Keithley Instruments (KEI) 11-K Annual report of employee stock purchases

TABLE OF CONTENTS

EXHIBIT 23 CONSENT

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X]	Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 [No Fee Required, Effective October 7, 1996]
	For the fiscal year ended December 31, 2000
	OR
[ ]	Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
	[No Fee Required]

Commission File Number 1-9965

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

KEITHLEY INSTRUMENTS, INC.
28775 AURORA ROAD
CLEVELAND, OHIO 44139

KEITHLEY INSTRUMENTS, INC.

RETIREMENT SAVINGS TRUST AND PLAN

FINANCIAL STATEMENTS

AND SUPPLEMENTAL SCHEDULE

* * * * *

DECEMBER 31, 2000 AND 1999

KEITHLEY INSTRUMENTS, INC.

RETIREMENT SAVINGS TRUST AND PLAN

INDEX TO FINANCIAL STATEMENTS

AND SUPPLEMENTAL SCHEDULE

		PAGE
Report of independent accountants			1
Financial statements:
	Statement of Net Assets Available for Plan Benefits as of December 31, 2000 and 1999		2
	Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 2000		3
	Notes to financial statements		4-9
Supplemental schedule:
	Schedule of assets held for investment purposes at December 31, 2000		Schedule I

NOTE: Certain schedules required under the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted as the conditions under which they are required are not present.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Participants and Administrator
    of the Keithley Instruments, Inc.
    Retirement Savings Trust and Plan

In our opinion, the accompanying statement of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the Keithley Instruments, Inc. Retirement Savings Trust and Plan (the “Plan”) at December 31, 2000 and 1999, and the changes in net assets available for plan benefits for the year ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets Held for Investment Purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/PricewaterhouseCoopers LLP

June 15, 2001

KEITHLEY INSTRUMENTS, INC.

RETIREMENT SAVINGS TRUST AND PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

AS OF DECEMBER 31, 2000 AND 1999

			2000		1999
Investments, at fair value (cost of investments totaled $33,933,140 and $29,016,200 for the years ended December 31, 2000 and 1999, respectively)			$	34,598,262	$	37,089,148
Participants’ loans				169,043		215,510
		Total investments		34,767,305		37,304,658
Receivables:
	Employer contribution			420,205		327,831
	Participant contributions			199,297		239,506
		Total receivables		619,502		567,337
Cash				3,381		213,307
	Net assets available for plan benefits		$	35,390,188	$	38,085,302

The accompanying notes are an integral part of these financial statements.

KEITHLEY INSTRUMENTS, INC.

RETIREMENT SAVINGS TRUST AND PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2000

Additions to net assets attributed to:
		Contributions:
			Employer		$	1,036,395
			Participants			2,261,643
				Total contributions		3,298,038
		Investment income:
			Dividends and capital gains			2,393,325
			Interest			19,032
				Total additions		5,710,395
	Deductions from net assets attributed to:
		Investment loss:
			Net depreciation on investments			(6,809,700	)
			Other losses			(199,873	)
				Total investment loss		(7,009,573	)
		Distributions to participants				(1,392,011	)
		Asset-based fees				(3,925	)
				Total deductions		(8,405,509	)
				Net decrease		(2,695,114	)
	Net assets available for plan benefits at beginning of year					38,085,302
	Net assets available for plan benefits at end of year				$	35,390,188

The accompanying notes are an integral part of these financial statements.

KEITHLEY INSTRUMENTS, INC.

RETIREMENT SAVINGS TRUST AND PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE 1 — PLAN DESCRIPTION:

The following description of the Keithley Instruments, Inc. Retirement Savings Trust and Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

      Participation

The Plan is a defined contribution plan, established on January 1, 1988, covering all domestic employees of Keithley Instruments, Inc. and its participating subsidiaries (the “Company”) who have attained age twenty-one. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

      Administration

The Plan is administered by the Company (the “Administrator”). The administration of the Plan includes exercising all necessary powers as provided by the Plan to interpret and apply the Plan provisions. The Company is vested with the right to settle claims or debts and to defend any claims arising from the operation of the Plan. Schwab Retirement Services, Inc. (“Schwab”) is the trustee and acts as the custodian of the Plan.

      Contributions

Participants may elect to contribute up to 15 percent of their compensation and have the option of contributing their profit sharing award, if any, on a pre-tax basis subject to certain limitations of the Plan. In 2000 and 1999, the Company paid a profit sharing award, which some employees decided to contribute to the Plan. It is the Company’s policy to match at least $.25 of each dollar contributed, limited to six percent of a participant’s compensation during the Plan year. Additionally, it is the Company’s policy to match up to a maximum of $.50 of each dollar contributed, limited to six percent of a participant’s compensation for the Plan year, based upon the Company’s financial performance. For 2000 and 1999, the Company’s match was $.50 on each dollar contributed by participants up to six percent of a participant’s compensation. The Company has complete discretion to determine its matching contribution, if any, each year.

      Participant accounts

Each participant has two separate accounts under each fund in which contributions have been invested on behalf of the participant. One account represents the participant’s contributions and earnings thereon (“Participant Account”) and the other account represents the employer’s contributions, made on behalf of the respective participant, and the earnings thereon (“Employer Account”). Forfeitures of terminated participants’ nonvested account balances are used to reduce future employer contributions.

Net assets available for Plan benefits of $5,940 and $16,804 were not allocated to participants’ accounts at December 31, 2000 and 1999, respectively, due to forfeitures during each Plan year.

      Vesting

Participants are immediately vested in their voluntary contributions plus earnings thereon. Vesting of the employer contributions starts after the first year and is based on years of service. A participant is 100 percent vested after three years of credited service.

      Payment of benefits

Upon termination of service, a participant may elect to receive either a lump-sum amount equal to the value of his or her account, or installment payments. In the case of a severe financial hardship, the Administrator at its sole discretion may direct distribution of all or a portion of a participant’s account, subject to certain restrictions.

      Loans

      In the case of a financial hardship as defined by the Plan, a participant may apply to the Administrator for a loan. The Administrator in accordance with a uniform nondiscriminatory policy, may direct the custodian to make a loan to a participant from their before-tax contribution account, subject to certain restrictions. Loans outstanding as of December 31, 2000, bear interest rates ranging from 9.75 to 11.5 percent per annum. Loans outstanding as of December 31, 1999, bear interest rates ranging from 8 to 11 percent per annum.

      Termination provisions

The Company anticipates and believes that the Plan will continue indefinitely; however, the Company reserves the right to terminate the Plan at any time by an action of its Board of Directors. In the event of termination of the Plan, the assets then remaining will be allocated and distributed to participants in accordance with the terms and provisions of the Plan.

      Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of net assets available for Plan benefits and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for Plan benefits during the reporting period. Actual results could differ from those estimates.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      Contributions and benefit distributions

Matching contributions from the Company are recognized during the period in which they are earned. Distributions are recognized during the period in which they are paid to a Plan participant.

      Investment valuation and income recognition

All investment accounts are included in the financial statements at fair value determined by quoted market prices as reported to the Plan by Schwab. Purchases and sales of securities are recorded on a settlement date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Realized gains or losses on security transactions are recorded in an amount equal to the difference between net proceeds received and the revalued cost at the date of sale and are reflected in the Statement of Changes in Net Assets Available for Plan Benefits.

The Plan presents in the Statement of Changes in Net Assets Available for Plan Benefits the net appreciation or depreciation in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation or depreciation on those investments.

      Administrative expenses

Participation fees are paid by the Company. Asset-based fees are paid by the participants.

NOTE 3 — INVESTMENTS:

During 2000, 12 funds were available to participants for investment purposes. Schwab manages the distribution of assets among funds and provides record keeping services. Following is a description of each fund:

Schwab Stable Value Fund – This fund invests primarily in insurance company guaranteed investment contracts and arrangements commonly known as synthetic investment contracts, and other investments which seek to maintain principal value, protect against market volatility, obtain consistent income return and provide reasonable liquidity. Such transactions qualify as party in interest. At December 31, 2000, there were approximately 380 participants invested in this fund.

Invesco Total Return Fund – This fund invests in a combination of equities and investment-grade fixed-income securities and seeks capital appreciation and current income. The fund maintains at least 30% of its assets in equities, and at least 30% in fixed and variable rate debt securities. The fund may invest up to 25% of assets in foreign securities. At December 31, 2000, there were approximately 200 participants invested in this fund.

Aim Charter Fund - This fund invests primarily in dividend-paying common stocks. No more than 10% of the fund’s stocks may be in securities that are not currently paying dividends. It may invest up to 10% of assets in American depositary receipts, and another 10% in direct foreign securities. At December 31, 2000, there were approximately 340 participants invested in this fund.

American Century Select Fund - This fund normally invests at least 80% of assets in dividend-paying common stocks; however, these securities are chosen primarily for their growth potential. The fund intends to remain fully invested in stocks, regardless of the movement of stock prices generally. This fund may also invest without limit in foreign securities, including depositary receipts. At December 31, 2000, there were approximately 300 participants invested in this fund.

Fidelity Magellan Fund - This fund invests primarily in common stocks and convertible securities. Up to 20% of its assets may be invested in debt securities of all types and qualities. The fund invests in domestic and foreign companies. There is no limitation on total foreign investment, but no more than 40% of the fund’s assets may be invested in companies operating exclusively in one foreign country. At December 31, 2000, there were approximately 365 participants invested in this fund.

American Century Growth Fund – This fund normally invests substantially all assets in equity securities of large, established companies. However, it may hold up to 10% of assets in cash. The fund may only purchase securities of companies with at least three years of operations, and may invest in foreign securities without limit, including depositary receipts. At December 31, 2000, there were approximately 340 participants invested in this fund.

T. Rowe Price Science & Technology Fund - This fund normally invests at least 65% of assets in companies, both foreign and domestic, that seek to develop or use scientific and technological advances. Industries include computers and peripheral, software, electronics, pharmaceutical and medical devices, telecommunications, biotechnology, waste management, chemicals, synthetic materials, defense and aerospace. These holdings may include both new and established companies. At December 31, 2000, there were approximately 375 participants invested in this fund.

T. Rowe Price New Horizons Fund - This fund invests primarily in common stocks of small, rapidly growing companies. Management concentrates on companies that may offer accelerating earnings growth because of new management, new products, or structural changes in the economy. The fund may invest up to 10% of assets in foreign securities, including American depositary receipts. At December 31, 2000, there were approximately 210 participants invested in this fund.

Scudder Global Fund - This fund invests primarily in equity securities of established domestic and foreign companies that management expects to benefit from global economic trends, promising technologies, or specific country opportunities. The fund may also invest in investment-grade corporate-debt securities and government obligations. It typically maintains investments in at least three countries, one of which may be the United States. The fund may purchase and sell options on any of its securities. At December 31, 2000, there were approximately 150 participants invested in this fund.

Vanguard Index Extended Market Fund - This fund invests in a statistically selected sample of the stocks included in the Wilshire 4500 Index. This index consists of more than 5,000 small to medium-sized U.S. common stocks traded on the New York Stock Exchange, American Stock Exchange or Nasdaq. These stocks are not included in the S&P 500 Index. At December 31, 2000, there were approximately 165 participants invested in this fund.

UAM FMA Small Company Portfolio Fund – This fund invests at least 65% of assets in common stocks issued by U.S. companies with market capitalizations of $50 million to $1 billion. When selecting securities, the advisor looks for companies with low P/E ratios, strong cash flows, good credit lines, and improving balance sheets. The fund may invest up to 10% of assets in foreign securities. At December 31, 2000, there were approximately 100 participants invested in this fund.

Personal Choice Retirement Account – This fund provides for self-directed investing whereby each participant may choose to invest in any stock listed on a major U.S. exchange, over 1,200 mutual funds, bonds and other fixed-income investments, and money market funds. At December 31, 2000, there were approximately 20 participants invested in this fund.

The following table presents the fair value of the individual investments that represent 5 percent or more of the Plan’s net assets:

	December 31,
	2000		1999
Schwab Stable Value Fund	$	5,612,482	$	6,068,851
Aim Charter Fund		4,648,938		5,300,431
American Century Select Fund		4,610,847		5,224,957
American Century Growth Fund		4,081,853		4,402,998
Fidelity Magellan Fund		4,802,270		5,429,758
T. Rowe Price Science & Technology Fund		3,699,837		4,464,347

The aggregate proceeds from transactions in the Plan’s mutual fund investments was $12,589,142 for the year ended December 31, 2000. The related cost of these transactions was $12,803,668, resulting in a realized loss totaling $214,526 for the year ended December 31, 2000. Realized gains and losses on investments are included in the caption Net depreciation on investments in the Statement of Changes in Net Assets Available for Plan Benefits.

Cost is determined using the revalued cost method. Unrealized (depreciation) appreciation on Plan assets was $(6,595,174) and $4,375,781 for the years ended December 31, 2000 and 1999.

NOTE 4 — FEDERAL INCOME TAX STATUS:

On February 13, 1996, the Internal Revenue Service advised that the Plan, as amended, is qualified and the trust thereunder is exempt from federal income tax pursuant to Section 401(a) of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan’s administrator and the Plan’s tax counsel believe that the plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

Schedule I
Page 1 of 3

KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN

SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 2000

(a)	(b) Identity of Issue			(c) Number of Shares/Units		(e) Current Value
	Cash					$	3,381
	Mutual Funds:
*		Schwab Stable Value Fund			437,113		5,612,482
		Invesco Total Return Fund			60,582		1,601,183
		Aim Charter Fund			312,009		4,648,938
		American Century Select Fund			101,807		4,610,847
		Fidelity Magellan Fund			40,254		4,802,270
		American Century Growth Fund			170,077		4,081,853
		T. Rowe Price Science & Technology Fund			104,016		3,699,837
		T. Rowe Price New Horizons Fund			60,112		1,436,079
		Scudder Global Fund			35,987		961,575
		Vanguard Index Extended Market Fund			38,522		1,025,465
		UAM FMA Small Company Portfolio Fund			29,168		518,309
	Total Mutual Funds						32,998,838
	Personal Choice Retirement Account:
		Cash and Equivalents					307,326
		Common Stocks:
			ADC Telecommunications, Inc		2,300		41,688
			Adaptec, Inc		6,700		68,675
			Advanced Fibre Communications, Inc		198		3,576
			Agilent Technologies, Inc		100		5,475
			Albertsons, Inc		829		21,969
			Alottafun, Inc		250		15
			Anadigics, Inc		900		14,738
			Applied Micro Circuits Corp		600		45,028
			Asyst Technology Corp		5,000		67,188
			Atmel Corp		250		2,906
			Avaya, Inc		84		866
			Axcelis Technologies, Inc		1,000		8,875
			Bank One Corp		994		36,408
			Banta Corp		524		13,323
			Broadcom Corp. Class A		65		5,460
			Brush Wellman, Inc		1,000		20,188
			Cadence Design Systems, Inc		500		13,750
			Checkpoint Systems, Inc		250		1,859
			CHS Electronics, Inc		1,000		1
			Cisco System, Inc		300		11,475
			Cohu, Inc		2,600		36,237

Schedule I
Page 2 of 3

KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN

SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 2000

(a)	(b) Identity of Issue	(c) Number of Shares/Units		(e) Current Value
	Compaq Computer Corp.		250		3,763
	Com21, Inc.		3,000		14,063
	Cree, Inc.		306		10,873
	CVS Corp.		807		48,362
	Cypress Semiconductor Corp.		200		3,937
	DMC Stratex Networks, Inc.		4,600		69,000
	General Electric Company		29		1,390
	Globix Corp		200		550
	Home Depot, Inc.		201		9,177
	IFR Systems, Inc.		3,000		10,500
	Integrated Silicon Solution, Inc.		250		3,594
	Intel Corp.		100		3,008
	Internet Capital Group, Inc.		2,400		7,875
	J P M Company		4,000		2,750
	JDS Uniphase Corp.		60		2,501
*	Keithley Instruments, Inc.		5,132		220,995
	Keycorp, Inc.		595		16,659
	Komag, Inc.		100		66
	Kulicke & Soffa Industries, Inc.		3,250		36,563
	LSI Logic Corp.		100		1,709
	Lucent Technologies, Inc.		3,866		52,187
	Mattson Technology, Inc.		400		4,125
	Motorola, Inc.		1,100		22,275
	National Semiconductor Corp.		100		2,012
	NCS Healthcare, Inc. Class A		11,900		1,190
	Newell Rubbermaid, Inc.		411		9,341
	Newport Corp.		70		5,503
	OpenTV Corp. Class A		72		747
	Pfizer, Inc.		100		4,620
	PMC-Sierra, Inc.		200		15,725
	Progressive Corp.		30		3,114
	Reliant Energy, Inc.		3		125
	RF Micro Devices, Inc.		200		5,487
	Solectron Corp.		100		3,390
	State Street Corp.		400		49,684
	Telcomm Semiconductor		550		6,256
	Texas Instruments, Inc.		1,334		63,198
	United Parcel Service Class B		101		5,927
	Varco International, Inc.		42		914

Schedule I
Page 3 of 3

KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 2000

(a)	(b) Identity of Issue	(c) Number of Shares/Units		(e) Current Value
	Vishay Intertechnology, Inc.		100		1,512
	Wells Fargo and Company		266		14,813
	Xerox Corp.		2,000		9,250
	Xicor, Inc.		500		1,688
	Total Common Stocks				1,170,118
	Mutual Funds:
	Firsthand Communication		188		1,595
	Firsthand Technology Value Fund		28		2,105
	Invesco Technology II		224		13,411
	Janus Enterprise Fund		99		5,286
	Janus Fund		137		4,569
	Midas Fund		27,919		23,452
	Pin Oak Aggressive Stock Fund		105		4,859
	Profunds Ultraotc Fund		702		16,015
	Profunds Ultrasmall Cap Investor		101		2,106
	Red Oak Technology		207		4,512
	Schwab International Index Fund		322		5,287
	Vanguard Capital Opportunity Fund		1,181		30,953
	Vanguard Growth Index Fund		152		4,670
	Vanguard Health Care Fund		24		3,160
	Total Personal Choice Retirement Account				1,599,424
	Participant Loans, interest rates from 9.75 to 11.5% per annum				169,043
	Total Assets Held for Investment Purposes			$	34,770,686

(*) Denotes an allowable party in interest.

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

		KEITHLEY INSTRUMENTS, INC. RETIREMENT SAVINGS TRUST AND PLAN
		(Name of Plan)
Date:	June 28, 2001	/s/ Mark J. Plush
		Mark J. Plush Vice President and Chief Financial Officer Keithley Instruments, Inc.