<PAGE>
As filed with the Securities and Exchange Commission on March 31, 2000
Registration No. 333-______
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
inTEST CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 22-2370659
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 Pin Oak Lane
Cherry Hill, New Jersey 08003
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(Address of principal executive offices) (Zip Code)
1998 INCENTIVE AND NON-STATUTORY
STOCK OPTION PLAN AND
VARIOUS WRITTEN COMPENSATION CONTRACTS
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(Full title of the plan)
ROBERT E. MATTHIESSEN
President and Chief Executive Officer
inTEST Corporation
2 Pin Oak Lane
Cherry Hill, New Jersey 08003
(856) 424-6886
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to: PATRICIA A. GRITZAN, ESQUIRE
Saul, Ewing, Remick & Saul LLP
1500 Market Street
Centre Square West, 38th Floor
Philadelphia, Pennsylvania 19102
(215) 972-7777
__________________________________________________
See next page for calculation of registration fee.
__________________________________________________
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered(1) Per Share(2) Price Fee(3)
- --------------------- ------------- -------------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, Par
Value $0.01 Per Share 50,875 $4.06 $206,553 $ 54.53
Common Stock, Par
Value $0.01 Per Share 27,628 $4.44 122,668 32.38
Common Stock, Par
Value $0.01 Per Share 47,983 $3.79 181,856 48.01
Common Stock, Par
Value $0.01 Per Share 49,200 $0.02 984 .26
------- -------- -------
TOTAL 175,686 $512,061 $135.18
======= ======== =======
</TABLE>
(1) Represents shares issuable to employees pursuant to options
issued under the 1998 Incentive and Non-Statutory Stock Option
Plan (the "Plan") and the various written compensation
contracts.
(2) The proposed maximum offering price per share is the price at
which the options may be exercised.
(3) The registration fee with respect to these shares has been
computed in accordance with paragraph (h) of Rule 457.
2
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. <F1>
Item 2. Registrant Information and Employee Plan Annual Information. <F1>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in clauses (a) through (c) below are
incorporated herein by this reference thereto, and all documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Act"),
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by this reference in
this Registration Statement and to be a part hereof from the date of filing
of such documents.
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 filed on March 30, 2000.
(b) The Registrant's Current Report on Form 8-K filed on March 20,
2000.
(c) The description of the Common Stock contained in the
registration statement filed by the Registrant to register such securities
under Section 12 of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<F1> The information called for in Part I of this registration statement
will be sent or given to each holder of an option issued under the
1998 Incentive and Non-Statutory Stock Option Plan (the "Stock Plan")
as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Pursuant to the Note to Part 1 of
of Form S-8, the documents containing the information specified in
Part I are not filed with this registration statement.
3
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Item 6. Indemnification of Directors and Officers.
Article VI of the Registrant's Bylaws provides that the Registrant
shall indemnify its directors and officers to the fullest extent permitted
by the General Corporation Law of the State of Delaware ("DGCL"). The
Bylaws require the Registrant, among other things, to indemnify such
directors and officers against certain liabilities that may arise by reason
of their status or service as directors or officers, to advance expenses to
them as they are incurred, provided that they undertake to repay the amount
advanced if it is ultimately determined by a court that they are not
entitled to indemnification, and to obtain directors' and officers'
liability insurance, if available on reasonable terms. The Bylaws require
the Registrant to indemnify an officer or director in connection with a
proceeding (or part thereof) initiated by such officer or director only if
the initiation of such proceeding was authorized by the Board of Directors.
Reference is made to Section 145 of the DGCL which provides for
indemnification of directors and officers in certain circumstances. The
Registrant has obtained an insurance policy which will entitle the
Registrant to be reimbursed for certain indemnity payments it is required
or permitted to make to its directors and officers.
Article IX of the Registrant's Certificate of Incorporation provides
that a director of the Registrant shall not be personally liable to the
Registrant or its stockholders for monetary damages for breach of his or
her fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Registrant or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for willful or negligent
conduct in paying dividends or repurchasing stock out of other than
lawfully available funds, or (iv) for any transaction from which the
director derives an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed with, or incorporated
by reference into, this Registration Statement:
4 Specimen copy of Common Stock Certificate (filed as Exhibit
4.1 to the Registrant's Registration Statement on Form S-1,
Commission Fle No. 333-26457, incorporated herein by
Reference)
5 Opinion of Saul, Ewing, Remick & Saul LLP
23.1 Consent of KPMG LLP
23.2 Consent of Saul, Ewing, Remick & Saul LLP (contained in Exhibit
No. 5)
24 Power of Attorney (included on signature page of the
Registration Statement)
4
<PAGE>
Item 9. Undertakings.
(a) 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. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b), if in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 the information required by paragraphs
(a)(1)(i) and (a)(1)(ii) is not required to be filed if the
information required by such sections is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Act.
(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.
5
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(b) The undersigned Registrant hereby undertakes 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 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.
(c) 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 liability (other than 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 Act and will be governed by the final adjudication of such
issue.
6
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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-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunder duly authorized, in the Township of Cherry Hill, State of New
Jersey, on March 31, 2000.
inTEST CORPORATION
By: /s/ Robert E. Matthiessen
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Robert E. Matthiessen, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby makes, constitutes and appoints Robert E. Matthiessen
and Hugh T. Regan, Jr., and each of them, with full power to act without
the other, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign any and all amendments to this
Registration Statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be
done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or any substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Signature Date
--------- ----
/s/ Alyn R. Holt March 31, 2000
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Alyn R. Holt
Chairman
/s/ Robert E. Matthiessen March 31, 2000
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Robert E. Matthiessen
President and Chief Executive Officer
(principal executive officer)
7
<PAGE>
/s/ Douglas W. Smith March 31, 2000
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Douglas W. Smith
Executive Vice President, Chief Operating
Officer and Director
/s/ Daniel J. Graham March 31, 2000
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Daniel J. Graham
Vice Chairman, Senior Vice President and
Director
/s/ Hugh T. Regan, Jr. March 31, 2000
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Hugh T. Regan, Jr.
Chief Financial Officer, Treasurer and
Secretary (principal accounting and
financial officer)
/s/ Richard O. Endres March 31, 2000
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Richard O. Endres
Director
/s/ Stuart F. Daniels March 31, 2000
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Stuart F. Daniels
Director
/s/ Gregory Slayton March 31, 2000
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Gregory Slayton
Director
/s/ James J. Greed, Jr. March 31, 2000
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James J. Greed, Jr.
Director
/s/ William M. Stone March 31, 2000
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William M. Stone
Director
8
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EXHIBIT INDEX
Exhibit No. Exhibit
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4 Specimen copy of Common Stock Certificate (filed as
Exhibit 4.1 to the Registrant's Registration Statement
on Form S-1, Commission File No. 333-26457, incorporated
herein by reference)
5 Opinion of Saul, Ewing, Remick & Saul LLP
23.1 Consent of KPMG LLP
23.2 Consent of Saul, Ewing, Remick & Saul LLP (contained in
Exhibit No. 5)
24 Power of Attorney (included on signature page of the
Registration Statement)
EXHIBIT 5
[LETTERHEAD OF SAUL, EWING, REMICK & SAUL LLP]
March 31, 2000
inTEST Corporation
2 Pin Oak Lane
Cherry Hill, NJ 08003
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") of inTEST Corporation, a Delaware corporation (the "Company"),
to be filed with the Securities and Exchange Commission covering the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 175,686 shares of common stock, par value $0.01 per share, of the
Company (the "Shares").
We have examined the Registration Statement, the Certificate of
Incorporation and By-laws of the Company and such records, certificates and
other documents as we have considered necessary or appropriate for the
purposes of this Opinion.
Based on the foregoing, it is our opinion that:
1. the Company is duly organized, validly existing and in good
standing under the laws of the Commonwealth of Delaware; and
2. the Shares to be issued in accordance with the terms described
in the Registration Statement have been duly authorized and, when issued in
accordance with the terms described in the Registration Statement, will be
validly issued, fully paid and non-assessable.
We hereby consent to use of our name in the Registration Statement as
counsel who will pass upon the legality of the Shares for the Company and as
having prepared this opinion as an exhibit to the Registration Statement.
In giving the foregoing consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/Saul, Ewing, Remick & Saul LLP
---------------------------------
EXHIBIT 23.1
Consent of Independent Accountants
[LETTERHEAD OF KPMG LLP]
The Board of Directors
inTEST Corporation:
We consent to the incorporation by reference herein of our report dated
February 23, 2000, relating to the consolidated balance sheets of inTEST
Corporation and subsidiaries as of December 31, 1999 and 1998, and the
related consolidated statements of earnings, comprehensive earnings,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1999 and the related consolidated financial
statement schedule, which report appears in the December 31, 1999 annual
report on Form 10-K of inTEST Corporation.
KPMG LLP
Philadelphia, Pennsylvania
March 30, 2000
