UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
December 3, 2012
Date of Report (Date of earliest event reported)
inTEST Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
0-22529 (Commission File Number) |
22-2370659 (I.R.S. Employer Identification No.) |
804 East Gate Drive, Suite 200, Mt. Laurel, New Jersey 08054
(Address of Principal Executive Offices, including zip code)
(856) 505-8800
(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 foiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events
On December 3, 2012 the Board of Directors of inTEST Corporation (the "Company") declared a one-time special dividend of $0.08 per share to be paid on December 17, 2012 to the Company's stockholders of record at the close of business on December 10, 2012. A copy of the press release regarding this matter is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
A list of the Exhibits which are required by Item 601 of Regulation S-K is set forth in the Exhibit Index immediately following the signature page, which Exhibit Idex is incorporated herein by reference.
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/ Daniel J. Graham
Daniel J. Graham
Sr. Vice President, GM-Mechanical Products Segment
and GM-Electrical Products Segment
Date: December 5, 2012
Exhibit Index
99.1 Press Release dated December 4, 2012.
EXHIBIT 99.1
[inTEST News Release Letterhead]
inTEST Declares Special One-Time Cash Dividend of $0.08 per Share
MOUNT LAUREL, NJ, December 04, 2012 - inTEST Corporation (Nasdaq: INTT), an independent designer, manufacturer and marketer of temperature management products and semiconductor automatic test equipment (ATE) interface solutions, today announced that its Board of Directors has approved the declaration of a one-time special dividend of $0.08 per share to be paid on December 17, 2012 to the Corporation's stockholders of record at the close of business on December 10, 2012. The dividend will be funded with available cash on hand.
Robert E. Matthiessen, inTEST Corporation's President and Chief Executive Officer, said, "The Board considered a variety of factors in reaching the decision to declare a dividend at this time, noting that the likelihood of an increase in the tax rates in 2013 would be economically disadvantageous to our stockholders. inTEST has and will continue to have a strong balance sheet after payment of the dividend, with over $16 million in cash and cash equivalents and approximately $21 million in working capital at the present time. Our management remains committed to its strategy of diversified growth through acquisition and remains well positioned in the event such an opportunity arises."
About inTEST Corporation
inTEST Corporation is an independent designer, manufacturer and marketer of temperature management products and ATE interface solutions, 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. The Company's products are also sold into the automotive, consumer electronics, defense/aerospace and telecommunications industries. Specific products include temperature management systems, manipulator and docking hardware products and customized interface solutions. The Company has established strong relationships with its customers globally, which it supports through a network of local offices. For more information visit www.intest.com.
Forward-Looking Statements:
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not convey historical information, but relate to predicted or potential future events that are based upon management's current expectations. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. In addition to the factors mentioned in this press release, such risks and uncertainties include, but are not limited to, changes in business conditions and the economy, generally; changes in the demand for semiconductors, generally; changes in the rates of, and timing of, capital expenditures by semiconductor manufacturers; progress of product development programs; increases in raw material and fabrication costs associated with our products; implementation of additional restructuring initiatives and other risk factors set forth from time to time in our SEC filings, including, but not limited to, our periodic reports on Form 10-K and Form 10-Q. The Company undertakes no obligation to update the information in this press release to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated or unanticipated events.
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Contacts: |
Investors: |
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inTEST Corporation |
Laura Guerrant-Oiye, Principal |
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Hugh T. Regan, Jr. |
Guerrant Associates |
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Treasurer and Chief Financial Officer |
lguerrant@guerrantir.com |
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Tel: 856-505-8999 |
Tel: 808-882-1467 |