Attached files
| file | filename |
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| EX-99 - INTEST CORP | e991-8k120911.htm |
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 9, 2011
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 1.01 Entry into a Material Definitive Agreement
On December 9, 2011, Temptronic Corporation, a wholly-owned subsidiary of inTEST Corporation (the "Company"), entered into an Asset Purchase Agreement with Test Enterprises, Inc. and its majority beneficial and record owners, James C. Kufis and the Kufis Family Trust Dated 11/9/90. Pursuant to the Asset Purchase Agreement, Temptronic will acquire substantially all of the assets used in connection with the business of manufacturing and distributing temperature forcing systems of Test Enterprise's Thermonics division. The purchase price for the assets is $4 million, payable in cash, subject to adjustment for changes in net working assets prior to closing. Closing is expected to occur on or about January 3, 2012, subject to satisfaction of standard closing conditions, including compliance with the notice provisions of California's bulk sale law.
Item 8.01 Other Events
On December 12, 2011, the Company issued a press release announcing the Asset Purchase Agreement. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
A list of the Exhibits which are required by Item 601 of Regulation S-K and filed 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: December 12, 2011
Exhibit Index
99.1 Press release dated December 12, 2011.