content: <PAGE>   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)    
                                           
  
  <TABLE>
                            CALCULATION OF REGISTRATION FEE
  =====================================================================================                                          
  <CAPTION>
                                                 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)                   
  - -------------------------------------------------------------------------------------
  <S>                           <C>               <C>          <C>             <C>
  COMMON STOCK,                                              
  $1.00 PAR VALUE PER SHARE     100,000 SHARES    $7.8125     $741,875         $255.82                          
  =====================================================================================                                          
  <FN>
  (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.
  
  </TABLE>
  <PAGE>   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
      
      
  <PAGE>   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
  <PAGE>   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
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "GENRAD, INC FORM S-8", "secsgml_size_bytes": 10283}]
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": "033-60153", "film-number": "95546431"}, "business-address": {"street1": "300 BAKER AVE", "city": "CONCORD", "state": "MA", "zip": "01742", "phone": "5083694400"}, "mail-address": {"street1": "300 BAKER", "city": "CONCORD", "state": "MA", "zip": "01742"}, "former-company": {"former-conformed-name": "GENERAL RADIO CO", "date-changed": "19760210"}}
text: 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