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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) (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)
(440) 248-0400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================== ===================== ======================= ======================== ====================
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
- -------------------------- --------------------- ----------------------- ------------------------ --------------------
<S> <C> <C> <C> <C>
Common Shares, without
par value 800,000 shares $57.5625 $46,050,000 $12,801.90
========================== ===================== ======================= ======================== ====================
</TABLE>
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 800,000 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 May 11, 2000, of the registrant's Common Shares as reported
on the New York Stock Exchange.
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EXPLANATORY NOTE
This Registration Statement is being filed for the purpose of
registering and additional 800,0000 Common Shares of Keithley Instruments, Inc.
Common Shares that may be issued under the Keithley Instruments, Inc. 1992 Stock
Incentive Plan. The contents of the Registrant's Registration Statement on Form
S-8, Registration No. 333-00933, filed with the Securities and Exchange
Commission on February 14, 1996 (the "Prior Registration Statement"), are hereby
incorporated by reference.
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,
1999;
b) The Registrant's Quarterly Report on Form 10-Q for the second quarter of
fiscal 2000 ended March 31, 2000;
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.
Number Description
- ------ -----------
5 Opinion of Baker & Hostetler LLP as to legality of the Common
Shares being registered
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Baker & Hostetler LLP (included in Opinion filed as
Exhibit 5 hereto)
24 Power of Attorney (included on the signature page hereto)
2
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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.
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 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
Registration Stataement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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
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annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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
(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 May, 2000.
KEITHLEY INSTRUMENTS, INC.
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(Registrant)
By /s/ Joseph P. Keithley
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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 Mark J. Plush, 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 May, 2000.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ Joseph P. Keithley Chairman of the Board of Directors, President and
- -------------------------------------------- Chief Executive Officer
Joseph P. Keithley (Principal Executive Officer)
/s/ Mark J. Plush Vice President and Chief Financial Officer (Principal
- -------------------------------------------- Financial and Accounting Officer)
Mark J. Plush
</TABLE>
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<TABLE>
<S> <C>
/s/ Brian R. Bachman Director
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Brian R. Bachman
/s/ James T. Bartlett Director
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James T. Bartlett
Director
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Dr. Arden L. Bement, Jr.
/s/ James B. Griswold Director
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James B. Griswold
Director
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Leon J. Hendrix, Jr.
/s/ William J. Hudson, Jr. Director
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William J. Hudson, Jr.
/s/ R. Elton White Director
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R. Elton White
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Page Number
Sequential
Exhibit Numbering
Number Description System
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<S> <C> <C>
5 Opinion of Baker & Hostetler LLP as to legality of the Common Shares being registered
8
23(a) Consent of PricewaterhouseCoopers LLP 9
23(b) Consent of Baker & Hostetler LLP (included in Exhibit 5) --
24 Power of Attorney (contained on the signature page hereof). --
</TABLE>
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Exhibit 5. Opinion of Baker & Hostetler LLP as to legality of the Common
Shares being registered
May 15, 2000
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 800,000 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,
/s/ Baker & Hostetler LLP
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Baker & Hostetler LLP
8
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Exhibit 23(a). Consent of PricewaterhouseCoopers LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated November 5, 1999 relating to the
consolidated financial statements and financial statement schedules included in
Keithley Instruments, Inc.'s Annual Report on Form 10-K for the year ended
September 30, 1999.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP.
Cleveland, Ohio
May 15, 2000
