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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KEITHLEY INSTRUMENTS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
OHIO 34-0794417
- ---------------------------------------- ------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
28775 AURORA ROAD, SOLON, OHIO 44139
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(Address of principal executive offices) (Zip Code)
KEITHLEY INSTRUMENTS, INC. 1992 STOCK INCENTIVE PLAN
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(Full Title of the Plan)
JOSEPH P. KEITHLEY, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
KEITHLEY INSTRUMENTS, INC.
28775 AURORA ROAD, CLEVELAND, OHIO 44139
(Name and address of agent for service)
(216) 248-0400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered (1) Registered (2) Share (3) Price (3) Registration Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
without par value 1,200,000 shares $14.375 $17,250,000 $5,948.28
================================================================================================================
<FN>
1 In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
the Registration Statement also covers an indeterminate number of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
2 The 1,200,000 shares being registered represent the incremental number
of shares that may be purchased under the Plan. Also includes an
indeterminate number of additional shares that may become issuable
pursuant to antidilution adjustment provisions of the Plan.
3 Estimated in accordance with Rule 457 solely for the purpose of determining
the registration fee, based on the average of the high and low reported
sale prices on February 7, 1996, of the registrant's Common Shares as
reported on the New York Stock Exchange.
</FN>
</TABLE>
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EXPLANATORY NOTE
This Registration Statement increases the number of shares of Keithley
Instruments, Inc. Common Shares that may be issued under the Keithley
Instruments, Inc. 1992 Stock Incentive Plan from 700,000 (adjusted for a 100%
stock dividend subsequent to the prior registration statement) to 1,900,000.
The contents of the Registrant's Registration Statement on Form S-8,
Registration No. 33-49380, filed with the Securities and Exchange Commission on
July 8, 1992 (the "Prior Registration Statement"), are hereby incorporated by
reference. The Items below contain information required in this Registration
Statement that was not included in the Prior Registration Statement.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated herein by reference:
a) The Registrant's Annual Report on Form 10-K filed pursuant to Section
13 of the Securities Exchange Act of 1934 for its fiscal year ended
September 30, 1995;
b) The Registrant's Quarterly Report on Form 10-Q for the first quarter
of fiscal 1996 ended December 31, 1995;
c) The description of the company's Common Shares contained in Item 11 of
the Registrant's Form 10 Registration Statement (No. 0-13648) as
declared effective on July 31, 1985 relating to the registration of
the company's Common Shares under Section 12(g) of the Exchange Act.
d) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all of the
Common Shares offered pursuant to this Registration Statement have
been sold or which deregisters all Common Shares then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing
of such documents.
ITEM 8. EXHIBITS.
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<CAPTION>
Number Description
- ------ -----------
<S> <C>
5 Opinion of Baker & Hostetler as to legality of the Common
Shares being registered
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Baker & Hostetler (included in Opinion filed as
Exhibit 5 hereto)
24 Power of Attorney (included on the signature page hereto)
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ITEM 9. UNDERTAKINGS.
a) The undersigned Registrant hereby undertakes:
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, represents a fundamental change in the
information set forth in the Registration Statement;
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) do not
apply if 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 Exchange Act 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 registrant 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 Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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,
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unenforceable. In the event that a claim for indemnification against
such liabilities (other than the 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, thereunto
duly authorized, in the City of Solon, State of Ohio, on this 14th day of
February, 1996.
KEITHLEY INSTRUMENTS, INC.
--------------------------
(Registrant)
By /s/ Joseph P. Keithley
-----------------------------------
Joseph P. Keithley
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, Joseph P. Keithley and Ronald M.
Rebner, or either of them, his true and lawful attorneys-in-fact and agents,
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 pre- or
post-effective amendments to this Registration Statement, and to file the same
with all exhibits hereto, 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 and about the
premises, 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 their or his substitutes may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registrant Statement has been signed by the following persons in the capacities
indicated on the 14th day of February, 1996.
Signature Title
--------- -----
/s/ Joseph P. Keithley Chairman of the Board of Directors, President and
-------------------------- Chief Executive Officer
Joseph P. Keithley (Principal Executive Officer)
/s/ Joseph F. Keithley Founder and Director
--------------------------
Joseph F. Keithley
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/s/ Ronald M. Rebner Vice President and Chief Financial Officer
-------------------------- (Principal Financial and Accounting Officer) and
Ronald M. Rebner Director
/s/ Theodore M. Alfred Director
--------------------------
Dr. Theodore M. Alfred
/s/ James T. Bartlett Director
--------------------------
James T. Bartlett
/s/ Arden L. Bement, Jr. Director
--------------------------
Dr. Arden L. Bement, Jr.
/s/ James B. Griswold Director
--------------------------
James B. Griswold
/s/ Leon J. Hendrix, Jr. Director
--------------------------
Leon J. Hendrix, Jr.
/s/ Gabriel A. Rosica Director
--------------------------
Gabriel A. Rosica
Director
--------------------------
R. Elton White
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EXHIBIT INDEX
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Page Number
Sequential
Exhibit Numbering
Number Description System
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<S> <C> <C>
5 Opinion of Baker & Hostetler as to legality of the Common Shares being registered 8
23(a) Consent of Price Waterhouse LLP 9
23(b) Consent of Baker & Hostetler (included in Exhibit 5) --
24 Power of Attorney (contained on the signature page hereof). --
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Exhibit 5. Opinion of Baker & Hostetler as to legality of the Common
Shares being registered
February 14, 1996
Keithley Instruments, Inc.
28775 Aurora Road
Cleveland, Ohio 44139
Ladies and Gentlemen:
We have acted as counsel to Keithley Instruments, Inc., an Ohio
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement"), filed under the Securities Act of
1933, as amended, relating to the offering of up to an additional 1,200,000
Common Shares, without par value of the Company (the "Common Shares"), pursuant
to the Company's 1992 Stock Incentive Plan (the "Plan").
In connection with the foregoing, we have examined (a) the Amended
Articles of Incorporation and the Amended Code of Regulations of the Company,
(b) the Plan, and (c) such records of the corporate proceedings of the Company
and such other documents as we deemed necessary to render this opinion.
Based on such examination, we are of the opinion that :
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Ohio.
2. The Common Shares available for issuance under the Plan, when
issued and sold pursuant to the Plan, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
Baker & Hostetler
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Exhibit 23(a). Consent of Price Waterhouse LLP
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report
dated November 9, 1995, which appears on page 32 of the 1995 Annual Report to
Shareholders of Keithley Instruments, Inc., which is incorporated by reference
in Keithley Instruments, Inc.'s Annual Report on Form 10-K for the year ended
September 30, 1995. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on page 20 of such
Annual Report on Form 10-K.
Price Waterhouse LLP
Cleveland, Ohio
February 10, 1996
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Exhibit 23(b). Consent of Baker & Hostetler
See Exhibit 5.
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Exhibit 24. Power of Attorney
See signature page contained herein.
