UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): | February 12, 2005 |
Keithley Instruments, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Ohio | 1-9965 | 34-0794417 |
| _____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 28775 Aurora Road, Solon, Ohio | 44139 | |
| _________________________________ (Address of principal executive offices) | ___________ (Zip Code) |
| Registrant’s telephone number, including area code: | (440) 248-0400 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On February 12, 2005, the Board of Directors of Keithley Instruments, Inc. authorized the accelerating of the vesting of certain unvested and "out-of-the-money" stock options outstanding as of January 31, 2005 under the Company's stock plans that have exercise prices of $17.00 or higher.
Under the recently revised Financial Accounting Standards Board Statement No. 123 (revised 2004), "Share-Based Payment," the Company will apply the expense recognition provisions relating to stock options beginning July 1, 2005. As a result of the acceleration, the Company expects to reduce stock option expense it otherwise would be required to record by approximately $0.4 million in fiscal 2005, $1.2 million in fiscal 2006, $1.2 million in fiscal 2007 and $0.9 million in fiscal 2008 on a pre-tax basis.
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.
| Keithley Instruments, Inc. | ||||
| March 11, 2005 | By: | Joseph P. Keithley | ||
| Name: Joseph P. Keithley | ||||
| Title: Chairman, President and Chief Executive Officer | ||||