MICROTEST INC
8-K, 1999-03-17
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


        Date of report (Date of earliest event reported) March 15, 1999
                                                        ---------------

                                 Microtest Inc.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



         Delaware                     0-20666                    86-0485884
- ----------------------------        -----------              -------------------
(State or Other Jurisdiction        (Commission                 (IRS Employer
     of Incorporation)              File Number)             Identification No.)


 4747 N. 22nd Street, Phoenix, Arizona                              85016
- ----------------------------------------                          ---------
(Address of Principal Executive Offices)                          (Zip Code)


       Registrant's telephone number, including area code (602) 952-6400
                                                         ----------------


                                       N/A
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
<PAGE>

ITEM 5.  OTHER EVENTS.

     In March,  1999,  a  purported  class  action  lawsuit  was  filed  against
Microtest,  Inc. and certain former officers in the United States District Court
for the District of Arizona.  The suit claims that  Microtest  violated  Section
10(b) of the Securities Exchange Act of 1934 by making public misrepresentations
or failing to disclose material facts regarding its financial results.  The suit
was  filed as a class  action on behalf of all  purchasers  of  Microtest  stock
between April 14, 1998 and March 2, 1999.

     Microtest intends to vigorously defend the suit.


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<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                MICROTEST, INC.


Date: March 15, 1999            By /s/  Vincent Hren
                                   --------------------------------------------
                                   Name:  Vincent Hren
                                   Title: President and Chief Executive Officer


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