  Incorporated herein by reference to Exhibit 3.2 to the
       Registrant's Report on Form 10-K for the year ended
       December 29, 1990.
  
  (3)  Incorporated herein by reference to Exhibit 4.2 to the
       Registrant's Report on Form 10-K for the year ended
       December 31, 1988.
  -8-