<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 2000


                                                      REGISTRATION NO. 333-93701

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------


                                AMENDMENT NO. 1
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                                  GENRAD, INC.

               (Exact name of registrant as specified in charter)

<TABLE>
<S>                                <C>
          MASSACHUSETTS                     04-1360950
  (State or other jurisdiction           (I.R.S. Employer
of incorporation or organization)       Identification No.)
</TABLE>

                            7 TECHNOLOGY PARK DRIVE
                       WESTFORD, MASSACHUSETTS 01886-0033
                                 (978) 589-7000
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)
                            ------------------------


<TABLE>
<S>                               <C>
        WALTER SHEPHARD                    COPIES TO:
    VICE PRESIDENT AND CHIEF       CONSTANTINE ALEXANDER, ESQ.
       FINANCIAL OFFICER          NUTTER, MCCLENNEN & FISH, LLP
          GENRAD, INC.               ONE INTERNATIONAL PLACE
    7 TECHNOLOGY PARK DRIVE           BOSTON, MA 02110-2699
    WESTFORD, MA 01886-0033              (617) 439-2000
         (978) 589-7000
</TABLE>


           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                            ------------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:  From time to
time after the effective date of this Registration Statement.

    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ________
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ________
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
                           --------------------------

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                               PROPOSED             PROPOSED
                                                                MAXIMUM              MAXIMUM             AMOUNT OF
      TITLE OF EACH CLASS OF            AMOUNT TO BE        OFFERING PRICE          AGGREGATE          REGISTRATION
    SECURITIES TO BE REGISTERED          REGISTERED          PER SHARE(1)       OFFERING PRICE(1)           FEE
<S>                                  <C>                  <C>                  <C>                  <C>
                N/A                           0                   --                   N/A                  N/A
</TABLE>



(1) The Registrant previously paid a registration fee of $503.49 on
    December 29, 1999 to register 114,074 shares of common stock. No additional
    securities are being registered pursuant to this Amendment.


                           --------------------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                             SUBJECT TO COMPLETION


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

<PAGE>

PRELIMINARY PROSPECTUS DATED AUGUST 18, 2000



                                 114,074 SHARES
                                  GENRAD, INC.


                                  COMMON STOCK

                               ------------------


    The Selling Stockholder identified in this prospectus may sell up to 114,074
shares of the common stock of GenRad, Inc. GenRad's common stock is listed on
the New York Stock Exchange under the symbol "GEN." On August 15, 2000 the
closing price reported for the common stock on the NYSE was $8.3125.


    The Selling Stockholder may sell the shares of common stock described in
this prospectus in public or private transactions on or off the NYSE, at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. More
information concerning the Selling Stockholder and his plan of distribution is
set forth under "Selling Stockholder" and "Plan of Distribution."

    GenRad will not receive any proceeds from the sale of shares by the Selling
Stockholder. We will bear all the expenses related to the registration of the
shares of common stock.

                            ------------------------

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES NOR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                            ------------------------


                The date of this Prospectus is August   , 2000.

<PAGE>

THIS PROSPECTUS IS PART OF A REGISTRATION STATEMENT WE FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS. THE SEC ALLOWS US TO "INCORPORATE
BY REFERENCE" INFORMATION THAT WE FILE WITH IT, WHICH MEANS THAT WE CAN DISCLOSE
IMPORTANT INFORMATION TO YOU BY REFERRING THOSE DOCUMENTS TO YOU. THE
INFORMATION THAT WE FILE LATER WITH THE SEC WILL AUTOMATICALLY UPDATE AND
SUPERSEDE THIS INFORMATION. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN
ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE
PROVIDED ON THE FRONT PAGE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF
DELIVERY OF THIS PROSPECTUS OR ANY SALE OF COMMON STOCK.


                            ------------------------

                      WHERE YOU CAN FIND MORE INFORMATION

    GenRad has filed with the Securities and Exchange Commission (the "SEC") a
registration statement on Form S-3 under the Securities Act of 1933, as amended,
to register the GenRad common stock owned by the Selling Stockholder. This
prospectus is part of that registration statement. As allowed by SEC rules, this
prospectus does not contain all the information you can find in the registration
statement or the exhibits to the registration statement.


    GenRad files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information we file at the SEC's public reference rooms located at Room
1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549, and at the
Commission's Regional Offices located at Seven World Trade Center, 13th Floor,
New York, New York 10048 and the Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Our SEC filings are also available to the public
at the website maintained by the SEC at "http://www.sec.gov." In addition,
GenRad common stock is listed on the New York Stock Exchange under the trading
symbol "GEN" and similar information can be inspected and copied at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.



    The SEC allows us to "incorporate by reference" information that we file
with them, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934:



    - Our Annual Report on Form 10-K for the fiscal year ended January 1, 2000
      (as amended June 26, 2000)



    - Our Quarterly Report on Form 10-Q for the fiscal quarter ended April 1,
      2000



    - Our Quarterly Report on Form 10-Q for the fiscal quarter ended July 1,
      2000.



    - Current Report on Form 8-K filed with the SEC on April 4, 2000



    - Current Report on Form 8-K filed with the SEC on April 27, 2000


                                       2
<PAGE>
    You may request a copy of any and all of these filings and documents at no
cost, by writing or telephoning us at the following address:


                                  GenRad, Inc.
                  Attention: Corporate Relations--Scott Sewall
                            7 Technology Park Drive
                       Westford, Massachusetts 01886-0033
                                 (978) 589-7000


                                  THE COMPANY

    GenRad supplies integrated hardware and software solutions for
manufacturing, testing and servicing microprocessors and other electronic
devices and components. We operate primarily in the United States, western
Europe and southeast Asia. GenRad offers products and services in three core
business areas: Electronic Manufacturing Systems, Advanced Diagnostic Solutions
and GR Software.

    The Company was incorporated in 1915 in the Commonwealth of Massachusetts.
All references to "GenRad," "we," or "us" are to GenRad, Inc. The Company has
its executive offices at 7 Technology Park Drive, Westford, Massachusetts
01886-0033, Telephone: (978) 589-7000.

                                USE OF PROCEEDS

    We are not selling the shares of GenRad common stock offered by the Selling
Stockholder. We will not receive any proceeds from the sale of the common stock
by the Selling Stockholder.

                              SELLING STOCKHOLDER

    The following table sets forth the name of the Selling Stockholder and the
total number of shares of GenRad common stock registered by this registration
statement that he may sell. We issued and sold to the Selling Stockholder on
December 22, 1999, a total of 114,074 shares of GenRad common stock in
connection with GenRad's acquisition of his company. This number of shares
includes 13,689 shares of GenRad common stock which are held in escrow for the
benefit of the Selling Stockholder and which may be released to him on or after
December 22, 2000. The Selling Stockholder is an employee of GenRad, Ltd., a
subsidiary of GenRad. The following table sets forth certain information with
respect to the Selling Stockholder as of December 27, 1999. If required, we will
file a supplement to this prospectus to describe any material changes in the
terms of the offering.

    Because the Selling Stockholder may offer all or only some of the shares, we
cannot determine the number of shares of common stock that the Selling
Stockholder will own after completion of this offering. See "Plan of
Distribution." In addition, the purchase agreement we signed with the Selling
Stockholder restricts him from selling more than 50,000 of the shares in any
week during the first ten weeks following the effectiveness of this registration
statement.

<TABLE>
<CAPTION>
                                                       NUMBER OF       NUMBER OF
                                                         SHARES         SHARES
                                                      BENEFICIALLY     THAT MAY
NAME                                                  OWNED(1)(2)    BE OFFERED(2)
----                                                  ------------   -------------
<S>                                                   <C>            <C>
Peter Coombes(2)....................................     114,074        114,074
</TABLE>

------------------------

(1) To our knowledge, the Selling Stockholder owns less than one percent of the
    number of outstanding shares of GenRad common stock.

(2) Includes 13,689 shares of GenRad common stock, some or all of which may be
    offered from time to time by the Selling Stockholder to the extent that any
    of these additional shares are released from escrow to the Selling
    Stockholder. The escrow agreement was established in connection with our
    acquisition of the Selling Stockholder's company. Any such release is
    currently scheduled to occur on or after December 22, 2000.

(3) The Selling Stockholder is an employee of GenRad, Ltd., a wholly owned
    indirect subsidiary of GenRad.

                                       3
<PAGE>
                              PLAN OF DISTRIBUTION

    The Selling Stockholder may sell all or a portion of the shares of common
stock from time to time in one or more transactions, at fixed offering prices,
which may be changed, or at varying prices determined at the time of sale or by
negotiation. The Selling Stockholder may offer his shares of common stock in one
or more of the following transactions:

    - on any exchange on which the shares are listed, on terms determined at the
      time of sale;

    - in private sales directly or through one or more brokers; and/or

    - beneficially through underwriters, dealers or agents, who may receive
      compensation in the form of underwriting discounts, commissions or
      concessions from the Selling Stockholder and/or the purchasers of the
      shares of GenRad common stock for whom they may act as agent.

    The Selling Stockholder and any broker-dealers, agents or underwriters that
participate with the Selling Stockholder in the distribution of the shares of
common stock may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933. Any profit on the resale of the shares of common stock
and any compensation received by any underwriter, broker/dealer or agent may be
deemed to be underwriting commissions or discounts under the Securities Act of
1933.

    The aggregate proceeds to the Selling Stockholder from the sale of his
shares of common stock will be the purchase price of the shares less discounts
and commissions, if any. In any week during the first ten weeks following the
effectiveness of this registration statement, the Selling Stockholder may not
sell more than 50,000 of his shares.

    The outstanding common stock of GenRad is listed for trading on the NYSE.

    To comply with the securities laws of certain states, if applicable, the
shares of common stock will be sold only through registered or licensed brokers
or dealers. In addition, in certain states the shares of common stock may not be
sold unless they have been registered or qualified for sale or exemption from
the registration or qualification is available.

    We will pay all expenses of this registration, other than selling
commissions and fees.

                          DESCRIPTION OF CAPITAL STOCK


    GenRad has authorized capital stock consisting of 60,000,000 shares of
common stock, par value $1.00 per share. As of August 15, 2000, 29,981,725
shares were outstanding. GenRad also has outstanding from time to time options
to purchase shares of common stock.


    The holders of common stock have no preemptive rights and the common stock
has no redemption, sinking fund or conversion provisions. Each share of common
stock is entitled to one vote on any matter submitted to the vote of
stockholders, to equal dividend rights and to equal rights in the assets of
GenRad available for distribution to the holders of common stock upon
liquidation. All of the outstanding shares of common stock are, and the shares
of common stock to be sold in connection with this offering will be, fully paid
and nonassessable. The payment of dividends on, and the redemption, retirement,
purchase or other acquisition of, common stock by GenRad is currently prohibited
by GenRad's financing agreements.

    BankBoston, N.A. serves as transfer agent for the common stock.

    In accordance with the Massachusetts Business Corporation Law, GenRad's
Board of Directors is divided into three classes with staggered three-year
terms. We believe that a classified Board of Directors helps to assure the
continuity and stability of the Board of Directors and our business strategies
and policies as determined by the Board of Directors, since a majority of the
directors at any

                                       4
<PAGE>
given time will have had prior experience as directors. We believe that this
continuity and stability, in turn, will permit our Board of Directors to
represent more effectively the interests of our stockholders.

    Because we have a classified Board of Directors, at least two annual
meetings of stockholders, instead of one, generally will be required to change
the majority of the Board of Directors. As a result, a provision relating to a
classified Board of Directors may discourage proxy contests for the election of
directors or purchases of a substantial block of the common stock because the
provision could prevent a rapid change in control of the Board of Directors. The
classification provision may also discourage a third party from making a tender
offer or from otherwise attempting to obtain control of GenRad. Under
Massachusetts law, a director on a classified board may be removed by the
stockholders of the corporation only for cause.

    GenRad has elected not to be subject to the 1987 Massachusetts Control Share
Acquisition Act.

                                 LEGAL MATTERS

    The validity of the shares of the common stock will be passed upon for us by
Nutter, McClennen & Fish, LLP, Boston, Massachusetts, our legal counsel.

                                    EXPERTS


    The financial statements as of and for the year ended January 1, 2000
incorporated in this prospectus by reference to the Annual Report on Form 10-K
for the year ended January 1, 2000, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.


                                       5
<PAGE>
                                    PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

    The expenses in connection with the offering to which this registration
statement relates, other than commissions, are to be borne by GenRad and are
estimated as follows:


<TABLE>
<S>                                                           <C>
Securities and Exchange Commission Registration Fee.........  $   503.49
Accounting Fees.............................................  $ 3,000.00
Legal Fees..................................................  $55,000.00
Printing Expenses...........................................  $   100.00
Miscellaneous Expense.......................................  $ 5,000.00
                                                              ----------
      Total.................................................  $63,603.49
                                                              ==========
</TABLE>


ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    GenRad's By-laws, as amended to date, provide for indemnification of
officers and directors to the fullest extent permitted by the laws of the
Commonwealth of Massachusetts.

    Section 67 of Chapter 156B of the Massachusetts General Laws, which is
applicable to GenRad as a Massachusetts corporation, provides as follows:


        "Indemnification of directors, officers, employees and other agents of a
    corporation, and persons who serve at its request as directors, officers,
    employees or other agents of another organization, or who serve at its
    request in any capacity with respect to any employee benefit plan, may be
    provided by it to whatever extent shall be specified in or authorized by
    (i) the articles of organization or (ii) a by-law adopted by the
    stockholders or (iii) a vote adopted by the holders of a majority of the
    shares of stock entitled to vote on the election of directors. Except as the
    articles of organization or By-laws otherwise require, indemnification of
    any persons referred to in the preceding sentence who are not directors of
    the corporation may be provided by it to the extent authorized by the
    directors. Such indemnification may include payment by the corporation of
    expenses incurred in defending a civil or criminal action or proceeding in
    advance of the final disposition of such action or proceeding, upon receipt
    of an undertaking by the person indemnified to repay such payment if he
    shall be adjudicated to be not entitled to indemnification under this
    section which undertaking may be accepted without reference to the financial
    ability of such person to make repayment. Any such indemnification may be
    provided although the person to be indemnified is no longer an officer,
    director, employee or agent of the corporation or of such other organization
    or no longer serves with respect to any such employee benefit plan."


        "No indemnification shall be provided for any person with respect to any
    matter as to which he shall have been adjudicated in any proceeding not to
    have acted in good faith in the reasonable belief that his action was in the
    best interest of the corporation or to the extent that such matter relates
    to service with respect to an employee benefit plan, in the best interests
    of the participants or beneficiaries of such employee benefit plan.

        "The absence of any express provision for indemnification shall not
    limit any right of indemnification existing independently of this section."

        "A corporation shall have power to purchase and maintain insurance on
    behalf of any person who is or was a director, officer, employee or other
    agent of the corporation, or is or was serving at the request of the
    corporation as a director, officer, employee or other agent of another
    organization or with respect to any employee benefit plan, against any
    liability incurred by him in

                                      II-1
<PAGE>
    any such capacity, or arising out of his status as such, whether or not the
    corporation would have the power to indemnify him against such liability."

    GenRad provides officers' and directors' liability insurance for its
officers and directors and has entered into indemnification agreements with each
of its executive officers providing contractual indemnification by GenRad to the
fullest extent permissible under the laws of the Commonwealth of Massachusetts.

    GenRad has agreed to indemnify the Selling Stockholder against certain
liabilities under the Securities Act in connection with this registration
statement.

ITEM 16.  LIST OF EXHIBITS.


<TABLE>
<CAPTION>
EXHIBIT NO.
-----------
<S>                     <C>
 **  2                  Share Purchase Agreement by and between GenRad, Inc. and
                        Peter Coombes dated December 22, 1999
  *  5                  Opinion of Nutter, McClennen & Fish, LLP
  * 23.1                Consent of Price Waterhouse LLP
  * 23.2                Consent of Nutter, McClennen & Fish, LLP (included in
                        Exhibit 5)
 ** 24.1                Power of Attorney (contained on Page II-5)
</TABLE>


------------------------

 *  Filed herewith.


**  Previously filed as an Exhibit on December 29, 1999.


ITEM 17.  UNDERTAKINGS.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 against 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.

    The undersigned 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 of 1933;

               (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.

               (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.

                                      II-2
<PAGE>
        (2) That, for the purpose of determining any liability under the
    Securities Act of 1933, 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;

        (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; and

        (4) That, for purposes of determining any liability under the Securities
    Act of 1933, each filing of the registrant's annual report pursuant to
    Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
    where applicable, each filing of an employee benefit plan's annual report
    pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

                                      II-3
<PAGE>
                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Westford, Massachusetts, on this 18th day of August, 2000.



<TABLE>
<S>                                                    <C>  <C>
                                                       GENRAD, INC.

                                                       By:            /s/ WALTER A. SHEPHARD
                                                            -----------------------------------------
                                                                        Walter A. Shephard
                                                            VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
</TABLE>



    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.



<TABLE>
<CAPTION>
                        NAME                                       TITLE                    DATE
                        ----                                       -----                    ----
<C>                                                    <S>                             <C>
                                                       Vice President, Chief
               /s/ WALTER A. SHEPHARD                    Financial Officer and Clerk
     -------------------------------------------         (Principal Financial Officer  August 18, 2000
                 Walter A. Shephard                      and Principal Accounting
                                                         Officer)

               /s/ ROBERT M. DUTKOWSKY
     -------------------------------------------       President and Chief Executive   August 18, 2000
                 Robert M. Dutkowsky                     Officer, Director

                          *
     -------------------------------------------       Director                        August 18, 2000
                William S. Antle, III

                          *
     -------------------------------------------       Director                        August 18, 2000
                 Russell A. Gullotti

                          *
     -------------------------------------------       Director                        August 18, 2000
                 Lowell B. Hawkinson

                          *
     -------------------------------------------       Director                        August 18, 2000
                 William G. Scheerer
</TABLE>


                                      II-4
<PAGE>


<TABLE>
<CAPTION>
                        NAME                                       TITLE                    DATE
                        ----                                       -----                    ----
<C>                                                    <S>                             <C>
                          *
     -------------------------------------------       Director                        August 18, 2000
                  Adriana Stadecker

                          *
     -------------------------------------------       Director                        August 18, 2000
                      Ed Zschau

               /s/ WALTER A. SHEPHARD
     -------------------------------------------

*  Signed by Walter A. Shephard, ATTORNEY-IN-FACT
</TABLE>


                                      II-5