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 December 2, 2005 ---------------------- Date of Report (Date of earliest event reported) inTEST CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-22529 22-2370659 -------------------------------- ------------ -------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 7 ESTERBROOK LANE, CHERRY HILL, NEW JERSEY 08003 ------------------------------------------------ (Address of principal executive offices) (856) 424-6886 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------------- (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 December 2, 2005, inTEST Corporation (the "Company") reported that Forms 144 that were filed with the Securities and Exchange Commission for several executive officers and a director substantially overstated the number of shares that were to be sold in the ninety days following the filing of such Forms 144. Details regarding this report are set forth in the Company's press release dated December 2, 2005 which is attached as Exhibit 99.1 to this Current Report on Form 8-K ("Form 8-K") and incorporated herein by reference. The information in this Item 7.01 of this Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. ITEM 9.01 EXHIBITS - ----------------------- ------------------------------------------------ EXHIBIT NO. DESCRIPTION - ----------------------- ------------------------------------------------ 99.1 Press release, dated December 2, 2005. - ----------------------- ------------------------------------------------ 2
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. Date: December 2, 2005 inTEST CORPORATION By: /s/ Hugh T. Regan, Jr. --------------------------- Hugh T. Regan, Jr. Secretary, Treasurer and Chief Financial Officer 3
EXHIBIT INDEX - ----------------------- --------------------------------------------- EXHIBIT NO. DESCRIPTION - ----------------------- --------------------------------------------- 99.1 Press release, dated December 2, 2005. - ----------------------- --------------------------------------------- 4
EXHIBIT 99.1 [inTEST News Release Letterhead] inTEST REPORTS INCORRECT INFORMATION IN FORMS 144 FILED ON BEHALF OF EXECUTIVE OFFICERS AND DIRECTOR CHERRY HILL, NJ, December 2, 2005 - inTEST Corporation (Nasdaq: INTT), an independent designer, manufacturer and marketer of semiconductor automatic test equipment (ATE) interface solutions and temperature management products, today reported that Forms 144 that were filed with the Securities and Exchange Commission for several executive officers and a director substantially overstated the number of shares that were to be sold in the ninety days following the filing of such Forms 144. The Forms 144 were filed on behalf of these executive officers and director by their broker in connection with sales that were to be executed under 10b5-1 trading plans. Amended Forms 144 will be filed as soon as possible. The Forms 144 should have reported as planned sales such number of shares that were designated to be sold by such officers upon the vesting of shares of restricted stock that had been awarded last year. Twenty-five percent (25%) of these shares vested on November 23, 2005, at which time the value of the vested shares became taxable income to the recipients. In order to obtain the funds to pay the income taxes that became due upon the vesting of such shares, the following officers and director had each entered into 10b5-1 trading plans in August 2005 that directed the sale of a portion of the shares when they vested: Robert E. Matthiessen, CEO, Hugh T. Regan, Jr., CFO, James Pelrin, General Manager - Temperature Management Product Segment, Daniel J. Graham, General Manager - Manipulator and Docking Hardware Product Segment and Stuart F. Daniels, a director. Such trading plans were designed to comply with the rules and regulations of the Securities and Exchange Commission. The amended Forms 144 will restate the number of shares each of these persons planned to sell as follows: - ---------------------------- ------------------------------- ----------------------------- --------------------------- # OF SHARES THAT SHOULD # OF SHARES REPORTED AS HAVE BEEN REPORTED AS RESTRICTED SHARES VESTED OFFICER/DIRECTOR PLANNED SALES PLANNED SALES ON NOV. 23, 2005 - ---------------------------- ------------------------------- ----------------------------- --------------------------- Matthiessen 141,500 2,200 8,750 - ---------------------------- ------------------------------- ----------------------------- --------------------------- Regan 13,750 1,250 5,000 - ---------------------------- ------------------------------- ----------------------------- --------------------------- Pelrin 30,000 1,275 5,000 - ---------------------------- ------------------------------- ----------------------------- --------------------------- Graham 130,000 1,250 5,000 - ---------------------------- ------------------------------- ----------------------------- --------------------------- Daniels 27,000 500 3,000 - ---------------------------- ------------------------------- ----------------------------- --------------------------- Alyn Holt, Chairman of the Board, commented, "It is extremely unfortunate that these Forms 144 were filed as they were, suggesting that our officers and directors are not fully behind the company, when each of these individuals continues to hold substantially all of the restricted shares that vested last month."
ABOUT inTEST CORPORATION inTEST Corporation is an independent designer, manufacturer and marketer of ATE interface solutions and temperature management products, which are used by semiconductor manufacturers to perform final testing of integrated circuits (ICs) and wafers. The Company's high-performance products are designed to enable semiconductor manufacturers to improve the speed, reliability, efficiency and profitability of IC test processes. Specific products include positioner and docking hardware products, temperature management systems and customized interface solutions. The Company has established strong relationships with semiconductor manufacturers globally, which it supports through a network of local offices. For more information visit WWW.INTEST.COM. CONTACTS: Hugh T. Regan, Jr., Treasurer and Chief Financial Officer, inTEST Corporation 856-424-6886, ext 201. David Pasquale, 646-536-7006, or Abbas Qasim, 646-536-7014 Both of The Ruth Group, www.TheRuthGroup.com