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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 9, 2000
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inTEST Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-22529 22-2370659
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
2 Pin Oak Lane, Cherry Hill, New Jersey 08003
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (856)424-6886
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 9, 2000, inTEST Corporation acquired Temptronic Corporation,
a Massachusetts corporation. Under the terms of the Amended and
Restated Agreement and Plan of Merger and Reorganization, which
was signed on January 4, 2000, Temptronic merged with and into
a wholly-owned subsidiary of inTEST.
In the merger, inTEST issued 2,046,973 shares of its common stock
to the former Temptronic shareholders. Of that amount, 1,842,139
shares were issued to the former Temptronic shareholders and
204,654 shares are to be held in escrow for one year. After one
year, the shares held in escrow will be distributed to the former
Temptronic shareholders, less any shares used to satisfy any
claims by inTEST that Temptronic breached its representations and
warranties under the merger agreement.
The consideration paid for the Temptronic shares was determined
in negotiations between inTEST's management and that of
Temptronic, and was based upon managements' perceptions of the
relative value of the businesses to the combined entity. Janney
Montgomery Scott LLC rendered an opinion as to the fairness, from
a financial point of view, of the exchange ratio.
Prior to the acquisition, there was no material relationship
between Temptronic and inTEST. In connection with the
acquisition, James J. Greed, Jr. and William M. Stone, who were
directors of Temptronic, became directors of inTEST. Mr. Stone
will continue as President and Chief Executive Officer of the
subsidiary of inTEST into which Temptronic was merged.
Temptronic designs, manufactures and sells high performance
temperature management systems used in the testing of semiconductors.
Temptronic's products enable a manufacturer to test semiconductor
wafers and integrated circuits over a variety of temperatures ranging
from -65 degrees Celsius to +400 degrees Celsius. Temptronic's
business is complimentary to inTEST, and inTEST believes that the
combined organization will be able to capitalize on synergistic
opportunities in product development, marketing and distribution.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial Statements of Business Acquired:
The financial statements required by this Item will be
filed by an amendment to this report filed not later than
May 8, 2000.
(b) Pro Forma Financial Information:
The pro forma financial statements required by this Item
will be filed by an amendment to this report filed not
later than May 8, 2000.
(c) Exhibits:
2. Amended and Restated Agreement and Plan of Merger and
Reorganization by and among Temptronic Corporation, a
Massachusetts corporation, inTEST Corporation, a
Delaware corporation and Temptronic Corporation, a
Delaware corporation, dated January 4, 2000.
(Previously filed by inTEST as an exhibit to its
Joint Proxy Statement/Prospectus, effective
February 4, 2000, Registration No. 333-96237.)
99. Press Release, dated March 10, 2000
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
inTEST CORPORATION
By: /s/ Hugh T. Regan, Jr.
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Hugh T. Regan, Jr.
Treasurer, Chief Financial Officer
and Secretary
Date: March 20, 2000
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EXHIBIT INDEX
2. Amended and Restated Agreement and Plan of Merger and
Reorganization by and among Temptronic Corporation, a
Massachusetts corporation, inTEST Corporation, a
Delaware corporation and Temptronic Corporation, a
Delaware corporation, dated January 4, 2000.
(Previously filed by inTEST as an exhibit to its
Joint Proxy Statement/Prospectus, effective
February 4, 2000, Registration No. 333-96237.)
99. Press Release, dated March 10, 2000
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EXHIBIT 99
inTEST CORPORATION ANNOUNCES MERGER WITH TEMPTRONIC CORPORATION
CHERRY HILL, NEW JERSEY - March 10, 2000: inTEST
Corporation (NASDAQ:INTT), a leader in the design and manufacture
of mechanical interface solutions for the semiconductor industry,
today announced that it completed a merger with Temptronic
Corporation, located in Newton, Massachusetts. Temptronic was
founded in 1970 and was privately held. It is a leader in the
design and manufacture of on-site temperature management systems
used in the testing of semiconductors and other electronic
products.
Temptronic Corporation has become a wholly-owned subsidiary
of inTEST Corporation. William M. Stone will remain as President
and CEO of Temptronic and will become a member of the Board of
Directors of inTEST. In addition, James Greed, former President
of VLSI Standards, Inc. of San Jose, CA (a leading supplier of
calibration standards to the semiconductor and related
industries) and a former member of the Temptronic Board of
Directors will join the Board of Directors of inTEST.
Robert E. Matthiessen, President and CEO of inTEST
commented, "We are proud to have the professional and talented
Temptronic team join the inTEST family. Historically,
Temptronic has been known for supplying quality thermal
conditioning systems to the semiconductor industry. Today,
Temptronic is in the process of introducing a completely new line
of thermal conditioning products that we believe will raise the
standard in the industry. As thermal control of wafers during
wafer probe becomes more prevalent, we feel that Temptronic is
well positioned to become the leading supplier of thermal chucks
to the wafer prober industry."
William M. Stone, President and CEO of Temptronic added,
"Temptronic's shareholders, management and employees are very
pleased with the merger. As a subsidiary of inTEST, Temptronic
is now better positioned to accelerate its new product and
manufacturing developments for the recently introduced Titan
ThermoChuck systems and X-Stream ThermoStreams. We also believe
that the combination of the Temptronic product lines with
inTEST's worldwide sales and service organization and other joint
marketing strategies will offer new growth opportunities."
Temptronic Corporation's temperature systems are used to
test semiconductor wafers and other electronic components over
temperatures ranging from -65 degrees Celsius to +400 degrees
Celsius. Temptronic is headquartered in Newton, Massachusetts
and has manufacturing facilities in Newton and San Diego,
California and a sales and service office in the UK.
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inTEST Corporation is a leader in the design and manufacture
of docking hardware, test head manipulators, and tester
interfaces which are used with automatic test equipment (ATE) by
semiconductor manufacturers during the testing of wafers and
packaged devices. The Company also designs and markets related
ATE interface products including high performance test sockets
and interface boards. Headquartered in Cherry Hill, New Jersey,
the Company has manufacturing facilities in New Jersey,
California, the UK, and Singapore and design, sales, service and
support offices in New Jersey, California, Arizona, Texas,
Oregon, the UK, Japan and Singapore.
Information contained in this press release contains
forward-looking statements, which can be identified by the use of
future tense or forward-looking terminology such as "believe,"
"become," and "offer." Various risks and uncertainties could
cause the actual results to vary materially from those contained
in such forward-looking statements including inTEST's ability to
integrate the operations of Temptronic and achieve operating
efficiencies associated with the acquisition. Such forward-
looking statements are subject to other risks and uncertainties,
which are detailed, or may be detailed in the future, in inTEST's
filings with the Securities and Exchange Commission, including
the Registration Statement on Form S-4 filed on February 4, 2000
and any subsequent filings.
