UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Item 1.01.    Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On May 24, 2017, inTEST Corporation (the "Company") entered into a Stock Purchase Agreement by and among the Company, Ambrell Holdings, LLC ("Seller"), Ambrell Corporation ("Ambrell"), Graycliff Private Equity Partners III L.P. ("Graycliff") and Hudson River Co-Investment Fund II LP ("Hudson River"), pursuant to which the Company acquired all of the outstanding capital stock of Ambrell (the "Transaction"), a provider of precision induction heating systems. The majority of the equity interests in Seller (approximately 70%) are held by funds affiliated with Graycliff. The Transaction closed simultaneously with the execution of the Stock Purchase Agreement.

Ambrell's systems are used to conduct fast, efficient, repeatable non-contact heating of metals or other electrically conductive materials, to transform raw materials into finished parts. The Ambrell acquisition will complement the Company's current thermal technologies and broaden the Company's diverse customer base, allowing expansion within many non-semiconductor related markets, such as consumer product packaging, fiber-optics, automotive and other markets. Ambrell's management team is expected to remain in place, including Anthony Mazzullo, who will continue as President of Ambrell.

The purchase price for Ambrell was $22 million in cash paid at closing, subject to a customary post-closing working capital adjustment. Additional consideration in the form of earnouts may be paid based upon a multiple of adjusted EBITDA for 2017 and 2018. The first earnout, paid after calendar year 2017 is completed, will be an amount equal to 8x the Company's adjusted EBITDA for 2017 minus the $22 million paid at closing. The second earnout, paid after calendar year 2018 is completed, is an amount equal to 8x the Company's adjusted EBITDA for 2018 minus the sum of the $22 million paid at closing and the earnout paid with respect to 2017.  The 2017 and 2018 earnouts, in the aggregate, are capped at $18 million.

The Stock Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions. An indemnification escrow of $2.2 million was funded at the closing and is available to the Company to satisfy indemnification claims until May 31, 2018. Graycliff and Hudson River collectively guaranty approximately 72% of the indemnification exposure.

A copy of the Stock Purchase Agreement is attached hereto as Exhibit 2.1 and the description of the material terms of the Stock Purchase Agreement in this Item 1.01 is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference. A copy of the press release announcing the sale is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 24, 2017, pursuant to the Stock Purchase Agreement describe in Item 1.01, the Company completed the acquisition of all of the outstanding capital stock of Ambrell. The information disclosed in response to Item 1.01 is incorporated herein by reference.


Item 7.01 Regulation FD Disclosure.

On May 24, 2017, the Company issued a press release announcing the completion of the Transaction described above in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

In addition, the Company will host a webcast conference call on Thursday, May 25, 2017 at 8:30 a.m. Eastern Daylight time to discuss the transaction and Ambrell's business. The call may also include a discussion of management's view of the markets served by Ambrell and the Company as well as other strategic, operating, product initiatives or developments, or matters relating to Ambrell or the Company's current or future performance. Access to the live webcast is provided on the Company's website: www.intest.com under the "Investors" section. A replay of the webcast will be available on the Company's website following the webcast.


Item 9.01.    Financials Statements and Exhibits

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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:   May 24, 2017

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