As filed with the Securities and Exchange Commission on August 12, 2022
Registration No. 333-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
inTEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware organization) 804 East Gate Drive, Suite 200 | 22-2370659 08054 |
inTEST CORPORATION FOURTH AMENDED AND RESTATED 2014 STOCK PLAN
(Full title of the plan)
Duncan Gilmour
Chief Financial Officer, Treasurer and Secretary
inTEST Corporation
804 East Gate Drive, Suite 200
Mt. Laurel, New Jersey 08054
(856) 505-8800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy of all communications to:
Katayun I. Jaffari, Esquire
Mehrnaz Jalali, Esquire
Cozen O’Connor P.C.
1650 Market Street, Suite 2800
Philadelphia, Pennsylvania 19103
(215) 665-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Non-accelerated filer ☒ | Accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SECURITIES
This registration statement on Form S-8 is filed by inTEST Corporation, a Delaware corporation (the “Registrant”), to register an additional 500,000 shares of its common stock, par value $0.01 per share, issuable under the inTEST Corporation Fourth Amended and Restated 2014 Stock Plan.
Pursuant to General Instruction E of Form S-8, the contents of the registration statements on Form S-8, File Nos. 333-197858, 333-226815 and 333-233297, filed with the Securities and Exchange Commission (the “SEC”) on August 5, 2014, August 13, 2018 and August 15, 2019, respectively, are incorporated herein by reference and made a part of this registration statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in clauses (a) through (e) below are incorporated herein by this reference thereto, and all documents subsequently filed (other than respective filings or portions of the filings that are furnished, under applicable SEC rules, rather than 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) |
(b) |
(c) |
(d) | The Registrant’s Current Reports on Form 8-K, filed with the SEC on January 6, 2022; March 15, 2022 and June 27, 2022; and |
(e) |
Item 8. EXHIBITS.
The following is a list of exhibits filed with, or incorporated by reference into, this Registration Statement:
Exhibit | Description |
3.1 | |
3.2 | |
4.1 | |
5.1 | |
23.1 | |
23.2 | Consent of Cozen O’Connor P.C. (contained in Exhibit No. 5.1 to this Registration Statement). |
24.1 | Power of Attorney (included on signature page of this Registration Statement). |
99.1 | |
107 |
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 Township of Mt. Laurel, State of New Jersey, on August 12, 2022.
inTEST CORPORATION | ||
By: | /s/ Richard N. Grant, Jr. | |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby makes, constitutes and appoints Richard N. Grant, Jr. and Duncan Gilmour, 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 date indicated.
Signature | Title | Date |
/s/ Richard N. Grant, Jr. Richard N. Grant, Jr. | President, Chief Executive Officer and Director (Principal Executive Officer) | August 12, 2022 |
/s/ Duncan Gilmour Duncan Gilmour | Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) | August 12, 2022 |
/s/ Joseph W. Dews IV Joseph W. Dews IV | Chairman | August 12, 2022 |
/s/ Steven J. Abrams Steven J. Abrams, Esq. | Director | August 12, 2022 |
/s/ Jeffrey A. Beck Jeffrey A. Beck | Director | August 12, 2022 |
/s/ Gerald J. Maginnis Gerald J. Maginnis | Director | August 12, 2022 |
