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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KEITHLEY INSTRUMENTS, INC.
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(Exact name of registrant as specified in its charter)
OHIO 34-0794417
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(State of incorporation or organization) (IRS Employer Identification No.)
28775 AURORA ROAD, SOLON, OHIO 44139
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(Address of principal executive offices) (Zip Code)
KEITHLEY INSTRUMENTS, INC. 1993 EMPLOYEE STOCK PURCHASE AND DIVIDEND
REINVESTMENT PLAN
KEITHLEY INSTRUMENTS, INC. 1997 DIRECTORS' STOCK OPTION PLAN
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(Full Title of the Plans)
JOSEPH P. KEITHLEY, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
KEITHLEY INSTRUMENTS, INC.
28775 AURORA ROAD, SOLON, OHIO 44139
(Name and address of agent for service)
(216) 248-0400
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered (1) Registered (2) Share (3) Price (3) Registration Fee
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<S> <C> <C> <C> <C>
Common Shares,
without par value 700,000 shares $9.00 $6,300,000 $1,909.09
=============================================================================================================
<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 plans described herein.
2. 500,000 shares being registered represent the incremental number of shares that may be
purchased under the Keithley Instruments, Inc. 1993 Employee Stock Purchase and Dividend
Reinvestment Plan, and 200,000 represent shares to be issued pursuant to the Keithley
Instruments, Inc. 1997 Directors Stock Option Plan. Also includes an indeterminate number
of additional shares that may become issuable pursuant to antidilution adjustment
provisions of both the Plans.
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 12, 1997, of the Registrant's Common Shares as reported on the New York Stock
Exchange.
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EXPLANATORY NOTE
This purpose of this Registration Statement is to register 500,000
additional Common Shares of Keithley Instruments, Inc. (the "Register") that may
be issued under the Keithley Instruments, Inc. 1993 Employee Stock Purchase and
Dividend Reinvestment Plan (the "Reinvestment Plan"). The additional shares to
be registered represent an increase from 250,000 Common Shares (previously
registered pursuant to the Registrant's Registration Statement on Form S-8,
Registration No. 33-72606, filed with the Securities and Exchange Commission on
December 7, 1993 (the "Prior Registration Statement") and adjusted for a 100%
stock dividend issued subsequent to the effectiveness of the Prior Registration
Statement) to 750,000 Common Shares that may be issuable under the Reinvestment
Plan. The contents of the Prior Registration Statement are hereby incorporated
by reference. With respect to the Reinvestment Plan, the Items below contain
only such information required by General Instruction E. of Form S-8.
This Registration Statement also registers 200,000 Common Shares of the
Registrant that may be issued pursuant to the Keithley Instruments, Inc. 1997
Directors' Stock Option Plan (the "Option Plan" and, together with the
Reinvestment Plan, the "Plans").
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,
1996;
b) The Registrant's Quarterly Report on Form 10-Q for the first quarter of
fiscal 1997 ended December 31, 1996;
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
Registrant's Common Shares under Section 12(g) of the Exchange Act; and
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 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code permits a corporation to
indemnify or agree to indemnify officers and directors against certain
liabilities. Pursuant to Section 1701.13(E) and subject to certain limitations
contained therein, Article V of the company's Code of Regulations provides that
the company will indemnify any director or officer or any former director or
officer of the company against expenses, including attorney's fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him by
reason of the fact that he is or was such director or officer of the company or
is or was serving at the request of the company as a director, trustee, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise in connection with any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Number Description
- ------ ------------
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)
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 ii) arising
after the effective date of the Registration Statement (or
the most recent
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post-effective amendment thereof) which, individually or in
the aggregate, represents 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 and 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 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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, unenforceable. In the event that a
claim for indemnification against such liabilities
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(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 15th day of February,
1997.
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 15th day of February, 1997.
Signature Title
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/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
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Joseph F. Keithley
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/s/ Ronald M. Rebner Vice President and Chief Financial Officer
- ------------------------------- (Principal Financial and Accounting Officer)
Ronald M. Rebner and Director
/s/ Brian R. Bachman Director
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Brian R. Bachman
/s/ James T. Bartlett Director
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James T. Bartlett
/s/ Arden L. Bement, Jr. Director
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Dr. Arden L. Bement, Jr.
/s/ James B. Griswold Director
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James B. Griswold
/s/ Leon J. Hendrix, Jr. Director
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Leon J. Hendrix, Jr.
/s/ R. Elton White Director
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R. Elton White
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EXHIBIT INDEX
Page Number
Sequential
Exhibit Numbering
Number Description System
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5 Opinion of Baker & Hostetler as to legality of the
Common Shares being registered
9
23(a) Consent of Price Waterhouse LLP 10
23(b) Consent of Baker & Hostetler (included in Exhibit 5) --
24 Power of Attorney (contained on the signature page hereof). --
8
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EXHIBIT 5
BAKER & HOSTETLER LLP
3200 NATIONAL CITY CENTER
1900 E. NINTH STREET
CLEVELAND, OH 44114
February 18, 1997
Keithley Instruments, Inc.
28775 Aurora Road
Cleveland, OH 44139-1891
Re: Common Shares issuable under The Keithley Instruments, Inc.
Amended 1993 Employee Stock Purchase and Dividend
Reinvestment Plan and Directors' Option Plan
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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 (1) the offering of up to 500,000 Common Shares,
without par value (the "Common Shares"), of the Company pursuant to the
Company's Amended 1993 Employee Stock Purchase and Dividend Reinvestment Plan
(the "Stock Purchase Plan"); and (2) the offering of up to 200,000 Common Shares
of the Company pursuant to the Company's Directors' Option Plan (the "Option
Plan" and together with the Stock Purchase Plan referred to as the "Plans").
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 Plans, as amended, and (c) such records of the corporate
proceedings of the Company and such other documents as we deem 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
Plans, when issued and sold pursuant to the Plans,
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,
/s/ Baker & Hostetler LLP
Baker & Hostetler LLP
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Exhibit 23(a). Consent of Price Waterhouse LLP
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated November 14, 1996, which
appears on page 32 of the 1996 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, 1996. 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 14, 1997
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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.
