UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
-------------------
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
-------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2 Pin Oak Lane, Cherry Hill, New Jersey 08003
--------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(856) 424-6886
------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
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
---- ----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Number of shares of Common Stock, $.01 par value, outstanding as of March 31,
2000: 8,582,827.
<PAGE>
This Form 10-Q/A is being filed to amend Item 6 of the Form 10-Q of the
registrant for the quarter ended March 31, 2000, which was filed with the
Securities and Exchange Commission on May 12, 2000. The Form 10-Q is being
amended to include as exhibits thereto the employment agreement and option
agreements between Temptronic Corporation and William M. Stone, President and
Chief Executive Officer of Temptronic Corporation. The employment agreement
was executed and the option agreements were assumed by inTEST Corporation upon
the acquisition of Temptronic Corporation on March 9, 2000. Item 6 is hereby
amended to include Exhibit 10.1, the Temptronic Corporation 1998 Incentive and
Non-Statutory Stock Option Plan, Exhibit 10.2, the Incentive Stock Option
dated October 26, 1998 granted by Temptronic Corporation to William M. Stone
under the Temptronic Corporation 1998 Incentive and Non-Statutory Stock Option
Plan, Exhibit 10.3, the Non-Statutory Option granted by Temptronic Corporation
to William M. Stone, dated June 9, 1997, and Exhibit 10.4, the Employment
Agreement dated March 9, 2000 between William M. Stone and Temptronic
Corporation.
PART II.
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Articles of Incorporation: Previously filed by the Company
as an Exhibit to the Company's Registration Statement on
Form S-1, File No. 333-26457, and incorporated herein by
reference.
3.2 By-Laws: Previously filed by the Company as an Exhibit to
the Company's Registration Statement on Form S-1, File No.
333-26457, and incorporated herein by reference.
10.1 Temptronic Corporation 1998 Incentive and Non-Statutory
Stock Option Plan.
10.2 Incentive Stock Option dated October 26, 1998 granted by
Temptronic Corporation to William M. Stone under the
Temptronic Corporation 1998 Incentive and Non-Statutory
Stock Option Plan.
10.3 Non-Statutory Option granted by Temptronic Corporation to
William M. Stone, dated June 9, 1997.
10.4 Employment Agreement dated March 9, 2000 between William M.
Stone and Temptronic Corporation.
27 Financial Data Schedule.
2
<PAGE>
(b) Reports on Form 8-K
During the quarter covered by this report, we filed two reports
on Form 8-K as follows:
1) 8-K dated March 9, 2000 providing information responsive to
the requirements of Items 2 and 7 of that form.
2) 8-K dated March 31, 2000 providing information regarding the
settlement of litigation described in Part II, Item 1 of
this report.
3
<PAGE>
SIGNATURES
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 thereunto duly authorized.
inTEST Corporation
-------------------------------------
(Registrant)
Date: June 20, 2000 By: /s/Robert E. Matthiessen
-------------------------------------
Robert E. Matthiessen
President and Chief Executive Officer
Date: June 20, 2000 By: /s/Hugh T. Regan, Jr.
-------------------------------------
Hugh T. Regan, Jr.
Treasurer and Chief Financial Officer
4
<PAGE>
INDEX TO EXHIBITS
3.1* Articles of Incorporation: Previously filed by the Company as an
Exhibit to the Company's Registration Statement on Form S-1, File
No. 333-26457, and incorporated herein by reference.
3.2* By-Laws: Previously filed by the Company as an Exhibit to the
Company's Registration Statement on Form S-1, File No. 333-26457,
and incorporated herein by reference.
10.1 Temptronic Corporation 1998 Incentive and Non-Statutory Stock
Option Plan.
10.2 Incentive Stock Option dated October 26, 1998 granted by
Temptronic Corporation to William M. Stone under the Temptronic
Corporation 1998 Incentive and Non-Statutory Stock Option Plan.
10.3 Non-Statutory Option granted by Temptronic Corporation to William
M. Stone, dated June 9, 1997.
10.4 Employment Agreement dated March 9, 2000 between William M. Stone
and Temptronic Corporation.
27* Financial Data Schedule: Previously filed by the Company as an
Exhibit to the Company's quarterly report on Form 10-Q for the
quarter ended March 31, 2000.
----------------
* Indicates document previously filed.
5
