-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bfv3ve4yhxgbS3vKZVsCrrr8kslFFj027Mragja5znnP8vY47c9xq7PAAjBHQZDu P9SOs8z1ERfWiLlp/mA6bw== 0000950152-02-005080.txt : 20020627 0000950152-02-005080.hdr.sgml : 20020627 20020627122711 ACCESSION NUMBER: 0000950152-02-005080 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020627 FILER: 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09965 FILM NUMBER: 02688625 BUSINESS ADDRESS: STREET 1: 28775 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2162480400 11-K 1 l95002ae11vk.txt KEITHLEY INSTRUMENTS, INC. 11-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]. FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. COMMISSION FILE NUMBER 1-9965 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: KEITHLEY INSTRUMENTS, INC. RETIREMENT SAVINGS TRUST AND PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: KEITHLEY INSTRUMENTS, INC. 28775 AURORA ROAD CLEVELAND, OHIO 44139 KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- FINANCIAL STATEMENTS -------------------- AND SUPPLEMENTAL SCHEDULES -------------------------- * * * * * DECEMBER 31, 2001 AND 2000 -------------------------- KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- INDEX TO FINANCIAL STATEMENTS ----------------------------- AND SUPPLEMENTAL SCHEDULES -------------------------- PAGE ---- Report of independent accountants 1 Financial statements: Statement of Net Assets Available for Plan Benefits as of December 31, 2001 and 2000 2 Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 2001 3 Notes to financial statements 4-10 Supplemental schedules: Schedule of assets held for investment purposes at December 31, 2001 Schedule I Schedule of reportable transactions for the year ended December 31, 2001 Schedule II NOTE: Certain schedules required under the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted as the conditions under which they are required are not present. REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- To the Participants and Administrator of the Keithley Instruments, Inc. Retirement Savings Trust and Plan In our opinion, the accompanying statement of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the Keithley Instruments, Inc. Retirement Savings Trust and Plan (the "Plan") at December 31, 2001 and 2000, and the changes in net assets available for plan benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedules of Assets Held for Investment Purposes and Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplemental information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. June 12, 2002 1 KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS --------------------------------------------------- AS OF DECEMBER 31, 2001 AND 2000 --------------------------------
2001 2000 ------------ ------------ Investments, at fair value (cost of investments totaled $34,984,949 and $33,933,140 for the years ended December 31, 2001 and 2000, respectively) $31,530,596 $34,598,262 Participants' loans 189,775 169,043 ------------ ------------ Total investments 31,720,371 34,767,305 ------------ ------------ Receivables: Employer contribution 436,060 420,205 Participant contributions 167,718 199,297 Dividends 499 -- ------------ ------------ Total receivables 604,277 619,502 Cash 16,227 3,381 ------------ ------------ Net assets available for plan benefits $32,340,875 $35,390,188 ============ ============
The accompanying notes are an integral part of these financial statements. 2 KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS -------------------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 2001 ------------------------------------ Additions to net assets attributed to: Contributions: Employer $ 888,691 Participants 2,574,660 ----------- Total contributions 3,463,351 ----------- Investment income: Dividends and capital gains 239,213 Interest 13,965 ----------- Total additions 3,716,529 Deductions from net assets attributed to: Investment loss: Net depreciation on investments (5,081,027) Other losses (432,942) ----------- Total investment loss (5,513,969) ----------- Distributions to participants (1,247,518) Asset-based fees (4,355) ----------- Total deductions (6,765,842) ----------- Net decrease (3,049,313) ----------- Net assets available for plan benefits at beginning of year 35,390,188 ----------- Net assets available for plan benefits at end of year $32,340,875 =========== The accompanying notes are an integral part of these financial statements. 3 KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- NOTE 1 - PLAN DESCRIPTION: - -------------------------- The following description of the Keithley Instruments, Inc. Retirement Savings Trust and Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. Participation ------------- The Plan is a defined contribution plan, established on January 1, 1988, covering all domestic employees of Keithley Instruments, Inc. and its participating subsidiaries (the "Company") who have attained age twenty-one. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Administration -------------- The Plan is administered by the Company (the "Administrator"). The administration of the Plan includes exercising all necessary powers as provided by the Plan to interpret and apply the Plan provisions. The Company is vested with the right to settle claims or debts and to defend any claims arising from the operation of the Plan. Schwab Retirement Services, Inc. ("Schwab") is the trustee and acts as the custodian of the Plan. Contributions ------------- Participants may elect to contribute up to 15 percent of their compensation and have the option of contributing their profit sharing award, if any, on a pre-tax basis subject to certain limitations of the Plan. In 2001 and 2000, the Company paid a profit sharing award, which some employees decided to contribute to the Plan. It is the Company's policy to match at least $.25 of each dollar contributed, limited to six percent of a participant's compensation during the Plan year. Additionally, it is the Company's policy to match up to a maximum of $.50 of each dollar contributed, limited to six percent of a participant's compensation for the Plan year, based upon the Company's financial performance. For 2001 and 2000, the Company's match was $.50 on each dollar contributed by participants up to six percent of a participant's compensation. The Company has complete discretion to determine its matching contribution, if any, each year. 4 Participant Accounts -------------------- Each participant has two separate accounts under each fund in which contributions have been invested on behalf of the participant. One account represents the participant's contributions and earnings thereon ("Participant Account") and the other account represents the employer's contributions, made on behalf of the respective participant, and the earnings thereon ("Employer Account"). Forfeitures of terminated participants' nonvested account balances are used to reduce future employer contributions. Net assets available for Plan benefits of $6,109 and $5,940 were not allocated to participants' accounts at December 31, 2001 and 2000, respectively, due to forfeitures during each Plan year. Vesting ------- Participants are immediately vested in their voluntary contributions plus earnings thereon. Vesting of the employer contributions starts after the first year and is based on years of service. A participant is 100 percent vested after three years of credited service. Payment of Benefits ------------------- Upon termination of service, a participant may elect to receive either a lump-sum amount equal to the value of his or her account, or installment payments. In the case of a severe financial hardship, the Administrator at its sole discretion may direct distribution of all or a portion of a participant's account, subject to certain restrictions. Loans ----- In the case of a financial hardship as defined by the Plan, a participant may apply to the Administrator for a loan. The Administrator in accordance with a uniform nondiscriminatory policy, may direct the custodian to make a loan to a participant from their before-tax contribution account, subject to certain restrictions. Loans outstanding as of December 31, 2001, bear interest rates ranging from 7.0 to 11.5 percent per annum. Loans outstanding as of December 31, 2000, bear interest rates ranging from 9.75 to 11.5 percent per annum. Termination Provisions ---------------------- The Company anticipates and believes that the Plan will continue indefinitely; however, the Company reserves the right to terminate the Plan at any time by an action of its Board of Directors. In the event of termination of the Plan, the assets then remaining will be allocated and distributed to participants in accordance with the terms and provisions of the Plan. 5 Use of Estimates ---------------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of net assets available for Plan benefits and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for Plan benefits during the reporting period. Actual results could differ from those estimates. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: - ---------------------------------------------------- Contributions and Benefit Distributions --------------------------------------- Matching contributions from the Company are recognized during the period in which they are earned. Distributions are recognized during the period in which they are paid to a Plan participant. Investment Valuation and Income Recognition ------------------------------------------- All investment accounts are included in the financial statements at fair value determined by quoted market prices as reported to the Plan by Schwab. Purchases and sales of securities are recorded on a settlement date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Realized gains or losses on security transactions are recorded in an amount equal to the difference between net proceeds received and the revalued cost at the date of sale and are reflected in the Statement of Changes in Net Assets Available for Plan Benefits. The Plan presents in the Statement of Changes in Net Assets Available for Plan Benefits the net appreciation or depreciation in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation or depreciation on those investments. Administrative Expenses ----------------------- Participation fees are paid by the Company. Asset-based fees are paid by the participants. NOTE 3 - INVESTMENTS: - --------------------- During 2001, 15 funds were available to participants for investment purposes. Schwab manages the distribution of assets among funds and provides record keeping services. Following is a description of each fund: 6 AIM CHARTER FUND - This fund invests primarily in dividend-paying common stocks. Non-dividend paying stocks may compose no more than 10% of equity holdings. It may invest up to 10% of assets in American depositary receipts, and another 10% in direct foreign securities. At December 31, 2001, there were 317 participants invested in this fund. AMERICAN CENTURY GROWTH FUND - This fund normally invests substantially all assets in equity securities of large, established companies. However, it may hold up to 10% of assets in cash. The fund may only purchase securities of companies with at least three years of operations, and may invest in foreign securities without limit, including depositary receipts. At December 31, 2001, there were 324 participants invested in this fund. AMERICAN CENTURY SELECT FUND - This fund normally invests at least 80% of assets in dividend-paying common stocks; however, these securities are chosen primarily for their growth potential. The fund intends to remain fully invested in stocks, regardless of the movement of stock prices generally. This fund may also invest without limit in foreign securities, including depositary receipts. At December 31, 2001, there were 299 participants invested in this fund. BEAR STEARNS S&P STARS PORTFOLIO FUND - This fund normally invests at least 85% of assets in common stocks that have five-star rankings on STARS, S&P's proprietary stock-ranking system. These are companies that S&P securities analysts expect to perform exceptionally well during the next 12 months. The fund may engage in short-selling, lending of portfolio securities, and options transactions. It is nondiversified. At December 31, 2001, there were 13 participants invested in this fund. FIDELITY MAGELLAN FUND - This fund invests primarily in common stocks and convertible securities. The fund features domestic corporations operating primarily in the United States, domestic corporations that have significant activities and interests outside the U.S., and foreign companies. No limitations are placed on total foreign investment, but no more than 40% of the fund's assets may be invested in companies operating exclusively in one foreign country. At December 31, 2001, there were 356 participants invested in this fund. INVESCO TOTAL RETURN FUND - This fund invests in a combination of equities and investment-grade fixed-income securities. The fund maintains at least 30% of its assets in equities, and at least 30% in fixed and variable-rate debt securities. The dollar-weighted average maturity of the fund's fixed-income component normally varies between three and 15 years. The fund may invest up to 25% of assets in foreign securities. At December 31, 2001, there were 210 participants invested in this fund. PIMCO TOTAL RETURN FUND - This fund invests at least 65% of assets in debt securities, including U.S. government securities, corporate bonds, and mortgage-related securities. It may invest up to 20% of assets in securities denominated in foreign currencies. The portfolio duration generally ranges from three to six years. At December 31, 2001, there were 31 participants invested in this fund. 7 SCHWAB STABLE VALUE FUND - This fund invests directly or indirectly in a diversified portfolio consisting primarily of guaranteed insurance contracts, arrangements commonly known as alternative investment contracts, and other investments, which seek to maintain principal value, protect against market volatility, obtain consistent income return and provide reasonable liquidity. Such transactions qualify as party in interest. At December 31, 2001, there were 420 participants invested in this fund. SCHWAB TOTAL STOCK MARKET INDEX FUND - This fund normally invests at least 80% of assets in securities included in the Wilshire 5000 Equity index. The fund generally expects that its portfolio will include the largest 2,500 to 3,000 U.S. stock, and that is its industry weightings, dividend yield and P/E ratio will be similar to those of the index. Such transactions qualify as party in interest. At December 31, 2001, there were 9 participants invested in this fund. SCUDDER GLOBAL FUND - This fund normally invests at least 65% of total assets in U.S. and foreign equity securities. It generally focuses on established companies in countries with developed economies. Management looks for companies that are industry leaders, have strong finances and management, and appear to make the most of local, regional and global opportunities. The fund primarily invests in companies that offer the potential for sustainable above-average earnings growth and whose market value appears reasonable in light of their business prospects. At December 31, 2001, there were 157 participants invested in this fund. T. ROWE PRICE NEW HORIZONS FUND - This fund invests primarily in common stocks of small, rapidly growing companies. Management concentrates on companies that may offer accelerating earnings growth because of new management, new products, or structural changes in the economy. The fund may invest up to 10% of assets in foreign securities, including American depositary receipts. At December 31, 2001, there were 218 participants invested in this fund. T. ROWE PRICE SCIENCE & TECHNOLOGY FUND - This fund normally invests at least 65% of assets in companies, both foreign and domestic, that seek to develop or use scientific and technological advances. Industries include computers and peripherals, software, electronics, pharmaceutical and medical devices, telecommunications, biotechnology, waste management, chemicals, synthetic materials, defense and aerospace. These holdings may include both new and established companies. At December 31, 2001, there were 368 participants invested in this fund. UAM FMA SMALL COMPANY PORTFOLIO FUND - This fund invests at least 65% of assets in common stocks issued by U.S. companies with market capitalizations of $50 million to $1 billion. When selecting securities, the advisor looks for companies with low P/E ratios, strong cash flows, good credit lines, and improving balance sheets. The fund may invest up to 10% of assets in foreign securities. At December 31, 2001, there were 160 participants invested in this fund. 8 VAN KAMPEN COMSTOCK FUND - This fund invests primarily in common stocks. It may invest up to 10% of assets in high-quality short-term debt or investment-grade corporate or government bonds. The fund may invest up to 15% of its assets in foreign securities. At December 31, 2001, there were 19 participants invested in this fund. VANGUARD INDEX EXTENDED MARKET FUND - This fund employs a passive management strategy to track the performance of the Wilshire 4500 Index. This index consists of more than 5,000 small to medium-sized U.S. common stocks traded on the New York Stock Exchange, American Stock Exchange or Nasdaq. These stocks are not included in the S&P 500 Index. The fund invests all or substantially all of its assets in a representative sample of the stocks that make up the index. At December 31, 2001, there were 158 participants invested in this fund. PERSONAL CHOICE RETIREMENT ACCOUNT - This fund provides for self-directed investing whereby each participant may choose to invest in any stock listed on a major U.S. exchange, over 1,800 mutual funds, bonds and other fixed-income investments, and money market funds. At December 31, 2001, there were 29 participants invested in this fund. The following table presents the fair value of the individual investments that represent 5 percent or more of the Plan's net assets: December 31, 2001 2000 --------------- --------------- Aim Charter Fund $3,421,637 $4,648,938 American Century Select Fund 3,708,005 4,610,847 American Century Growth Fund 3,180,535 4,081,853 Fidelity Magellan Fund 4,335,833 4,802,270 INVESCO Total Return Fund 1,632,794 1,601,183 Schwab Stable Value Fund 6,964,154 5,612,482 T. Rowe Price Science & Technology Fund 2,264,705 3,699,837 The aggregate proceeds from transactions in the Plan's mutual fund investments were $8,832,506 for the year ended December 31, 2001. The related cost of these transactions was $9,564,675, resulting in a realized loss totaling $732,169 for the year ended December 31, 2001. Realized gains and losses on investments are included in the caption Net depreciation on investments in the Statement of Changes in Net Assets Available for Plan Benefits. Cost is determined using the revalued cost method. Unrealized depreciation on Plan assets was $4,348,858 for the year ended December 31, 2001. 9 NOTE 4 - FEDERAL INCOME TAX STATUS: - ----------------------------------- On February 13, 1996, the Internal Revenue Service advised that the Plan, as amended, is qualified and the trust thereunder is exempt from federal income tax pursuant to Section 401(a) of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan's administrator and the Plan's tax counsel believe that the plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. NOTE 5 - SUBSEQUENT EVENT: - -------------------------- The Company is in the process of amending the Plan to incorporate certain of the benefits provided under the Economic Growth and Tax Relief Reconciliation Act of 2001 (the "Act"). The Act provides for increased employee contribution limits, and catch-up provisions for employees who are 50 years of age or older. The amended Plan is expected to be effective during 2002. 10 Schedule I Page 1 of 4 KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 2001 --------------------------------------------------------------------
(a) (b) Identity of Issue (c) Number of Shares/Units (e) Current Value - --- --- ----------------- --- ---------------------- --- ------------- Cash $ 16,227 Mutual Funds: Aim Charter Fund 298,572 3,421,637 American Century Growth Fund 162,937 3,180,535 American Century Select Fund 100,216 3,708,005 Bear Stearns S&P Stars Portfolio Fund 1,429 39,050 Fidelity Magellan Fund 41,603 4,335,833 INVESCO Total Return Fund 65,286 1,632,794 PIMCO Total Return Fund 12,136 126,940 * Schwab Stable Value Fund 513,846 6,964,154 * Schwab Total Stock Market Index Fund 2,480 44,739 Scudder Global Fund 36,270 787,423 T. Rowe Price New Horizons Fund 65,358 1,479,048 T. Rowe Price Science & Technology Fund 108,256 2,264,705 UAM FMA Small Company Portfolio Fund 62,705 1,160,671 Van Kampen Comstock Fund 7,960 124,809 Vanguard Index Extended Market Fund 40,698 939,709 ---------- Total Mutual Funds 30,210,052 ---------- Personal Choice Retirement Account: Cash and Equivalents 375,851 Common Stocks: ADC Telecommunications, Inc. 13.250 60,950 Advanced Fibre Communications, Inc. 198 3,499 Agere Systems, Inc. 195 1,110 Agilent Technologies, Inc. 153 4,362 Albertsons, Inc. 849 26,745 American Home Mortgage Holdings 130 1,573 Amkor Technology, Inc. 43 689 Applied Micro Circuits Corp. 600 6,792 Ariba, Inc. 500 3,080 Asyst Technology Corp. 1,000 12,760 Atmel Corp. 250 1,842 Avaya, Inc. 22 267 Bank One Corp 810 31,630 Banta Corp. 536 15,821 Bea Systems, Inc. 500 7,700 Bookham, Technology ADR 110 270
Schedule I Page 2 of 4 KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN ---------------------------------- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 2001 --------------------------------------------------------------------
(a) (b) Identity of Issue (c) Number of Shares/Units (e) Current Value - --- --- ----------------- --- ---------------------- --- ------------- Brush Wellman, Inc. 1,000 14,240 Cadence Design Systems, Inc. 500 10,960 Checkpoint Systems, Inc. 150 2,010 CHS Electronics, Inc. 1,000 2 Ciena Corp. 500 7,155 Cisco System, Inc. 815 14,760 Compaq Computer Corp. 250 2,440 Com21, Inc. 3,000 4,110 Corning, Inc. 1,400 12,488 Cree, Inc. 38 1,119 CVS Corp. 812 24,031 Cypress Semiconductor Corp. 200 3,986 DMC Stratex Networks, Inc. 3,600 28,008 Duke Energy Corp. 100 3,926 General Electric Company 29 1,167 Globix Corp 200 29 Home Depot, Inc. 151 7,727 IFR Systems, Inc. 3,000 3,750 Integrated Silicon Solution, Inc. 250 3,060 Intel Corp. 165 5,204 Interneuron Pharmaceuticals, Inc. 1,300 14,417 J P M Company 4,000 300 JDS Uniphase Corp. 60 521 * Keithley Instruments, Inc. 5,399 91,237 Keycorp, Inc. 50 1,217 Komag, Inc. 100 4 Kulicke & Soffa Industries, Inc. 250 4,288 LSI Logic Corp. 900 14,202 LTV Corp. 5,000 70 Lucent Technologies, Inc. 4,874 30,658 Mattson Technology, Inc. 400 3,524 Micromuse, Inc. 32 480 Motorola, Inc. 1,100 16,522 National Semiconductor Corp. 100 3,079 NCS Healthcare, Inc. Class A 11,900 2,261 Newport Corp. 70 1,350 Nortel Networks Corp. 100 750 Novellus Systems, Inc. 500 19,725 Office Depot, Inc. 160 2,966
Schedule I Page 3 of 4 KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 2001 --------------------------------------------------------------------
(a) (b) Identity of Issue (c) Number of Shares/Units (e) Current Value - --- --- ----------------- --- ---------------------- --- ------------- OpenTV Corp. Class A 72 595 Pfizer, Inc. 101 4,045 PMC-Sierra, Inc. 200 4,252 Pinnacle Data Systems, Inc. 1,000 1,400 RF Micro Devices, Inc. 200 3,846 Solectron Corp. 100 1,128 State Street Corp. 800 41,800 Sun Microsystems, Inc. 995 12,238 Sycamore Networks, Inc. 110 590 Texas Instruments, Inc. 1,334 37,352 Transwitch Corp. 2,760 12,420 Tripath Technology, Inc. 100 171 Triquint Semiconductor 500 6,130 United Parcel Service Class B 102 5,570 U.S. Physical Therapy, Inc. 150 2,424 Varco International, Inc. 42 629 Veeco Instruments, Inc. 1,000 36,050 Vishay Intertechnology, Inc. 100 1,950 Vitesse Semiconductor Corp. 500 6,215 Wells Fargo and Company 266 11,558 Xerox Corp. 2,000 20,840 Xicor, Inc. 500 5,550 --------- Total Common Stocks 753,586 --------- Mutual Funds: Citizens Global Equity Fund 168 2,726 Dreyfus Midcap Value Fund 129 3,386 Firsthand Communication 460 1,530 Firsthand Technology Value Fund 62 2,560 Invesco Technology II 204 6,628 Janus Mercury Fund 131 2,725 Midas Fund 27,919 26,523 Oakmark Select Fund 1,632 44,468 Pin Oak Aggressive Stock Fund 105 2,497 Profunds Ultraotc Fund 367 12,965 Profunds Ultrasmall Cap Investor 101 1,751 Red Oak Technology 207 1,987
Schedule I Page 4 of 4 KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 2001 --------------------------------------------------------------------
(a) (b) Identity of Issue (c) Number of Shares/Units (e) Current Value - --- --- ----------------- --- ---------------------- --- ------------- RS Diversified Growth Fund 150 3,491 * Schwab International Index Fund 761 9,550 Transamerica Premier Balanced Fund 164 3,072 Vanguard Capital Opportunity Fund 1,184 27,969 Vanguard Growth Index Fund 154 4,066 Vanguard Health Care Fund 85 9,897 Vanguard Index Trust Small-Cap Fund 195 3,861 ----------- Total Mutual Funds 171,652 ----------- Nasdaq 100 Shares Investment Trust 500 19,455 Total Personal Choice Retirement Account 1,320,544 ----------- Participant Loans, interest rates from 7.0 to 11.5% per annum 189,775 ----------- Total Assets Held for Investment Purposes $31,736,598 ===========
(*) Denotes an allowable party in interest. Schedule II KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- SCHEDULE OF REPORTABLE TRANSACTIONS -----------------------------------
(a) Identity of party involved and Total number (c) Purchase (d) Selling (g) Cost of (i) Net (b) Description of Assets of Transactions Price Price Asset Sold Gain/(Loss) - ----------------------------------- --------------- ---------- -------- ---------- ----------- Purchases: *Schwab Stable Value Fund 94 $2,268,241 -- -- --
Reportable transactions represent individual or series of transactions in excess of 5% of Plan assets as of the beginning of the Plan year. (*) Denotes an allowable party in interest. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. KEITHLEY INSTRUMENTS, INC. RETIREMENT SAVINGS TRUST AND PLAN (Name of Plan) Date: June 27, 2002 /s/ Mark J. Plush --------------------------------- Mark J. Plush Vice President and Chief Financial Officer Keithley Instruments, Inc. EX-23 3 l95002aexv23.txt EXHIBIT 23 23. Consent of experts CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-2199) of Keithley Instruments, Inc. of our report dated June 12, 2002 relating to the financial statements of Keithley Instruments, Inc. Retirement Savings Trust and Plan, which appears in this Form 11-K. /s/PricewaterhouseCoopers LLP Cleveland, Ohio June 27, 2002 -----END PRIVACY-ENHANCED MESSAGE-----