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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSIONS
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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inTEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2370659
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 Pin Oak Lane
Cherry Hill, New Jersey 08003
(Address of principal executive offices) (Zip Code)
Amended and Restated
1997 STOCK PLAN
(Full title of the plan)
Robert E. Matthiessen Copy to:
President and Chief Executive Officer Patricia A. Gritzan, Esquire
inTEST Corporation Saul Ewing Remick & Saul LLP
2 Pin Oak Lane 1500 Market St., 38th Floor
Cherry Hill, New Jersey 08003 Philadelphia, Pennsylvania 19102-2186
(856) 424-6886 (215) 972-7139
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Offering Registration
to be Registered Registered Share (1) Price Fee(1)
<S> <C> <C> <C> <C>
Common Stock, Par 500,000 $14.75 $7,375,000.00 $1,947.00
Value $0.01 Per
Share
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(1) The registration fee with respect to these shares has been computed in
accordance with paragraphs (c) and (h) of Rule 457, based upon the
average of the high and low sale prices of shares of the Common Stock
on August 2, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.(1)
Item 2. Registration Information and Employee Plan Annual Information. (1)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in clauses (a) through (d) 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 year ended
December 31, 1999, as amended by Form 10-K/A filed on April 26, 2000 and Form
10-K/A filed on June 30, 2000;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, as amended by Form 10-Q/A filed on June 21, 2000;
(c) The Registrant's Current Reports on Form 8-K: (i) dated March 9,
2000, as amended by Form 8-K/A filed on May 16, 2000; (ii) dated March 31,
2000; (iii) dated May 16, 2000; (iv) dated July 19, 2000; and (v) dated July
27, 2000;
(d) 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.
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(1) The information called for by Part I of Form S-8 is currently included
in the description of the Registrant's Amended and Restated 1997 Stock
Plan (the "Plan") which is or will be delivered to each employee
selected to participate in the Plan in accordance with Rule 428 under
the Securities Act of 1933, as amended. Pursuant to the Note to Part I
of Form S-8, this information is not filed with this Form S-8.
2
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of the Company's Bylaws provides that the Company 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 Company, 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 and 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. The Bylaws require the Company
to indemnify an officer or director in connection with any 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.
Article IX of the Company's Certificate of Incorporation provides
that a director of the Company shall not be personally liable to the
Company 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 Company 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.
The Company has obtained an insurance policy which will entitle the
Company to be reimbursed for certain indemnity payments it is required or
permitted to make to its directors and officers.
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 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)
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
3
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(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 paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(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.
(b) The undersigned Registration 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.
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(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.
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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 August 4, 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.
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Robert E. Matthiessen President, Chief Executive August 4, 2000
------------------------- Officer and Director
Robert E. Matthiessen (principal executive officer)
/s/ Hugh T. Regan, Jr. Treasurer, Secretary and August 4, 2000
------------------------- Chief Financial Officer
Hugh T. Regan, Jr. (principal financial officer)
/s/ Douglas W. Smith Executive Vice President, August 4, 2000
------------------------- Chief Operating Officer
Douglas W. Smith and Director
6
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/s/ Daniel J. Graham Vice Chairman, Senior Vice August 4, 2000
------------------------- President and Director
Daniel J. Graham
/s/ Alyn R. Holt Chairman August 4, 2000
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Alyn R. Holt
/s/ Richard O. Endres Director August 4, 2000
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Richard O. Endres
/s/ Stuart F. Daniels Director August 4, 2000
-------------------------
Stuart F. Daniels
/s/ Gregory W. Slayton Director August 4, 2000
-------------------------
Gregory W. Slayton
/s/ James J. Greed, Jr. Director August 4, 2000
-------------------------
James J. Greed, Jr.
/s/ William M. Stone Director August 4, 2000
-------------------------
William M. Stone
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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<S> <C>
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)
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