sc13dza

0000950123-10-001061.txt : 20100108 0000950123-10-001061.hdr.sgml : 20100108 20100107190202 ACCESSION NUMBER: 0000950123-10-001061 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20100108 DATE AS OF CHANGE: 20100107 GROUP MEMBERS: KEITHLEY INVESTMENT CO. LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEITHLEY INSTRUMENTS INC CENTRAL INDEX KEY: 0000054991 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 340794417 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37166 FILM NUMBER: 10515842 BUSINESS ADDRESS: STREET 1: 28775 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2162480400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEITHLEY JOSEPH P CENTRAL INDEX KEY: 0001073329 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: NORDSON CORP STREET 2: 28601 CLEMENS RD CITY: WESTLAKE STATE: OH ZIP: 44145 SC 13D/A 1 l38449sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 7 )*

Keithley Instruments, Inc.

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

487584 10 4

(CUSIP Number)

Joseph P. Keithley
28775 Aurora Road
Solon, Ohio 44139-1891
(440) 248-0400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 8, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		487584 10 4		Page		2		of		6

NAMES OF REPORTING PERSONS: I.R.S. Identification Nos. of Above Persons (entities only):

Joseph P. Keithley

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): o

CITIZENSHIP OR PLACE OF ORGANIZATION:

Ohio

SOLE VOTING POWER:

NUMBER OF

2,831,276

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH REPORTING

SOLE DISPOSITIVE POWER:

PERSON WITH

2,831,276

10.

SHARED DISPOSITIVE POWER:

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,831,276

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

17.35%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		487584 10 4		Page		3		of		6

NAMES OF REPORTING PERSONS: I.R.S. Identification Nos. of Above Persons (entities only):

Keithley Investment Co. Limited 34-1581748
Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): o

CITIZENSHIP OR PLACE OF ORGANIZATION:

Ohio

SOLE VOTING POWER:

NUMBER OF

1,954,816

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH REPORTING

SOLE DISPOSITIVE POWER:

PERSON WITH

1,954,816

10.

SHARED DISPOSITIVE POWER:

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,954,816

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

12.41%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		487584 10 4	SCHEDULE 13D	Page		4		of		6

This Amendment No. 7 to Schedule 13D (this “Amendment No. 7”) relates to the common shares, without par value (the “Common Shares”), of Keithley Instruments, Inc., an Ohio corporation (the “Company”), and is primarily filed to reflect changes to the initial Schedule 13D dated April 12, 1988 (the “Original 13D”), as amended by Amendment No. 1 to Schedule 13D dated February 5, 1990 (“Amendment No. 1”), Amendment No. 2 to Schedule 13D dated March 9, 1991 (“Amendment No. 2”), Amendment No. 3 to Schedule 13D dated November 15, 1997 (“Amendment No. 3”), Amendment No. 4 to Schedule 13D dated February 27, 2004 (“Amendment No. 4”), Amendment No. 5 to Schedule 13D dated March 9, 2009 (“Amendment No. 5”), and Amendment No. 6 to Schedule 13D dated March 12, 2009 (“Amendment No. 6” and, together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, the “Prior Amendments”), as a result of the entry into an agreement providing for the purchase of Common Shares by one of the reporting persons listed therein. Except as otherwise reflected in this Amendment No. 7, there have been no material changes to the information contained in the Original 13D, as amended by the Prior Amendments (the “Schedule 13D”).

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended as follows:

The shares reported as acquired under Item 5 below in open market transactions were acquired using an aggregate of $39,678.74 of personal funds of JPK. JPK did not borrow any funds to purchase any of the shares.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended as follows:

On December 8, 2009, JPK entered into a Rule 10b5-1 trading plan to purchase common shares of the Company on the open market at prevailing market prices and subject to maximum price thresholds specified in the plan over a period of approximately seven months. JPK does not expect to purchase more than an aggregate of $200,000 in shares under the plan.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended as follows:

The following table shows the number and percentage of Common Shares beneficially owned by each of the Investors and by the Investors as a group as of January 7, 2010.


Name	Common Shares			Percent of Class

Family Partnership		1,954,816	(1)		12.41	%
JPK		2,831,276	(2)		17.35	%
Investors as a group		2,831,276			17.35	%


(1)		Represents 1,954,816 Common Shares issuable upon the conversion of 1,954,816 Class B Shares.

(2)		Includes (a) 1,954,816 Common Shares issuable upon the conversion of 1,954,816 Class B Shares owned by the Family Partnership, (b) 46,062 Common Shares issuable upon the conversion of 46,062 Class B Shares owned by the Joseph F. Keithley 1988 Family Trust, an Ohio trust of which JPK is trustee, (c) 130,000 Common Shares issuable upon the conversion of 130,000 Class B Shares, (d) 564,150 Common Shares subject to options that are currently exercisable or that are exercisable within 60 days from the date of this Amendment No. 7, and (e) 2,448 Common Shares owned by JPK’s wife. JPK disclaims beneficial ownership of the Common Shares owned by his wife.


CUSIP No.		487584 10 4	SCHEDULE 13D	Page		5		of		6

All holders of Class B Shares are entitled to convert any or all of their Class B Shares into Common Shares at any time on a share-for-share basis. Each Class B Share is entitled to ten votes on all matters presented for a vote to the shareholders of the Company. Accordingly, the Investors are entitled to exercise 62.70% of the voting power on all matters presented for a vote to the shareholders of the Company, including the election of directors.

Except as otherwise described in this Amendment No. 7 or the open market purchases that have occurred under the Rule 10b-5(1) trading plan dated December 8, 2009 set forth in the table below, the Investors have not engaged in any transactions in the Common Shares or the Class B Shares in the past 60 days:


Date	Number of Shares Acquired		Market Price

12/14/09		500	$	4.43
12/14/09		500	$	4.46
12/15/09		500	$	4.15
12/15/09		800	$	4.20
12/15/09		12	$	4.22
12/21/09		100	$	4.30
12/21/09		400	$	4.33
12/21/09		500	$	4.35
12/22/09		806	$	4.30
12/22/09		500	$	4.25
12/28/09		500	$	4.45
12/28/09		500	$	4.46
12/29/09		200	$	4.50
12/29/09		200	$	4.51
12/29/09		300	$	4.53
12/29/09		500	$	4.54
01/04/10		100	$	4.63
01/04/10		1,000	$	4.77
01/05/10		699	$	4.70
01/05/10		300	$	4.72

ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is hereby amended as follows:

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

1. Agreement among the Investors to file a joint statement on Schedule 13D

2. Trading Plan, dated December 8, 2009, between Joseph P. Keithley and Thomas Weisel Partners


CUSIP No.		487584 10 4	SCHEDULE 13D	Page		6		of		6

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct as of January 7, 2010.


	KEITHLEY INVESTMENT CO. LIMITED PARTNERSHIP, an Ohio limited partnership
	By:	/s/ Joseph P. Keithley
		Joseph P. Keithley, its sole general partner



		/s/ Joseph P. Keithley
		Joseph P. Keithley

EX-1 2 l38449exv1.htm exv1

EXHIBIT 1

This Exhibit 1 to Amendment No. 7 to Schedule 13D is filed pursuant to the requirements of Rule 13d-1(k)(1)(iii). The undersigned hereby agree that Amendment No. 7 to Schedule 13D, to which this Exhibit 1 is attached, is filed on behalf of each of the undersigned.


	KEITHLEY INVESTMENT CO. LIMITED PARTNERSHIP, an Ohio limited partnership
	By:	/s/ Joseph P. Keithley
		Joseph P. Keithley, its sole general partner



		/s/ Joseph P. Keithley
		Joseph P. Keithley

EX-2 3 l38449exv2.htm exv2

Exhibit 2

10b5-1 Purchase Plan

COUNSEL SHOULD BE CONSULTED PRIOR TO ITS USE.

Purchase Plan, dated December 8, 2009 (the “Purchase Plan”), between Joseph Keithley (“Buyer”) and Thomas Weisel Partners LLC (“TWP”).

WHEREAS, the Buyer desires to establish this Purchase Plan to buy shares of common stock, [par value $ per share] [no par value] (the “Stock”), of Keithley Instruments (the “Issuer”); and

WHEREAS, the Buyer desires to engage TWP to effect Purchases of shares of Stock in accordance with the Purchase Plan;

NOW, THEREFORE, the Buyer and TWP hereby agree as follows:

	1.		TWP shall effect a buy (each a “Buy”) of ___ shares of Stock as prescribed in section 2, on [each day on which [Name of Principal Exchange or Market] (the “Exchange”) is open and the Stock trades regular way on the Exchange] [each [Monday] on which the [Name of Principal Exchange or Market] (the “Exchange”) is open and the Stock trades regular way on the Exchange] at [a price of not less than $ ] [the then prevailing market (bid) price], commencing [ date , 20___].

	2.		The express specifications of the buy are as follows (select one):

	a.		o Please buy shares at on .

	b.		o Please buy 25% of the prior four (4) weeks Average Daily Trading Volume (“ADTV”) shares each day.

	c.		þ Please buy subject to the following program:

[Describe amount, price and date formula and/or dependencies here or attach a schedule]

(PLEASE SEE ATTACHED PURCHASE SCHEDULE)

Initials:

	3.		This Purchase Plan shall become effective on December 8, 2009 and shall terminate on the earlier of June 30, 2010; or the aggregate purchase amount of $200,000 of Keithley Instruments common stock has been purchased.

	4.		Buyer understands that TWP may not be able to effect a Buy due to a market disruption or a legal, regulatory or contractual restriction applicable to TWP. If any Purchase cannot be executed as required by paragraph 1, due to a market disruption, a legal, regulatory or contractual restriction applicable to TWP or any other event, TWP shall effect such Purchase as promptly as practical after the cessation or termination of such market disruption, applicable restriction or other event.

	5.		TWP agrees to make all purchases in accordance with the terms and conditions (including the timing, price and volume limitations) set forth in Rule 10b-18 of the Securities Exchange Act of 1934 (“Exchange Act”), as amended or otherwise modified by the Securities and Exchange Commission. Buyer agrees not to take any action which would cause any such purchase not to comply with the said Rule 10b-18.

	6.		Buyer represents and warrants that they are not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock) and is entering into this Purchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1.

	7.		Buyer understands that this plan may not be amended with respect to any material non-public information or during periods specified by Issuer Corporate Counsel as restricted.

	8.		If Issuer enters into a transaction or if any other event occurs that results, in issuer’s good faith determination, in the imposition of any restrictions on trading by the Buyer (“Buyer Trading Restrictions”), such as a stock offering requiring an affiliate lockup, Buyer and Issuer shall promptly but in no event later than three days prior to the date of the remaining trade(s) specified in Section 2, provide TWP notice of such restrictions. With respect to any Buyer Trading Restrictions for which Buyer and Issuer have given TWP notice, TWP shall stop effecting trades under this plan and this plan shall thereupon terminate.

	9.		It is the intent of the parties that this Purchase Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Purchase Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c). Buyer has not relied upon TWP or any person affiliated with TWP in connection with Buyer’s adoption or implementation of this Purchase Plan, and Buyer acknowledges that they have not received or relied on any representations from TWP concerning this Purchase Plan’s compliance with Rule 10b5-1.

	10.		Buyer acknowledges and agrees that Buyer is responsible for making all filings, if any, required under Section 13 or Section 16 of the Exchange Act (and the rules and regulations thereunder) with respect to trades pursuant to this plan. TWP will promptly notify (no later than 7:00 p.m. Eastern time on the trading date of such transaction) the Issuer (to the attention of the persons named below) of any transaction effected under this plan.

Issuer Contacts:

Diane Best, (440) 498-2800 (fax), (440) 498-2649 (phone), dbest@keithley.com

	11.		This Purchase Plan shall be governed by and construed in accordance with the laws of the State of California and may be modified or amended only by a writing signed by the parties hereto and acknowledged by the Issuer. Buyer acknowledges and understands that any amendment to, or modification of, this plan shall be deemed to constitute the creation of a new trading plan. Accordingly, the parties hereto shall be required to restate and reaffirm as of the date of such amendment or modification, each of the representations and warranties of such party contained in this plan.

	12.		TWP and any of its employees or agents acting in good faith pursuant to these instructions will be indemnified and held harmless by Buyer with respect to the execution of these instructions.

Thomas Weisel Partners LLC, One Montgomery Street, San Francisco, CA 94104
tel 415.364.2500 fax 415.364.2695 www.tweisel.com

San Francisco ½ New York ½ Boston ½ London

	13.		Buyer represents and warrants that it is currently able to buy shares of Stock in accordance with the Issuer’s insider trading policies and Buyer has obtained the approval of the Issuer’s counsel to enter into this Purchase Plan.

	14.		Sarbanes-Oxley Provision:

	a.		Pension Fund Blackouts:

			(i). Officers, directors and Issuer can not buy, sell, or transfer any stock acquired in connection with their service or employment during pension fund blackout periods (as that term is defined in the Sarbanes-Oxley Act) and any profits realized from such transactions will be recoverable by the Issuer.

			(ii). The Buyer and/or Issuer holds the responsibility for informing TWP of any pension fund blackout periods. If the Buyer or the Issuer does not inform TWP of any pension fund blackout periods; and if TWP buys, sells, or transfers any stock acquired by the Buyer in connection with their service or employment as a result of not being informed by Buyer of the pension fund blackout period then the Buyer will be responsible for any and all expenses associated with the cancellation or reversal of the transaction by TWP effected on behalf of the Buyer.

IN WITNESS WHEREOF, the undersigned have signed this Purchase Plan as of the date written above.


/s/ Joseph Keithley	12/8/09	/s/ Mel Fisher	12/8/09

Joseph Keithley	Date	Mel Fisher S. Sales Supervisor Private Client Services	Date

Acknowledged by:

Keithley Instruments, Inc.



By:	/s/ Mark Plush	Date: 12/8/09
	Mark Plush
	Chief Financial Officer

103136281

Thomas Weisel Partners LLC, One Montgomery Street, San Francisco, CA 94104
tel 415.364.2500 fax 415.364.2695 www.tweisel.com

San Francisco ½ New York ½ Boston ½ London

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