<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1999 or
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
----------------- -----------------
Commission file number: 0-22529
inTEST Corporation
- -----------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 22-2370659
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(State or other Jurisdiction (I.R.S. Employer Identification No.)
Incorporation or Organization)
2 Pin Oak Lane, Cherry Hill, NJ 08003
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: 856-424-6886
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par
value $.01 per share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. / /
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant computed by reference to the closing price of
such stock on March 22, 2000 as quoted on the Nasdaq National Market system
was $90,354,167.
The number of shares outstanding of the Registrant's Common Stock, as of March
22, 2000 is 8,582,827.
<PAGE>
This Form 10-K/A is being filed to amend the Form 10-K filed by inTEST on
March 30, 2000 to include the information required in Items 10-13.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Our by-laws provide that our board of directors shall consist of not less
than five directors, as determined by the board, and that each director shall
hold office until the next annual meeting of stockholders and until a
successor shall be duly elected and qualified. The present number of
directors constituting the entire board is nine.
Biographical
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The names of the persons serving as our directors and officers are listed
below, together with their ages and other biographical information as of March
31, 2000.
<TABLE>
<CAPTION>
Name Age Position
- --------------------------- --- ----------------------------------
<S> <C> <C>
Robert E. Matthiessen 55 President, Chief Executive Officer
and Director
Hugh T. Regan, Jr. 40 Treasurer, Secretary and
Chief Financial Officer
Douglas W. Smith 50 Executive Vice President, Chief
Operating Officer and Director
Daniel J. Graham 53 Vice Chairman, Senior Vice President
and Director
Jack R. Edmunds 59 Vice President of Operations
Jerome R. Bortnem 47 Vice President of Sales and Marketing
William M. Stone 58 President and Chief Executive Officer
of Temptronic Corporation and Director
Alyn R. Holt 62 Chairman
Richard O. Endres 74 Director
Stuart F. Daniels, Ph.D. 59 Director
Gregory W. Slayton 40 Director
James J. Greed, Jr. 61 Director
</TABLE>
Robert E. Matthiessen was elected Chief Executive Officer of inTEST in August
1998. He was elected President and a director of inTEST in February 1997.
Mr. Matthiessen served as Chief Operating Officer of inTEST from December 1997
until August 1998. Prior to that, Mr. Matthiessen served as Executive Vice
President since joining inTEST in October 1984. He has over 25 years
experience in the ATE industry, including various positions in general
management, marketing management and engineering management.
2
<PAGE>
Hugh T. Regan, Jr. has served as inTEST's Treasurer and Chief Financial
Officer since joining inTEST in April 1996 and was elected Secretary in
December 1999. From 1985 to April 1996, Mr. Regan served in various financial
capacities for Value Property Trust, a publicly traded real estate investment
trust, including Vice President of Finance from 1989 to September 1995 and
Chief Financial Officer from September 1995 until April 1996. Mr. Regan has
over 14 years of financial management experience.
Douglas W. Smith was elected Executive Vice President, Chief Operating Officer
and a director of inTEST in August 1998. Mr. Smith founded and served as
President of TestDesign Corporation, a California corporation engaged in the
manufacture of tester interface products, which was acquired by inTEST in
August 1998. Mr. Smith founded TestDesign Corporation in February 1985. Mr.
Smith has over 19 years of experience in the ATE industry, including various
positions in engineering management, sales management and general management.
Daniel J. Graham is a co-founder of inTEST and has served as Senior Vice
President and a director of inTEST since June 1988. Mr. Graham was elected
Vice Chairman of inTEST in October 1998. Mr. Graham has over 25 years
industrial experience involving the development of software and hardware
systems for ATE.
Jack R. Edmunds has served as inTEST's Vice President of Operations since
October 1998 and as Director of Operations from September 1987 to October
1998. He has over 20 years of experience in the ATE industry, including
various positions in operations management, marketing management, engineering
and sales.
Jerome R. Bortnem has served as inTEST's Vice President of Sales and Marketing
since August 1998 and as Western Regional Sales Manager from August 1993 to
August 1998. Mr. Bortnem has over 15 years experience in the ATE industry,
including various positions in engineering, marketing and sales.
William M. Stone has served as a director of inTEST since our acquisition of
Temptronic in March 2000. He also serves as President and Chief Executive
Officer of Temptronic. Mr. Stone joined Temptronic in May 1997 as Director of
Engineering and became Senior Vice President and Chief Operating Officer in
October 1998. He was appointed President and Chief Executive Officer in
August 1999 and became a director of Temptronic in November 1999. From
November 1995 to May 1997, Mr. Stone served as Director of Engineering and
Operations for the Technic Equipment Division of Technic Corporation. From
December 1994 to November 1995, he served as Director of Engineering for
Gerber Optical, a subsidiary of Gerber Scientific Corporation.
Alyn R. Holt is a co-founder of inTEST and has served as Chairman since
inTEST's inception in September 1981. Mr. Holt served as Chief Executive
Officer of inTEST from September 1981 to August 1998. Mr. Holt has over 35
years experience in the ATE industry, including various positions in general
management, marketing management and engineering management.
3
<PAGE>
Richard O. Endres has served as a director of inTEST since April 1982. Since
1976, he has served as President of VRA, Inc., which provides business
planning and financial services for technology based companies. Mr. Endres
has over 40 years of experience in the ATE industry and was engaged in early
transistor circuit development and computer memory research at RCA's David
Sarnoff Research Center.
Stuart F. Daniels, Ph.D. is a co-founder of inTEST and served as Vice
President and a director in 1982 and was reappointed as a director in April
1997. In March 1996, Dr. Daniels founded The Daniels Group, which is engaged
in technology transfer and license consulting. From 1980 to December 1995,
Dr. Daniels held several management positions with Siemens Corporate Research,
Inc., a subsidiary of Siemens Corporation.
Gregory W. Slayton has served as a director of inTEST since August 1998.
Since December 1997, Mr. Slayton has been the President, Chief Executive
Officer and a director of ClickAction Inc., a publicly traded company that
develops small business software. From March 1996 to July 1997, Mr. Slayton
was President, Chief Operating Officer and a director of ParaGraph
International, a privately held internet tools company. From December 1995 to
March 1996, Mr. Slayton served as President and Chief Executive Officer of
Velocity, Inc., a privately held CD-gaming company. Mr. Slayton co-founded
Worlds, Inc., an internet technology company, in August 1994 and served as its
Senior Vice President and Chief Financial Officer from its inception to
November 1995.
James J. Greed, Jr. has served as a director of inTEST since our acquisition
of Temptronic in March 2000. From April 1991 to December 1999, Mr. Greed was
President of VLSI Standards, Inc., a leading supplier of calibration standards
to the semiconductor and related industries. Following his retirement from
VLSI, Mr. Greed founded Foothill Technology, a consulting firm, and has served
as its President since its inception. Hakuto Co., Ltd. of Japan, the parent
company of Hakuto America Holdings, Inc., a principal stockholder of inTEST,
is a client of Foothill Technology. From July 1992 through December 1999, Mr.
Greed also served on the board of directors of Semiconductor Equipment and
Materials International ("SEMI"), an international trade association, serving
as chairman for the 1996-1997 term and chairman of its International Standards
Committee since 1994. In January 2000, SEMI engaged Mr. Greed to coordinate
an effort by semiconductor equipment manufacturers to develop a coordinated
international assessment of, and response to, the recently published
International Technology Roadmap for Semiconductors.
Agreements Regarding Selection of Directors or Nominees
- -------------------------------------------------------
Under the terms of the Amended and Restated Agreement and Plan of Merger
and Reorganization dated as of January 4, 2000, pursuant to which Temptronic
was merged into one of our wholly-owned subsidiaries, we agreed that, prior to
the closing of the merger, Messrs. Greed and Stone would be elected as
directors, and that, for a period of two years following the closing of the
merger, we will nominate Messrs. Greed and Stone for re-election at each
annual meeting of our stockholders or special meeting held in lieu of an
annual meeting and recommend their re-election.
4
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to the
compensation paid by us for services rendered during the years ended December
31, 1997, 1998 and 1999, to our chief executive officer and four most highly
compensated executive officers whose total annual salary and bonus exceeded
$100,000 during the year ended December 31, 1999 (each a "named executive
officer"):
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
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Securities
Name and Other Annual Underlying All Other
Principal Position Year Salary Bonus Compensation Options(#) Compensation
- ------------------------- ---- -------- ----- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Alyn R. Holt 1999 $251,582 $ -- $ 5,602(1) -- $ 69,565(2)
Chairman 1998 226,238 -- 53,264(1) -- 65,661(2)
1997 198,010 -- 53,675(1) -- 137,117(2)
Robert E. Matthiessen 1999 $181,994 $ -- $ 5,602(3) -- $ 66,208(4)
President, Chief Executive 1998 171,576 -- 5,320(3) -- 53,778(4)
Officer and Director 1997 135,914 -- 8,577(3) -- 6,240(4)
Douglas W. Smith 1999 $155,260 $ -- $ 8,630(5) -- $ 4,998(6)
Executive Vice President, 1998 56,250(7) -- - -- 3,874(6)
Chief Operating Officer 1997 - -- - -- -
and Director
Daniel J. Graham 1999 $136,850 $ -- $ 7,882(8) -- $ 6,888(9)
Vice Chairman, Senior Vice 1998 126,704 -- 12,862(8) -- 7,132(9)
President and Director 1997 112,040 -- 19,088(8) -- 32,077(9)
Hugh T. Regan, Jr. 1999 $128,492 $ -- $ 5,602(10) -- $ 5,996(11)
Treasurer, Secretary and 1998 118,974 -- 2,533(10) -- 6,240(11)
Chief Financial Officer 1997 95,400 -- 2,348(10) -- 6,240(11)
</TABLE>
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(1) Includes $5,602, $5,320 and $4,931 for group health insurance in 1999,
1998 and 1997, respectively; $24,059 and $9,728 for company paid personal
travel in 1998 and 1997, respectively; $22,688 for the annual lease value
of an automobile for Alyn R. Holt in 1998 and $30,896 for the lease of
automobiles for Alyn R. and Connie E. Holt in 1997; and $1,197 and $6,720
for use of company staff time for personal matters in 1998 and 1997,
respectively.
5
<PAGE>
(2) Includes $4,636, $4,847 and $4,847 for premiums paid on life insurance
for Mr. Holt in 1999, 1998 and 1997, respectively; $4,750, $4,750 and
$4,750 for matching contributions to Mr. Holt's 401(k) Plan account in
1999, 1998 and 1997, respectively; and $60,179, $56,064 and $127,520 for
serving as a director of inTEST Limited and inTEST Kabushiki Kaisha in
1999, 1998 and 1997, respectively.
(3) Includes $3,646 for the annual lease value of an automobile for Mr.
Matthiessen in 1997; and $5,602, $5,320 and $4,931 for group health
insurance in 1999, 1998 and 1997, respectively.
(4) Includes $1,279, $1,490 and $1,490 for premiums paid on life insurance
for Mr. Matthiessen in 1999, 1998 and 1997, respectively; $4,750, $4,750
and $4,750 for matching contributions to Mr. Matthiessen's 401(k) Plan
account in 1999, 1998 and 1997, respectively; and $60,179 and $47,538 for
serving as a director of inTEST Limited and inTEST Kabushiki Kaisha in
1999 and 1998, respectively.
(5) Represents amount paid for group health insurance in 1999.
(6) Includes $1,248 and $124 for premiums paid on life insurance for Mr.
Smith in 1999 and 1998, respectively; and $3,750 and $3,750 for matching
contributions to Mr. Smith's 401(k) Plan account in 1999 and 1998,
respectively.
(7) Represents salary paid from August 3, 1998, the date Mr. Smith was
elected as an officer of inTEST.
(8) Includes $5,375 and $10,750 for the annual lease value of an automobile
for Mr. Graham in 1998 and 1997, respectively; and $7,882, $7,487 and
$6,938 for group health insurance in 1999, 1998 and 1997, respectively.
(9) Includes $2,138, $2,382 and $2,382 for premiums paid on life insurance
for Mr. Graham in 1999, 1998 and 1997, respectively; $4,750, $4,750 and
$4,750 for matching contributions to Mr. Graham's 401(k) Plan account in
1999, 1998 and 1997, respectively; and $24,945 for serving as a director
of inTEST Limited in 1997.
(10) Includes $5,602, $2,533 and $2,348 for group health insurance for Mr.
Regan in 1999, 1998 and 1997, respectively.
(11) Includes $1,246, $1,490 and $1,490 for premiums paid on life insurance
for Mr. Regan in 1999, 1998 and 1997, respectively; and $4,750, $4,750
and $4,750 for matching contributions to Mr. Regan's 401(k) Plan account
in 1999, 1998 and 1997, respectively.
(12) Includes (i) the grant of options to purchase 20,000 shares of common
stock and (ii) the repricing of options to purchase 30,000 shares.
6
<PAGE>
The following table sets forth information regarding the exercise of stock
options and the value of any unexercised stock options of each of the named
executive officers, who exercised or held options, during the fiscal year
ended December 31, 1999:
Aggregated Option Exercises in 1999 and December 31, 1999 Option Values
-----------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of Shares Value of Unexercised
Shares Underlying Unexercised In-the-Money Options at
Acquired Options At 12/31/99 12/31/99 (1)
on Value -------------------------- --------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Hugh T. Regan, Jr. 0 $0 16,000 34,000 $199,000 $436,000
- ------------
(1) Based upon the closing price for our common stock as reported on the
Nasdaq National Market System on December 31, 1999 of $18.00 less the
exercise price.
Employment Agreements
- ---------------------
There were no employment agreements in effect for any of the named
executive officers during the year ended December 31, 1999.
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
The Compensation Committee consisted of Dr. Daniels and Messrs. Endres,
Holt and Slayton during 1999. Mr. Holt serves as an executive officer of
inTEST. Dr. Daniels provides us with consulting services relating to
intellectual property matters. In connection with such services, Dr. Daniels
was paid fees totaling $66,400 during 1999.
Director Compensation
- ---------------------
We pay our non-employee directors a quarterly retainer of $2,500, a fee of
$2,000 per board meeting and a fee of $1,000 per committee meeting that falls
on a day other than a board meeting. In addition, we reimburse non-employee
directors for travel expenses and other costs associated with attending board
or committee meetings. We do not pay additional cash compensation to our
officers who also serve as directors. However, officers who serve as
directors of our foreign subsidiaries receive compensation as approved each
year by such subsidiary's board of directors.
7
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 2000 (unless otherwise
indicated), the number and percentage of shares of our common stock which,
according to information supplied to us or filed with the Securities and
Exchange Commission, are beneficially owned by: (i) each person who
beneficially owns more than 5% of the common stock; (ii) each of our
directors, individually; (iii) each of our named executive officers; and (iv)
all of our directors and executive officers as a group.
Percentage ownership in the following table is based on 8,582,827 shares
of common stock outstanding as of March 31, 2000. We have determined
beneficial ownership in the table in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by any person and the percentage ownership of that person,
we have deemed shares of common stock subject to options or warrants held by
that person that are currently exercisable or will become exercisable within
60 days of March 31, 2000 to be outstanding. However, we have not deemed
these shares to be outstanding for computing the percentage ownership of any
other person. To our knowledge, except as set forth in the footnotes below,
each stockholder identified in the table possesses sole voting and investment
power with respect to all shares of common stock shown as beneficially owned
by such stockholder.
</TABLE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially Owned
As of Percent of
Name of Beneficial Owner March 31, 2000 Class
- ------------------------ ------------------ ----------
<S> <C> <C>
Directors and Officers:
Robert E. Matthiessen (1) 127,037 1.5%
Hugh T. Regan, Jr. (2) 22,100 *
Douglas W. Smith (3) 593,750 6.9%
Daniel J. Graham (4) 346,560 4.0%
Alyn R. Holt (3)(5) 1,726,683 20.1%
Richard O. Endres (6) 139,697 1.6%
Stuart F. Daniels, Ph.D. (7) 15,282 *
Gregory W. Slayton (8) 31,250 *
James J. Greed, Jr. 0 *
William M. Stone (9) 16,552 *
All directors and executive officers as a group
(12 individuals) (10) 3,077,588 35.7%
Five Percent Stockholders:
FMR Corp. (11) 650,000 7.6%
Wellington Management Co. LLP (12) 604,000 7.0%
Brinson Partners, Inc. (13) 457,815 5.3%
Temptronic Corporation Equity Participation Trust (14) 665,157 7.7%
Hakuto America Holdings, Inc. (15) 647,500 7.5%
</TABLE>
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* Denotes less than one percent of class.
8
<PAGE>
(1) Includes 62,618 shares owned by Mr. Matthiessen's spouse and 2,000
shares owned by Mr. Matthiessen's child. Mr. Matthiessen disclaims
beneficial ownership of the shares owned by his spouse and child.
(2) Includes 16,000 shares subject to options exercisable by May 30, 2000.
(3) The address of the stockholder is: c/o inTEST, 2 Pin Oak Lane, Cherry
Hill, New Jersey 08003.
(4) Includes 31,000 shares owned by Mr. Graham's spouse and 4,300 shares
owned by Mr. Graham's child. Mr. Graham disclaims beneficial ownership
of the shares owned by his spouse and child.
(5) Includes 150,427 shares owned by Mr. Holt's spouse. Mr. Holt disclaims
beneficial ownership of the shares owned by his spouse.
(6) Includes 10,000 shares owned by Mr. Endres' spouse and 500 shares held
by a corporation of which Mr. Endres is a stockholder and over which Mr.
Endres shares investment control.
(7) Includes 4,000 shares subject to options exercisable by May 30, 2000.
(8) Includes 3,600 shares owned by The Slayton Family Foundation of which
Mr. Slayton is the president.
(9) Includes 9,250 shares subject to options exercisable by May 30, 2000
and 2,677 shares held by the employee stock ownership plan for the
benefit of Mr. Stone.
(10) Includes 41,250 shares subject to options exercisable by May 30, 2000.
(11) According to a Schedule 13G/A filed with the SEC on February 11, 2000,
as of December 31, 1999, Fidelity Management & Research Company, a
wholly-owned subsidiary of FMR Corp. is the beneficial owner of 650,000
shares, referred to in this paragraph as the Fidelity shares, of the
common stock as a result of acting as investment adviser to various
investment companies registered under Section 8 of the Investment
Company Act of 1940, including Fidelity Low-Priced Stock Fund, owner of
650,000 of the Fidelity shares. The address or principal business
office of each of Fidelity Management & Research, FMR and Fidelity
Low-Priced Stock Fund is 82 Devonshire Street, Boston, MA 02109.
Edward C. Johnson 3d, Chairman of FMR, and Abigail P. Johnson, Director
of FMR and other members of the Edward C. Johnson 3d family and trusts
for their benefit, through their ownership of voting common stock of FMR
and the execution of a stockholders' voting agreement, may be deemed,
under the Investment Company Act of 1940, to form a controlling group
with respect to FMR. Edward C. Johnson 3d, FMR, Fidelity Low-Priced
Stock Fund and the other investment companies owning Fidelity shares
each has sole power to dispose of the Fidelity shares owned by it.
Neither FMR nor Edward C. Johnson 3d has the sole power to vote or
direct the voting of the shares owned by Fidelity Low-Priced Stock
Fund, which power resides with, and is directed by, the Board of
Trustees of Fidelity Low-Priced Stock Fund.
9
<PAGE>
(12) According to a Schedule 13G/A filed with the SEC on February 11, 2000,
as of December 31, 1999, Wellington Management Co. LLP is an investment
advisor registered under Section 203 of the Investment Advisors Act of
1940 and a parent holding company. Wellington Management as investment
adviser may be deemed to beneficially own 604,000 shares of the common
stock which are held of record by clients of Wellington Management.
Wellington Management's principal business office is located at 75
State Street, Boston, MA 02109.
(13) According to a Schedule 13G/A filed with the SEC on February 10, 2000,
as of December 31, 1999, Brinson Partners, Inc. an investment adviser
registered under Section 203 of the Investment Advisors Act of 1940,
and UBS AG, a Bank as defined in Section 3(a)(6) of the Exchange Act,
report beneficial ownership of the 457,815 shares. Brinson Partners is
an indirect wholly-owned subsidiary of UBS AG. Brinson Partners'
principal business office is located at 209 South LaSalle, Chicago,
IL 60604-1295; UBS AG's principal business office is located at
Bahnhofstrasse 45 8021, Zurich, Switzerland.
(14) Includes shares of common stock held by the Temptronic Corporation
Equity Participation Trust (Temptronic's employee stock ownership plan)
in a fiduciary capacity for employees of Temptronic. Shares held by
the trust are allocated to employees of Temptronic annually based on
each employee's salary. Temptronic employees' interests in the plan
begin to vest after three years of employment and become fully vested
after seven years of employment. With respect to shares held by the
trust which are allocated to participants, the trustees must vote such
shares in accordance with instructions from the participants. If no
instructions are received, the trustees have a fiduciary duty to vote
such shares in a manner consistent with their duties as fiduciaries
under the Employee Retirement Income Security Act of 1974, as amended,
or ERISA. With respect to shares held by the trust which are not
allocated to participants, the trustees have the duty to vote such
shares in a manner consistent with their duties as ERISA fiduciaries.
As of March 31, 2000, 176,120 shares held in the plan were allocated
to employees, and 489,037 shares were not yet allocated to employees.
(15) According to a Schedule 13D filed with the SEC on March 17, 2000, as
a result of the merger with Temptronic, Hakuto America Holdings, Inc.,
a former shareholder of Temptronic, became a shareholder of inTEST.
The shares of Temptronic owned by Hakuto America converted into 647,500
shares of inTEST common stock. Hakuto America is a 100% owned
subsidiary of Hakuto Co. Ltd., a Japanese corporation. Hakuto America
serves as the U.S. holding company for certain investments and
operating subsidiaries of Hakuto Co. Ltd., and its principal business
office is 1015 E. State Parkway, Schaumburg, IL 60173.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We paid fees totaling $66,400 during 1999 for consulting services relating
to intellectual property matters provided to us by Stuart F. Daniels, Ph.D.,
one of our directors.
Hakuto Co., Ltd., the parent company of one of our principal stockholders,
distributes some of our products in Japan. During 1999, our Temptronic
subsidiary sold approximately $1.5 million in products to Hakuto for
distribution. At December 31, 1999, Temptronic's accounts receivable included
approximately $200,000 due from Hakuto. All sales to Hakuto were at market
price and on customary terms.
10
<PAGE>
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.
------------------------------------
Hugh T. Regan, Jr.,
Treasurer, Secretary and
Chief Financial Officer
Date: April 26, 2000
11
