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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
inTEST Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
461147-10-1
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(CUSIP Number)
James Coonan - Masuda, Funai, Eifert & Mitchell, Ltd.
One East Wacker Drive, Chicago, Illinois 60601 Tel: (312) 245-7500
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 10, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 461147-10-0 13D PAGE 2 OF 8 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Hakuto America Holdings, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
SC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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7 SOLE VOTING POWER
NUMBER OF
647,500
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
647,500
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
647,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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ITEM 1. SECURITY AND ISSUER.
The class of securities to which this statement relates is the common stock
("Common Stock") of inTEST Corporation, a Delaware corporation ("inTEST"). The
address of the principal executive office of inTEST is 2 Pin Oak Lane, Cherry
Hill, New Jersey 08003.
On March 10, 2000, inTEST acquired Temptronic Corporation ("Temptronic"), a
privately held corporation. Pursuant to a plan of merger, Temptronic became a
subsidiary of inTEST, and all shares of Temptronic were converted into shares of
Common Stock. The Temptronic shares owned by Hakuto America Holdings, Inc.
("Hakuto") were converted into 647,500 shares of Common Stock. Following the
merger, two directors of Temptronic became directors of inTEST. One of these
Temptronic directors was designated by Hakuto.
ITEM 2. IDENTITY AND BACKGROUND.
Name: Hakuto America Holdings, Inc.
Place of Organization: Illinois
Principal Business: Hakuto is a 100% owned subsidiary of Hakuto Co.
Ltd., a Japanese corporation engaged in the
distribution of electronic components and
manufacturing equipment, and the manufacture of
chemical products. Hakuto serves as the U.S.
holding company for certain investments and
operating subsidiaries of Hakuto Co. Ltd.
Address of
Principal Business: 1015 E. State Parkway, Schaumburg, Illinois
60173
Address of
Principal Office: 1015 E. State Parkway, Schaumburg, Illinois
60173
Appendix A, which is incorporated herein by reference, lists each person who is
an executive officer or director of Hakuto, controls Hakuto or is an executive
officer or director of any corporation or person ultimately in control of
Hakuto. Appendix A also provides the business address, principal occupation and
citizenship of such persons. The persons listed on Appendix A are collectively
referred to herein as the "Directors and Executive Officers".
During the last five years, neither Hakuto, Hakuto Co. Ltd. nor, to Hakuto's
knowledge, any of the Directors and Executive Officers has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
3
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During the last five years, neither Hakuto, Hakuto Co. Ltd. nor, to Hakuto's
knowledge, any of the Directors and Executive Officers was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violation of, or prohibiting or mandating activities
subject to, federal securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock reported hereunder were acquired in exchange for
700,000 shares of Temptronic common stock owned by Hakuto.
ITEM 4. PURPOSE OF TRANSACTION.
Hakuto acquired the common stock of Temptronic for investment purposes and in
order to strengthen the working relationship between Hakuto Co. Ltd. and
Temptronic. Hakuto Co. Ltd. distributes certain Temptronic products in Japan.
As of the time of filing, neither Hakuto nor Hakuto Co. Ltd. has any plans or
proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D. However, the plans and
intentions of Hakuto and Hakuto Co. Ltd. may change at any time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Hakuto beneficially owns 647,500 shares of Common Stock, which
represents 7.4% of the issued and outstanding shares of Common Stock of
inTEST.
(b) Hakuto has the sole power to vote and to dispose of all of the shares
of Common Stock reported hereunder.
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
4
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
March 16, 2000 HAKUTO AMERICA HOLDINGS, INC.
James M. Coonan
-----------------------------
James M. Coonan, Esq.
Authorized Representative*
* A power of attorney is attached hereto as Appendix B.
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APPENDIX A
DIRECTORS AND EXECUTIVE OFFICERS OF HAKUTO AMERICA HOLDINGS, INC.
The directors and executive officers of Hakuto America Holdings, Inc. are as
follows:
John Ichiro Takayama President and Director
Thomas Kastner Vice President
Shigeo Takayama Director
Akinori Murakami Director
DIRECTORS AND EXECUTIVE OFFICERS OF HAKUTO CO. LTD.
Hakuto Co. Ltd. controls Hakuto America Holdings, Inc. pursuant to its ownership
of 100% of the common stock of Hakuto. The directors and executive officers of
Hakuto Co. Ltd. are as follows:
<TABLE>
<S> <C>
Shigeo Takayama President and Representative Director
Akinori Murakami Senior Executive Vice President and Representative Director
Toshiaki Hirai Executive Vice President, Director
Kazutomo Ikeda Senior Vice President, Director
Yoshiaki Kuno Senior Vice President, Director
Kenichi Uchida Vice President, Director
Yoshihito Akiyama Vice President, Director
Nobuyoshi Ninokata Vice President, Director
Tomoyuki Yamawaki Vice President, Director
Koichi Mori Vice President, Director
Akira Nakazawa Vice President, Director
Tetsuro Inagaki Vice President, Director
Shoichi Mizushima Vice President, Director
Eiichi Miyake Director
Thomas K. Takayama Director
</TABLE>
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BUSINESS ADDRESS
The business address of Hakuto Co. Ltd. is 1-13, Shinjuku 1-Chome, Shinjuku-ku,
Tokyo 160-8910, Japan. The business address of each of the persons listed above
is the address of Hakuto Co. Ltd., with the exception that the business address
of John Ichiro Takayama and Thomas Kastner is 1015 E. State Parkway, Schaumburg,
Illinois 60173.
PRINCIPAL OCCUPATION
Each of the persons listed above is a full-time employee of Hakuto Co. Ltd.
except for (a) John Ichiro Takayama, who is a physician in San Francisco; (b)
Thomas Kastner, who is President of Shigma, Inc., a U.S. operating subsidiary of
Hakuto America Holdings, Inc.; (c) Eiichi Miyake, who is President of San-ei
Giken Inc. of Amagaseki, Japan; and (d) Thomas K. Takayama, who is a medical
researcher at the University of Washington.
CITIZENSHIP
Except for John Ichiro Takayama, Thomas Kastner and Thomas K. Takayama, each of
whom are U.S. citizens, each of the persons listed above is a citizen of Japan.
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APPENDIX B
POWER OF ATTORNEY
HAKUTO AMERICA HOLDINGS, INC., a corporation organized under the laws of the
State of Delaware (the "Company"), hereby makes, constitutes and appoints each
of Masaru Funai and James Coonan of Masuda, Funai, Eifert & Mitchell, Ltd., the
Company's United States legal counsel, as a true and lawful attorney for and in
the Company's name, to execute and deliver, jointly and severally, all documents
and take such actions as may be necessary or appropriate to prepare and file
with the United States Securities and Exchange Commission, and any other federal
or state agency, all reports, filings and documents relating to the acquisition,
ownership or disposition of securities of inTEST Corporation, giving and
granting unto each of Masaru Funai and James Coonan, said attorneys, full power
and authority, jointly and severally, to do and perform all acts in connection
therewith as the Company could do in its own stead, with full power of
substitution and revocation, hereby ratifying and confirming all that either
Masaru Funai and James Coonan or their substitutes shall lawfully do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be executed
this 14th day of March, 2000.
HAKUTO AMERICA HOLDINGS, INC.
/s/ Thomas Kastner
-----------------------------------
Thomas Kastner
Vice President
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[SHIGMA LETTERHEAD]
POWER OF ATTORNEY
HAKUTO AMERICA HOLDINGS, INC., a corporation organized under the laws of the
State of Delaware (the "Company"), hereby makes, constitutes and appoints each
of Masaru Funai and James Coonan of Masuda, Funai, Eifert & Mitchell, Ltd., the
Company's United States legal counsel, as a true and lawful attorney for and in
the Company's name, to execute and deliver, jointly and severally, all documents
and take such actions as may be necessary or appropriate to prepare and file
with the United States Securities and Exchange Commission, and any other federal
or state agency, all reports, filings and documents relating to the acquisition,
ownership or disposition of securities of inTEST Corporation, giving and
granting unto each of Masaru Funai and James Coonan, said attorneys, full power
and authority, jointly and severally, to do and perform all acts in connection
therewith as the Company could do in its own stead, with full power of
substitution and revocation, hereby ratifying and confirming all that either
Masaru Funai and James Coonan or their substitutes shall lawfully do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be executed
this 14th day of March, 2000.
HAKUTO AMERICA HOLDINGS, INC.
Thomas Kastner
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Thomas Kastner
Vice President
