Form 8-K - 5/16/17

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

        May 16, 2017       
Date of Report (Date of earliest event reported)

inTEST Corporation
(Exact Name of Registrant as Specified in its Charter)

 Delaware
(State or Other Jurisdiction of Incorporation)

1-36117
(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 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

Emerging growth company  [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   [  ]


____________________________________

 


Item 5.02.
   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

 

(c)

On May 16, 2017, the Board of Directors appointed (i) Robert E. Matthiessen, a director of inTEST and inTEST's President and Chief Executive Officer, to the additional office of Executive Chairman and as a member of inTEST's Executive Committee, and (ii) James Pelrin, inTEST's Executive Vice President, to the additional office of Chief Operating Officer.

 

 

(d)

On May 16, 2017, the Board of Directors appointed James Pelrin, inTEST's Executive Vice President and Chief Operating Officer, as a director of inTEST filling the vacancy on the Board created by the death of Alyn R. Holt.

Item 8.01.    Other Events

Alyn R. Holt the Company's Executive Chairman passed away on May 13, 2017, creating a vacancy on the Board of Directors and the Executive Committee and in the office of Executive Chairman. Accordingly, as reported above under Item 5.02 of this Form 8-K, the Board of Directors appointed (i) Robert E. Matthiessen, a director of inTEST and inTEST's President and Chief Executive Officer, to the additional office of Executive Chairman and as a member of inTEST's Executive Committee, and (ii) James Pelrin, inTEST's Executive Vice President, to the additional office of Chief Operating Officer and as a director of inTEST. The Nominating and Corporate Governance Committee of inTEST also nominated Mr. Pelrin to stand for re-election as director at the 2017 Annual Meeting of Stockholders.

Item 9.01.    Financials Statements and Exhibits

A list of the Exhibits which are required by Item 601 of Regulation S-K and furnished with this Report is set forth in the Exhibit Index immediately following the signature page, which Exhibit Index 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/ Hugh T. Regan, Jr.
        Hugh T. Regan, Jr.
  
      Secretary, Treasurer and Chief Financial Officer

Date:   May 19, 2017

 

_______________________________________________

 

Exhibit Index

 

99.1  Press Release dated May 16, 2017.

Exh 99.1-Form 8K-5/16/17

EXHIBIT 99.1

[inTEST News Release Letterhead]

 

inTEST Announces Death of Co-Founder and Executive Chairman, Alyn R. Holt

MOUNT LAUREL, NJ, May 16, 2017 - inTEST Corporation (NYSE MKT: INTT), an independent designer, manufacturer and marketer of thermal management products and semiconductor automatic test equipment (ATE) interface solutions, today announced the death of Alyn R. Holt, co-founder and Executive Chairman, May 13, 2017. He was 79 years old. Mr. Holt served as inTEST's Chairman since its inception in September 1981 and as Chief Executive Officer from September 1981 to August 1998.

Robert E. Matthiessen, President and Chief Executive Officer, stated, "All of us at inTEST are deeply saddened by the passing of our friend and colleague, Alyn Holt. Alyn exemplified the true entrepreneurial spirit. After literally starting inTEST in his garage in 1981, his vision grew the company into the worldwide enterprise it is today, with operations throughout the United States as well as in Europe and Asia; yet through it all, he remained true to his farm-boy roots, a foundation of hard work, family dedication, and an enjoyment of life. He provided visionary leadership throughout his nearly 40-years' service to inTEST and was incredibly proud of the Company and all of its employees. His drive to excellence, determination, can-do spirit and commitment to inTEST will inspire and stay with us always. We have not only lost a respected voice and participant in the high-tech world of testing semiconductors and integrated circuits, we have lost a true friend who we will miss greatly. On behalf of our Board of Directors, management team and our associates, we mark Alyn's passing, celebrate his life and extend our deepest sympathies to his family."

In accordance with the Company's succession plan, the Board of Directors has approved the appointment of Robert E. Matthiessen, a director of inTEST and the Company's President and Chief Executive Officer, to the additional office of Executive Chairman and to become a member of inTEST's Executive Committee, and James Pelrin, inTEST's Executive Vice President, to the additional office of Chief Operating Officer and to become a director of inTEST. The Nominating and Corporate Governance Committee of inTEST also approved the nomination of Mr. Pelrin to stand for election as director at the 2017 Annual Meeting of Stockholders.

About inTEST Corporation
inTEST Corporation is an independent designer, manufacturer and marketer of thermal management products and ATE interface solutions, which are used by semiconductor manufacturers to perform final testing of integrated circuits (ICs) and wafers and by manufacturers in other diversified industries. The Company's high-performance products are designed to enable semiconductor manufacturers to improve the speed, reliability, efficiency and profitability of IC test processes. Other industries into which the Company's products are also sold include: the automotive, consumer electronics, defense/aerospace, energy, industrial and telecommunications markets. 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.

 

 

Contacts:

 

inTEST Corporation

Investors:

Hugh T. Regan, Jr.

Laura Guerrant-Oiye, Principal

Treasurer and Chief Financial Officer

Guerrant Associates

Tel: 856-505-8999

lguerrant@guerrantir.com

 

Tel: 808-960-2642

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