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): May 16, 2000
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inTEST Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-22529 22-2370659
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
2 Pin Oak Lane, Cherry Hill, New Jersey 08003
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (856)424-6886
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ITEM 5. OTHER EVENTS.
On March 9, 2000, inTEST Corporation (the "Company")
completed a merger with Temptronic Corporation, a Massachusetts
corporation ("Temptronic"), whereby Temptronic was merged into
a wholly-owned subsidiary of the Company. The Company exchanged
2,046,793 shares of its common stock for all of the Temptronic
common stock. Each share of Temptronic common stock was
exchanged for 0.925 shares of the Company's common stock. In
addition, outstanding Temptronic stock options were converted at
the same exchange ratio into options to acquire 175,686 shares of
the Company's common stock. The merger was accounted for under
the pooling-of-interests method of accounting.
The Securities and Exchange Commission and its Accounting
Series Release No.135 ("ASR No. 135"), prohibits affiliates of
a company that are party to a business combination accounted for
as a pooling-of-interests from selling any common stock received
in such business combination until such time as financial results
covering at least 30 days of post-merger combined operations have
been published. In accordance with ASR No. 135 and certain
provisions of the Agreement and Plan of Merger, dated January 4,
2000, by and among Temptronic, the Company and a wholly-owned
subsidiary of the Company, the consolidated results of operations
for the month ended April 30, 2000 were as follows (in thousands,
except per share data):
Net revenues $6,190
Net income 893
Net income per share - diluted $0.11
The above results have been prepared and published only for
purposes of complying with the above contractual requirements and
with the pooling-of-interests accounting requirements and
therefore are not indicative or predictive of the results for any
interim period or the quarter ended June 30, 2000. As previously
disclosed, the Company recorded a one-time restructuring charge
of approximately $2.6 million in connection with the merger
during the quarter ended March 31, 2000. The Company does not
expect to record any further costs related to the merger in
future periods.
1
SIGNATURE
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.
inTEST CORPORATION
By: /s/ Hugh T. Regan, Jr.
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Hugh T. Regan, Jr.
Treasurer, Chief Financial
Officer and Secretary
Date: May 16, 2000
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