SC 13D/A 1 sch13da-hfm10.htm Sch 13D/A - 5/7/10

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

inTEST Corporation

(Name of Issuer)

Common Stock, par value $0.01
(Title of Class of Securities)

461147 10 0
(CUSIP Number)

Hugh T. Regan, Jr., Treasurer and Chief Financial Officer
inTEST Corporation, 7 Esterbrook Lane, Cherry Hill, NJ 08003 (856) 424-6886
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 7, 2010
(Date of Event Which Requires Filing 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 Rule 13d-1(e), Rule 13d-1(f), or Rule 13d-1(g), check the following box. [X]


Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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. 461147 10 0

1.

Name of Reporting Persons

Alyn R. Holt

2.

Check the appropriate box if a member of a group (see instructions)

(a)  [X]         (b)  [   ]

3.

SEC use only

4.

Source of Funds (see instructions)

PF

5.

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____

6.

Citizen or Place of Organization

U.S.A.


Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With

7.

Sole Voting Power
1,267,006

8.

Shared Voting Power
260,000

9.

Sole Dispositive Power
-0-

10.

Shared Dispositive Power
260,000

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,527,006

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

[   ]

13.

Percent of Class Represented by amount in Row (11)

14.8%

14.

Type of Reporting Person*

IN

 

 

CUSIP No. 461147 10 0

1.

Name of Reporting Persons

Connie E. Holt

2.

Check the appropriate box if a member of a group (see instructions)

(a)  [X]         (b)  [   ]

3.

SEC use only

4.

Source of Funds (see instructions)

PF

5.

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____

6.

Citizen or Place of Organization

U.S.A.


Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With

7.

Sole Voting Power
150,427

8.

Shared Voting Power
-0-

9.

Sole Dispositive Power
150,427

10.

Shared Dispositive Power
-0-

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

150,427

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

[   ]

13.

Percent of Class Represented by amount in Row (11)

1.5%

14.

Type of Reporting Person*

IN

 

 

CUSIP No. 461147 10 0

1.

Name of Reporting Persons

Kristen Holt Thompson

2.

Check the appropriate box if a member of a group (see instructions)

(a)  [X]         (b)  [   ]

3.

SEC use only

4.

Source of Funds (see instructions)

00

5.

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____

6.

Citizen or Place of Organization

U.S.A.


Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With

7.

Sole Voting Power
178,598

8.

Shared Voting Power
260,000

9.

Sole Dispositive Power
178,598

10.

Shared Dispositive Power
260,000

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

438,598

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

[   ]

13.

Percent of Class Represented by amount in Row (11)

4.2%

14.

Type of Reporting Person*

IN

 

 

CUSIP No. 461147 10 0

1.

Name of Reporting Persons

Brian Thompson

2.

Check the appropriate box if a member of a group (see instructions)

(a)  [X]         (b)  [   ]

3.

SEC use only

4.

Source of Funds (see instructions)

00

5.

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____

6.

Citizen or Place of Organization

U.S.A.


Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With

7.

Sole Voting Power
20,000

8.

Shared Voting Power
-0-

9.

Sole Dispositive Power
20,000

10.

Shared Dispositive Power
-0-

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

20,000

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

[   ]

13.

Percent of Class Represented by amount in Row (11)

0.2%

14.

Type of Reporting Person*

IN

 

 

CUSIP No. 461147 10 0

1.

Name of Reporting Persons

Holt Charitable Remainder Unitrust u/a Dated 5/22/00

2.

Check the appropriate box if a member of a group (see instructions)

(a)  [X]         (b)  [   ]

3.

SEC use only

4.

Source of Funds (see instructions)

00

5.

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____

6.

Citizen or Place of Organization

New Jersey


Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With

7.

Sole Voting Power
115,000

8.

Shared Voting Power
-0-

9.

Sole Dispositive Power
115,000

10.

Shared Dispositive Power
-0-

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

115,000

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

[   ]

13.

Percent of Class Represented by amount in Row (11)

1.1%

14.

Type of Reporting Person*

00

 

 

CUSIP No. 461147 10 0

1.

Name of Reporting Persons

Alyn R. Holt Year 2001 Irrevocable Agreement of Trust u/a Dated 10/22/01

2.

Check the appropriate box if a member of a group (see instructions)

(a)  [X]         (b)  [   ]

3.

SEC use only

4.

Source of Funds (see instructions)

00

5.

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____

6.

Citizen or Place of Organization

New Jersey


Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With

7.

Sole Voting Power
24,000

8.

Shared Voting Power
-0-

9.

Sole Dispositive Power
24,000

10.

Shared Dispositive Power
-0-

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

24,000

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

[   ]

13.

Percent of Class Represented by amount in Row (11)

0.2%

14.

Type of Reporting Person*

00

 

 

CUSIP No. 461147 10 0

1.

Name of Reporting Persons

Alyn R. Holt Trust fbo Kristen Holt Thompson u/a Dated 4/14/03

2.

Check the appropriate box if a member of a group (see instructions)

(a)  [X]         (b)  [   ]

3.

SEC use only

4.

Source of Funds (see instructions)

00

5.

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ____

6.

Citizen or Place of Organization

New Jersey


Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With

7.

Sole Voting Power
260,000

8.

Shared Voting Power
-0-

9.

Sole Dispositive Power
-0-

10.

Shared Dispositive Power
260,000

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

260,000

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

[   ]

13.

Percent of Class Represented by amount in Row (11)

2.5%

14.

Type of Reporting Person*

00

 


Schedule 13D/A
Amendment No. 1


The information in this Amendment No.1 to Schedule 13D (this "First Amendment") supplements and amends, but is not a complete restatement of, Schedule 13D (the "Schedule 13D") filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the "SEC") on May 7, 2010 relating to the common stock, par value $0.01 per share (the "Common Stock"), of inTEST Corporation.  This First Amendment should be read in conjunction with, and is qualified in its entirety by reference to, the Schedule 13D.  Capitalized terms used in this First Amendment but not otherwise defined have the meaning ascribed to them in the Schedule 13D.  The Schedule 13D is supplemented and amended as follows:

Item 7.

 

Material to be Filed as Exhibits

 

Item 7 is hereby amended to read in its entirety as follows:

 

 

Exhibit 99.1

Joint Filing Agreement dated May 7, 2010, by and among the Reporting Persons*

Exhibit 99.2

Power of Attorney*

Exhibit 99.3

Form of Trading Plan

* Indicates document previously filed as an exhibit to a Schedule 13D filed on May 7, 2010 and incorporated herein by reference.

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:   May 27, 2010

 

 

 

 

By:

/s/ Hugh T. Regan, Jr.,
Attorney-in-Fact for Alyn R. Holt

Alyn R. Holt

By:

/s/ Hugh T. Regan, Jr., Attorney-in-Fact for Alyn R. Holt,
Trustee of Holt Charitable Remainder Unitrust

Alyn R. Holt, Trustee
Holt Charitable Remainder Unitrust

By:

/s/ Hugh T. Regan, Jr.,
Attorney-in-Fact for Connie E. Holt

Connie E. Holt

By:

/s/ Hugh T. Regan, Jr., Attorney-in-Fact
for Alyn R. Holt, Trustee of Alyn R. Holt
Year 2001 Irrevocable Agreement of Trust
Alyn R. Holt, Trustee
Alyn R. Holt Year 2001 Irrevocable Agreement of Trust

By:

/s/ Hugh T. Regan, Jr.,
Attorney-in-Fact for Kristen Holt Thompson

Kristen Holt Thompson

By:

/s/ Hugh T. Regan, Jr., Attorney-in-Fact for
Kristen Holt Thompson, Trustee of
Alyn R. Holt Trust fbo Kristen Holt Thompson

Kristen Holt Thompson, Trustee
Alyn R. Holt Trust fbo Kristen Holt Thompson

By:

/s/ Hugh T. Regan, Jr.,
Attorney-in-Fact for Brian Thompson

Brian Thompson