AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 12, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSIONS
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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inTEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2370659
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 Pin Oak Lane
Cherry Hill, New Jersey 08003
(Address of principal executive offices) (Zip Code)
1997 STOCK PLAN
(Full title of the plan)
Robert E. Matthiessen Copy to:
President and Chief Operating Officer Patricia A. Gritzan, Esquire
inTEST Corporation Saul Ewing Remick & Saul LLP
2 Pin Oak Lane 3800 Centre Square West
Cherry Hill, New Jersey 08003 Philadelphia, Pennsylvania 19102
(609) 424-6886 (215) 972-7777
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of securities Amount to be Offering Price Per Aggregate Offering Amount of
to be registered registered Share (1) Price registration fee(1)
Common Stock, Par 500,000 $7.4375 $3,718,750 $1,097.03
Value $0.01 per
share
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(1) The registration fee with respect to these shares has been computed in
accordance with paragraphs (c) and (h) of Rule 457, based upon the
average of the high and low sale prices of shares of the Common Stock
on January 7, 1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.(1)
Item 2. Registration Information and Employee Plan Annual Information. (1)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in clauses (a) through (c) below are incorporated
herein by this reference thereto, and all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by this reference in this Registration Statement and to be a
part hereof from the date of filing of such documents.
(a) The Registrant's prospectus filed pursuant to Rule 424(b) of the
Act.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1997 and September 30, 1997.
(c) The description of the Common Stock contained in the registration
statement filed by the Registrant to register such securities under Section 12
of the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of the Company's Bylaws provides that the Company shall
indemnify its directors and officers to the fullest extent permitted by the
General Corporation Law of the State of Delaware ("DGCL"). The Bylaws require
the Company, among other things, to indemnify such directors and officers
against certain liabilities that may arise by reason of their status or
service as directors or officers, to advance expenses to them as they are
incurred, provided that they undertake to repay the amount advanced if it is
- - - - - - - - - -
(1) The information called for by Part I of Form S-8 is currently included
in the description of the Registrant's 1997 Stock Plan (the "Plan")
which is or will be delivered to each employee selected to participate
in the Plan in accordance with Rule 428 under the Securities Act of
1933, as amended. Pursuant to the Note to Part I of Form S-8, this
information is not filed with this Form S-8.
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ultimately determined by a court that they are not entitled to
indemnification, and to obtain directors' and officers' liability insurance,
if available on reasonable terms. The Bylaws require the Company to indemnify
an officer or director in connection with a proceeding (or part thereof)
initiated by such officer or director only if the initiation of such
proceeding was authorized by the Board of Directors. Reference is made to
Section 145 of the DGCL which provides for indemnification of directors and
officers in certain circumstances. The Company has obtained an insurance
policy which will entitle the Company to be reimbursed for certain indemnity
payments it is required or permitted to make to its directors and officers.
Article IX of the Company's Certificate of Incorporation provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of his or her fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omission not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for willful or negligent conduct in paying dividends or
repurchasing stock out of other than lawfully available funds, or (iv) for any
transaction from which the director derives an improper personal benefit.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The following is a list of exhibits filed with, or incorporated by
reference into, this Registration Statement:
5 Opinion of Saul, Ewing, Remick & Saul LLP
10 Amended and Restated 1997 Stock Plan
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Saul, Ewing, Remick & Saul LLP (contained in
Exhibit No.5)
24 Power of Attorney (included on signature page of the
Registration Statement)
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, represent a
fundamental change in the information set forth in the
Registration Statement;
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(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;
(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 Registration 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 Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement 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.
(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 liability (other than 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 questions 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,
thereunder duly authorized, in the Township of Cherry Hill, State of New
Jersey, on January 12, 1998.
inTEST CORPORATION
By: /s/ Alyn R. Holt
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Alyn R. Holt, Chairman and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby makes, constitutes and appoints Alyn R. Holt, Robert E.
Matthiessen and Hugh T. Regan, Jr., and each of them, with full power to act
without the other, his true and lawful attorney-in-fact and agent, 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 amendments to this
Registration Statement, including post-effective amendments, and to file the
same, with all exhibits thereto, 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
connection therewith, 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 any substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Alyn R. Holt Chairman and Chief January 12, 1998
- ----------------------------- Executive Officer
Alyn R. Holt (principal executive officer)
/s/ Robert E. Matthiessen President, Chief Operating January 12, 1998
- ----------------------------- Officer and Director
Robert E. Matthiessen
/s/ Daniel J. Graham Senior Vice President January 12, 1998
- ----------------------------- and Director
Daniel J. Graham
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/s/ Hugh T. Regan, Jr. Treasurer and Chief January 12, 1998
- ----------------------------- Financial Officer (principal
Hugh T. Regan, Jr. accounting and financial
officer)
/s/ Hugh T. Regan, Sr. Secretary January 12, 1998
- -----------------------------
Hugh T. Regan, Sr.
/s/ Richard O. Endres Director January 12, 1998
- -----------------------------
Richard O. Endres
/s/ Stuart F. Daniels Director January 12, 1998
- -----------------------------
Stuart F. Daniels
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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5 Opinion of Saul, Ewing, Remick & Saul LLP
10 Amended and Restated 1997 Stock Plan
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Saul, Ewing, Remick & Saul LLP
(contained in Exhibit No. 5)
24 Power of Attorney (included on signature page
of Registration Statement)
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