UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
For the fiscal year ended
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to ___________________
Commission File Number 0-22529
inTEST Corporation
Delaware (State or other jurisdiction of incorporation or organization) |
22-2370659 (I.R.S. Employer Identification Number) |
7 Esterbrook Lane
Cherry Hill, New Jersey 08003
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / /
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes / / No /X/
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold on June 30, 2004 (the last business day of the Registrant's most recently completed second quarter), was: $39,693,912.
The number of shares outstanding of the Registrant's common stock, as of March 31, 2005, was 9,053,653.
This Form 10-K/A is being filed to amend the Form 10-K filed by inTEST on March 31, 2005 to include the information required in Items 10-14. Item 15 is restated in full as required by Rule 12b-15, in order to include in the list of exhibits the certifications that are filed with this Form 10-K/A.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS
Biographical and Other Information
The names of the persons serving as directors and executive officers as of April 27, 2005 are listed below, together with their ages and certain other information.
Name |
Age |
Position |
Robert E. Matthiessen |
60 |
President, Chief Executive Officer and Director |
Hugh T. Regan, Jr. |
45 |
Secretary, Treasurer and Chief Financial Officer |
Daniel J. Graham |
59 |
General Manager-Manipulator and Docking Hardware Product Segment and Vice Chairman |
James Pelrin |
53 |
General Manager-Temperature Management Product Segment |
Dale E. Christman |
54 |
General Manager- Tester Interface Product Segment |
Alyn R. Holt |
67 |
Chairman |
Richard O. Endres |
79 |
Director |
Stuart F. Daniels, Ph.D |
64 |
Director |
James J. Greed, Jr. |
66 |
Director |
Joseph A. Savarese |
67 |
Director |
James W. Schwartz, Esq |
70 |
Director |
Item 11: EXECUTIVE COMPENSATION
Compensation of inTEST Management
The following table sets forth certain information with respect to the compensation we paid for services rendered during the years ended December 31, 2004, 2003 and 2002, to our Chief Executive Officer and our four other most highly compensated executive officers who were serving as such at December 31, 2004 (each a "Named Executive Officer").
Summary Compensation Table
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Long-Term |
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Restricted |
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Securities |
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Robert E. Matthiessen |
2004 |
$289,761 |
|
$18,610 |
(1) |
$168,000 |
(2) |
-- |
|
$25,581 |
(4) |
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Alyn R. Holt |
2004 |
$279,840 |
|
-- |
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-- |
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$10,303 |
(5) |
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Hugh T. Regan, Jr. |
2004 |
$185,128 |
|
$40,000 |
(1) |
$96,000 |
(2) |
-- |
|
$5,850 |
(6) |
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Daniel J. Graham |
2004 |
$203,637 |
|
$9,305 |
(1) |
$96,000 |
(2) |
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$5,852 |
(7) |
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Dale E. Christman (8) |
2004 |
$182,769 |
|
$29,708 |
(1) |
$96,000 |
(2) |
|
|
$ 5,848 |
(9) |
_______________________
(1) |
Paid in 2005. |
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(2) |
On November 23, 2004, restricted stock awards were granted to Messrs. Matthiessen (35,000 shares), Regan (20,000 shares), Graham (20,000 shares) and Christman (20,000 shares) subject to vesting over four years with 25% of the shares vesting each year beginning on November 23, 2005, and full vesting upon death, disability or change of control. The value of these shares based on the closing price of our common stock on December 31, 2004 were $153,650, $87,800, $87,800 and $87,800, respectively. Dividends, if any, are payable on shares of restricted stock to the same extent as paid on our common stock, generally. These restricted stock awards are the only awards of this type to date, and thus constitute the aggregate holdings at December 31, 2004. |
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(3) |
These options were issued six months and one day after the cancellation of a like number of options pursuant to a voluntary stock option exchange program commenced August 16, 2002. Under the program, participants were given the right to forfeit outstanding stock options previously granted to them with an exercise price greater than or equal to $9.5625 per share, in exchange for the right to receive a new option to buy shares of our common stock to be granted on February 24, 2003. The exercise price of the new options was equal to $3.04, the fair market value of our common stock on the new grant date. The exchange program did not result in any compensation charges or variable option plan accounting, as it complied with Interpretation No. 44, Accounting for Certain Transactions Involving Stock-Based Compensation. |
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(4) |
Includes $1,102, $1,102 and $1,265 for premiums paid on life insurance for Mr. Matthiessen in 2004, 2003, and 2002, respectively; $4,750 and $3,045 for matching contributions to Mr. Matthiessen's 401(k) Plan account in 2004 and 2002, respectively; $19,729 and $33,839 for serving as a director of inTEST Kabushiki Kaisha and inTEST PTE Ltd in 2004 and 2003, respectively; and $31,648 for serving as a director of inTEST Limited, inTEST Kabushiki Kaisha and inTEST PTE Ltd in 2002. |
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(5) |
Includes $1,102, $1,102 and $1,265, for premiums paid on life insurance for Mr. Holt in 2004, 2003 and 2002, respectively; $4,750 and $2,067 for matching contributions to Mr. Holt's 401(k) Plan account in 2004 and 2002, respectively; $4,451, $18,496 and $19,119 for serving as a director of inTEST Kabushiki Kaisha in 2004, 2003 and 2002, respectively. |
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(6) |
Includes $1,100, $1,102 and $1,216 for premiums paid on life insurance for Mr. Regan in 2004, 2003 and 2002, respectively; and $4,750 and $2,351 for matching contributions to Mr. Regan's 401(k) Plan account in 2004 and 2002, respectively. |
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(7) |
Includes $1,102, $1,102 and $1,244 for premiums paid on life insurance for Mr. Graham in 2004, 2003, and 2002, respectively; and $4,750 and $2,586 for matching contributions to Mr. Graham's 401(k) Plan account in 2004 and 2002, respectively. |
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(8) |
Effective November 2004, Mr. Christman began serving as General Manager - Tester Interface Product Segment. |
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(9) |
Includes $1,098 for premiums paid on life insurance in 2004; and $4,750 for matching contributions to Mr. Christman's 401(k) Plan account in 2004. |
Stock Options
Aggregated Option Exercises in 2004 and December 31, 2004 Option Values
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Number of Shares |
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Value of Unexercised |
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Name |
Exercisable |
Unexercisable |
|
Exercisable |
Unexercisable |
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Robert E. Matthiessen |
1,000 |
$ 5,909 |
92,750 |
31,250 |
|
$125,213 |
$42,188 |
|
Hugh T. Regan, Jr |
87,500 |
$413,166 |
0 |
12,500 |
|
- |
$16,875 |
|
Dale E. Christman |
- |
- |
16,000 |
14,000 |
|
$ 1,560 |
$ 2,340 |
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(1) |
Based upon the closing price for our common stock as reported on the Nasdaq National Market System on December 31, 2004 of $4.39 less the exercise price. Value of unexercised in-the-money options does not reflect the value of any stock options where the exercise price is greater than, or equal to, the closing price of our common stock on December 31, 2004. |
Change of Control Agreements
a. |
payment of base salary on the same basis paid immediately prior to termination; |
b. |
payment of any bonus the executive officer would otherwise be eligible to receive for the year in which the termination occurs and for that portion of the following year which falls within a period of one year following termination; and |
c. |
continuation of all fringe benefits the executive officer was receiving immediately prior to the termination. |
Notwithstanding the above, the benefits under the Change of Control Agreements will be reduced to the extent that the payments would not be deductible by us (in whole or in part) under Section 280G of the Internal Revenue Code.
On November 23, 2004, certain of our named executive officers were granted awards of restricted stock, as described in Footnote 3 to the Summary Compensation Table. Pursuant to the applicable Restricted Stock Award Agreements, these awards of restricted stock are subject to full vesting upon a change of control, as defined in such agreements.
Director Compensation
In November 2004, in conjunction with our cost containment initiative, we instituted a 20% reduction in directors' fees. We currently pay non-employee directors an annual retainer fee of $20,000. Members of the Executive Committee are paid an additional annual retainer of $12,000. In recognition of their increased responsibility and service, the chairmen of the committees of the Board are paid an additional annual fee as follows: the Chairman of the Audit Committee is paid an additional annual fee of $12,000; the Chairman of the Compensation Committee is paid an additional annual fee of $8,000; the Chairman of the IP Committee is paid an additional annual fee of $60,000; and the Chairman of the Nominating Committee is paid an additional annual fee of $8,000. In addition, we reimburse non-employee directors' travel expenses and other costs associated with attending board or committee meetings.
As a result of their selection to join the Board, on May 3, 2004, Messrs. Saravese and Schwartz were granted options to purchase 10,000 shares of our common stock, which became fully exercisable on November 3, 2004, six months from the date of grant. The exercise price of the options is $5.66, the fair market value on the date of issuance.
In conjunction with the reduction of directors' cash fees, the non-employee directors were awarded shares of restricted stock under the inTEST Corporation Amended and Restated 1997 Stock Plan during 2004. The awards were granted on November 23, 2004 and are subject to a four-year vesting period with 25% of the shares vesting each year beginning November 23, 2005. Specifically, Dr. Daniels received 12,000 shares, and Messrs. Endres, Greed, Savarese and Schwartz each received 5,000 shares.
We do not pay additional cash compensation to our officers for their service as directors. However, officers who serve as directors of our foreign subsidiaries receive compensation as approved each year by such subsidiary's Board of Directors.
Compensation Committee Interlocks and Insider Participation
During 2004, the Compensation Committee consisted of Dr. Daniels, Chairman, and Messrs. Endres, Holt, Slayton, Greed, Savarese and Schwartz. Mr. Holt is one of our executive officers. The Company utilizes the legal services of Saul Ewing LLP, a Philadelphia law firm. James W. Schwartz, Esq., a director of the Company, was a partner in that law firm until his retirement in December 2003. Mr. Schwartz is presently Of Counsel to Saul Ewing LLP. Mr. Slayton resigned from the Board effective as of the close of business on March 1, 2005.
Item 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information known to us regarding the beneficial ownership of our common stock as of April 11, 2005 (except where otherwise noted) by:
Percentage ownership in the following table is based on 9,071,408 shares of common stock outstanding as of April 11, 2005 (excluding shares held by one of our subsidiaries which may not be voted or counted towards a quorum). We have determined beneficial ownership in the table in accordance with the rules of the SEC. In computing the number of shares beneficially owned by any person and the percentage ownership of that person, we have deemed shares of common stock subject to options or warrants held by that person that are currently exercisable or will become exercisable by June 10, 2005 to be outstanding. However, we have not deemed these shares to be outstanding for computing the percentage ownership of any other person. To our knowledge, except as set forth in the footnotes below, each stockholder identified in the table possesses sole voting and investment power with respect to all shares of common stock shown as beneficially owned by such stockholder.
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Shares |
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Directors and Named Executive Officers : |
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Alyn R. Holt (3)(4) |
1,532,556 |
16.9% |
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Robert E. Matthiessen (5) |
220,419 |
2.4% |
|
Daniel J. Graham (6) |
217,260 |
2.4% |
|
Hugh T. Regan, Jr. (7) |
38,600 |
* |
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Dale E. Christman (8) |
40,000 |
* |
|
Richard O. Endres (9) |
33,197 |
* |
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Stuart F. Daniels, Ph.D. (10) |
43,282 |
* |
|
James J. Greed, Jr. (11) |
16,000 |
* |
|
Joseph A. Savarese (12) |
15,000 |
* |
|
James W. Schwartz, Esq. (13) |
16,000 |
* |
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All directors and executive officers as a group (11 individuals) (14) |
2,204,314 |
23.7% |
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Five Percent Stockholders : |
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Rutabaga Capital Management (15) |
1,127,159 |
12.4% |
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Wasatch Advisors, Inc. (16) |
1,013,340 |
11.2% |
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FMR Corp. (17) |
868,000 |
9.6% |
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Wellington Management Company, LLP (18) |
553,100 |
6.1% |
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(1) |
Includes shares that may be acquired within sixty days after April 11, 2005 ("Option Shares") through the exercise of stock options. |
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(2) |
Includes shares of restricted stock ("Restricted Shares") that will vest as follows: 25% on November 23, 2005, and 25% per year thereafter through November 23, 2008, subject to certain conditions, including, but not limited to, the continued employment by, or service to, the Corporation of the respective beneficial owner through each such vesting date, with full vesting upon death, disability, or change of control. The beneficial owner will not have investment power over such Restricted Shares, and such Restricted Shares will not be delivered to the beneficial owner, until such Restricted Shares are vested. Each beneficial owner has sole voting power over all of the Restricted Shares awarded to him, notwithstanding such future vesting of the other rights of ownership of the Restricted Shares. |
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(3) |
The address of the stockholder is: c/o inTEST, 7 Esterbrook Lane, Cherry Hill, New Jersey 08003. |
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(4) |
Includes 200,000 shares owned by The Alyn R. Holt Trust f/b/o Kristen Holt Thompson, 115,000 shares owned by The Holt Charitable Remainder Trust and 24,000 shares owned by The Alyn R. Holt Year 2001 Irrevocable Trust. Excludes 150,427 shares owned by Mr. Holt's spouse. Mr. Holt disclaims beneficial ownership of the shares owned by his spouse. |
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(5) |
Excludes 61,618 shares owned by Mr. Matthiessen's spouse. Mr. Matthiessen disclaims beneficial ownership of the shares owned by his spouse. Includes 124,000 Option Shares and 35,000 Restricted Shares. |
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(6) |
Excludes 129,000 shares owned by Mr. Graham's spouse and 8,500 shares held in trust for the benefit of Mr. Graham's minor child. Mr. Graham disclaims beneficial ownership of the shares owned by his spouse and child. Includes 20,000 Restricted Shares. |
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(7) |
Includes 12,500 Option Shares and 20,000 Restricted Shares. |
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(8) |
Includes 20,000 Option Shares and 20,000 Restricted Shares. |
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(9) |
Excludes 10,000 shares owned by Mr. Endres' spouse. Mr. Endres disclaims beneficial ownership of the shares owned by his spouse. Includes 5,000 Restricted Shares. |
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(10) |
Includes 20,000 Option Shares and 12,000 Restricted Shares. |
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(11) |
Includes 10,000 Option Shares and 5,000 Restricted Shares. |
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(12) |
Includes 10,000 Options Shares and 5,000 Restricted Shares. |
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(13) |
Includes 1,000 shares owned by Mr. Schwartz's spouse, 10,000 Option Shares and 5,000 Restricted Shares. |
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(14) |
Includes 218,500 Option Shares and 147,000 Restricted Shares. |
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(15) |
According to a Schedule 13G filed with the SEC on January 16, 2005, as of December 31, 2004, Rutabaga Capital Management, an investment advisor in accordance with Section 203 of the Investment Advisors Act of 1940, reported that it is the beneficial owner of 1,127,159 shares of inTEST common stock. The principal business office of Rutabaga Capital Management is located at 64 Broad Street, 3rd Floor, Boston, MA 02109 |
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(16) |
According to a Schedule 13G filed with the SEC on February 14, 2005, as of December 31, 2004, Wasatch Advisors, Inc., an investment advisor in accordance with Section 203 of the Investment Advisors Act of 1940, reported that it is the beneficial owner of 1,013,340 shares of inTEST common stock. The principal business office of Wasatch Advisors, Inc. is located at 150 Social Hall Avenue, Salt Lake City, Utah 84111. |
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(17) |
According to a Schedule 13G/A filed with the SEC on December 10, 2002, as of November 30, 2002, Fidelity Management & Research Company, a wholly-owned subsidiary of FMR Corp., reported that it is the beneficial owner of the 868,000 shares as a result of acting as investment adviser to Fidelity Low Priced Stock Fund, an investment company registered under Section 8 of the Investment Company Act of 1940 that owns the 868,000 shares. The address or principal business office of each of Fidelity Management & Research, FMR and Fidelity Low Priced Stock Fund is 82 Devonshire Street, Boston MA 02109. Edward C. Johnson 3d, Chairman of FMR, and Abigail P. Johnson, a director of FMR, and other members of the Edward C. Johnson 3d family and trusts for their benefit, through their ownership of voting common stock of FMR and the execution of a stockholders' voting agreement, may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR. Edward C. Johnson 3 d, Fidelity Management & Research, FMR (through its control of Fidelity Management & Research) and Fidelity Low Priced Stock Fund each has sole power to dispose of the shares. Neither FMR nor Edward C. Johnson 3d has the sole power to vote or direct the voting of the shares owned by Fidelity Low Priced Stock Fund, which power resides with, and is directed by, the Board of Trustees of Fidelity Low Priced Stock Fund. |
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(18) |
According to a Schedule 13G/A filed with the SEC on February 14, 2005, as of December 31, 2004, Wellington Management Company, LLP, in its capacity as investment adviser and as a parent holding company of Wellington Trust Company, NA, a wholly-owned subsidiary of Wellington Management Company, LLP and a bank as defined in Section 3(a)(6) of the Exchange Act, may be deemed to beneficially own the 553,100 shares that are held of record by its clients. The principal business offices of Wellington Management Company, LLP and Wellington Trust Company, NA are located at 75 State Street, Boston, MA 02109. |
Item 13:
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSThe Company utilizes the legal services of Saul Ewing LLP, a Philadelphia law firm. James W. Schwartz, Esq., a director of the Company, was a partner in that law firm until his retirement in December 2003. Mr. Schwartz is presently Of Counsel to Saul Ewing LLP.
Item 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES [NEEDS TO BE UPDATED]
The following table sets forth the aggregate fees billed by KPMG LLP for audit services rendered in connection with the consolidated financial statements and reports for fiscal years 2004 and 2003 and for other services billed during fiscal years 2004 and 2003.
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Audit Fees |
$344,857 |
$216,784 |
Audit-Related Fees |
- |
- |
Tax Fees |
21,906 |
38,112 |
All Other Fees |
- |
- |
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Total Fees |
$366,763 |
$254,896 |
Audit Fees:
Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements and review of the interim condensed consolidated financial statements for the fiscal years 2004 and 2003, respectively included in quarterly reports during those years and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements, and attest services, except those not required by statute or regulation.
Item 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The documents filed as part of this Annual Report on Form 10-K are:
(i) Our consolidated financial statements and notes thereto as well as the applicable report of our independent auditors are included in Part II, Item 8 of this Annual Report on Form 10-K.
(ii) The following financial statement schedule should be read in conjunction with the consolidated financial statements set forth in Part II, Item 8 of this Annual Report on Form 10-K:
Schedule II -- Valuation and Qualifying Accounts
(iii) The exhibits required by Item 601 of Regulation S-K are included under Item 15(c) of this Annual Report on Form 10-K.
(b) Exhibits required by Item 601 of Regulation S-K:
Exhibit |
|
3.1 |
Certificate of Incorporation. (1) |
3.2 |
By Laws. (1) |
10.1 |
Lease dated October 27, 1999 between Earl E. and Mitsue Jio and inTEST Sunnyvale, a |
10.2 |
Lease Agreement between First Industrial, L.P. and the Company, dated June 6, 2000. (3) |
10.3 |
Lease between SPHOS, Inc. and Temptronic Corporation (a subsidiary of the Company), |
10.4 |
Lease between The Irvine Company and the Company dated September 15, 2004 (5) |
10.5 |
Change of Control Agreement dated April 17, 2001 between the Company and Robert E. Matthiessen. (6)(*) |
10.6 |
Change of Control Agreement dated April 17, 2001 between the Company and Hugh T. Regan, Jr. (6)(*) |
10.7 |
inTEST Corporation Amended and Restated 1997 Stock Plan. (7)(*) |
10.8 |
Form of Restricted Stock Grant. (9)(*) |
10.9 |
Form of Stock Option Grant - Director. (9)(*) |
10.10 |
Form of Stock Option Grant - Officer. (9)(*) |
10.11 |
Compensatory Arrangements of Executive Officers and Directors. (9)(*) |
14 |
Code of Ethics (8) |
21 |
Subsidiaries of the Company. (9) |
23 |
Consent of KPMG LLP. (9) |
31.1 |
Certification of Chief Executive Officer pursuant to Rule 13a-14(a). (9) |
31.2 |
Certification of Chief Financial Officer pursuant to Rule 13a-14(a). (9) |
31.3 |
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) with respect to Form 10-K/A. |
31.4 |
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) with respect to Form 10-K/A. |
32.1 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (9) |
32.2 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (9) |
(1) |
Previously filed by the Company as an exhibit to the Company's Registration Statement on Form S-1, File No. 333-26457 filed May 2, 1997, and incorporated herein by reference. |
(2) |
Previously filed by the Company as an exhibit to the Company's Form 10-K for the year ended December 31, 1999, filed March 30, 2000, and incorporated herein by reference. |
(3) |
Previously filed by the Company as an exhibit to the Company's Form 10-Q for the quarter ended June 30, 2000, filed August 14, 2000, and incorporated herein by reference. |
(4) |
Previously filed by the Company as an exhibit to the Company's Form 10-K for the year ended December 31, 2000, filed March 30, 2001, and incorporated herein by reference. |
(5) |
Previously filed by the Company as an exhibit to the Company's Form 8-K dated September 15, 2004, filed October 6, 2004, and incorporated herein by reference. |
(6) |
Previously filed by the Company as an exhibit to the Company's Form 10-Q for the quarter ended March 31, 2001, filed May 15, 2001, and incorporated herein by reference. |
(7) |
Previously filed by the Company as an exhibit to the Company's Form 10-Q for the quarter ended June 30, 2002, filed August 14, 2002, and incorporated herein by reference. |
(8) |
Previously filed by the Company as an exhibit to the Company's Form 10-K for the year ended December 31, 2003, filed March 30, 2004, and incorporated herein by reference. |
(9) |
Previously filed by the Company as an exhibit to the Company's Form 10-K for the year ended December 31, 2004, filed March 31, 2005, and incorporated herein by reference. |
(*) |
Indicates a management contract or compensatory plan, contract or arrangement in which a director or executive officers participate. |
Signature
Pursuant to the requirements of 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.
Treasurer, Secretary and Chief Financial Officer
Date: May 2, 2005
Index to Exhibits
Exhibit |
|
3.1 |
Certificate of Incorporation. (1) |
3.2 |
By Laws. (1) |
10.1 |
Lease dated October 27, 1999 between Earl E. and Mitsue Jio and inTEST Sunnyvale, a |
10.2 |
Lease Agreement between First Industrial, L.P. and the Company, dated June 6, 2000. (3) |
10.3 |
Lease between SPHOS, Inc. and Temptronic Corporation (a subsidiary of the Company), |
10.4 |
Lease between The Irvine Company and the Company dated September 15, 2004 (5) |
10.5 |
Change of Control Agreement dated April 17, 2001 between the Company and Robert E. Matthiessen. (6)(*) |
10.6 |
Change of Control Agreement dated April 17, 2001 between the Company and Hugh T. Regan, Jr. (6)(*) |
10.7 |
inTEST Corporation Amended and Restated 1997 Stock Plan. (7)(*) |
10.8 |
Form of Restricted Stock Grant. (9)(*) |
10.9 |
Form of Stock Option Grant - Director. (9)(*) |
10.10 |
Form of Stock Option Grant - Officer. (9)(*) |
10.11 |
Compensatory Arrangements of Executive Officers and Directors. (9)(*) |
14 |
Code of Ethics (8) |
21 |
Subsidiaries of the Company. (9) |
23 |
Consent of KPMG LLP. (9) |
31.1 |
Certification of Chief Executive Officer pursuant to Rule 13a-14(a). (9) |
31.2 |
Certification of Chief Financial Officer pursuant to Rule 13a-14(a). (9) |
31.3 |
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) with respect to Form 10-K/A. |
31.4 |
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) with respect to Form 10-K/A. |
32.1 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (9) |
32.2 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (9) |
(1) |
Previously filed by the Company as an exhibit to the Company's Registration Statement on Form S-1, File No. 333-26457 filed May 2, 1997, and incorporated herein by reference. |
(2) |
Previously filed by the Company as an exhibit to the Company's Form 10-K for the year ended December 31, 1999, filed March 30, 2000, and incorporated herein by reference. |
(3) |
Previously filed by the Company as an exhibit to the Company's Form 10-Q for the quarter ended June 30, 2000, filed August 14, 2000, and incorporated herein by reference. |
(4) |
Previously filed by the Company as an exhibit to the Company's Form 10-K for the year ended December 31, 2000, filed March 30, 2001, and incorporated herein by reference. |
(5) |
Previously filed by the Company as an exhibit to the Company's Form 8-K dated September 15, 2004, filed October 6, 2004, and incorporated herein by reference. |
(6) |
Previously filed by the Company as an exhibit to the Company's Form 10-Q for the quarter ended March 31, 2001, filed May 15, 2001, and incorporated herein by reference. |
(7) |
Previously filed by the Company as an exhibit to the Company's Form 10-Q for the quarter ended June 30, 2002, filed August 14, 2002, and incorporated herein by reference. |
(8) |
Previously filed by the Company as an exhibit to the Company's Form 10-K for the year ended December 31, 2003, filed March 30, 2004, and incorporated herein by reference. |
(9) |
Previously filed by the Company as an exhibit to the Company's Form 10-K for the year ended December 31, 2004, filed March 31, 2005, and incorporated herein by reference. |
(*) |
Indicates a management contract or compensatory plan, contract or arrangement in which a director or executive officers participate. |
EXHIBIT 31.3
CERTIFICATION
I, Robert E. Matthiessen, certify that:
1. I have reviewed this amendment to the annual report on Form 10-K/A of inTEST Corporation; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: May 2, 2005
/s/ Robert E. Matthiessen
Robert E. Matthiessen
President and Chief Executive Officer
EXHIBIT 31.4
CERTIFICATION
I, Hugh T. Regan, Jr., certify that:
1. I have reviewed this amendment to the annual report on Form 10-K/A of inTEST Corporation; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: May 2, 2005
/s/ Hugh T. Regan, Jr.
Hugh T. Regan, Jr.
Treasurer and Chief Financial Officer