-----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, J2ywGKfkFw90Yywdm3CmnVKbzqLd00wsN5YRld2vx0NguKPileqlap7hKpM0CZ52 LmPLDFsS9ICp2BGht9p72g== 0000950152-97-001176.txt : 19970222 0000950152-97-001176.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950152-97-001176 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970219 EFFECTIVENESS DATE: 19970219 SROS: NYSE 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-21999 FILM NUMBER: 97538175 BUSINESS ADDRESS: STREET 1: 28775 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2162480400 S-8 1 KEITHLEY INSTRUMENTS, INC. S-8 1 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KEITHLEY INSTRUMENTS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) OHIO 34-0794417 - ---------------------------------------- ------------------------------------ (State of incorporation or organization) (IRS Employer Identification No.) 28775 AURORA ROAD, SOLON, OHIO 44139 - ------------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) KEITHLEY INSTRUMENTS, INC. 1993 EMPLOYEE STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN KEITHLEY INSTRUMENTS, INC. 1997 DIRECTORS' STOCK OPTION PLAN - -------------------------------------------------------------------------------- (Full Title of the Plans) JOSEPH P. KEITHLEY, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER KEITHLEY INSTRUMENTS, INC. 28775 AURORA ROAD, SOLON, OHIO 44139 (Name and address of agent for service) (216) 248-0400 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ============================================================================================================= Proposed Maximum Proposed Maximum Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of be Registered (1) Registered (2) Share (3) Price (3) Registration Fee - ------------------------------------------------------------------------------------------------------------- Common Shares, without par value 700,000 shares $9.00 $6,300,000 $1,909.09 ============================================================================================================= 1. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, the Registration Statement also covers an indeterminate number of interests to be offered or sold pursuant to the employee benefit plans described herein. 2. 500,000 shares being registered represent the incremental number of shares that may be purchased under the Keithley Instruments, Inc. 1993 Employee Stock Purchase and Dividend Reinvestment Plan, and 200,000 represent shares to be issued pursuant to the Keithley Instruments, Inc. 1997 Directors Stock Option Plan. Also includes an indeterminate number of additional shares that may become issuable pursuant to antidilution adjustment provisions of both the Plans. 3. Estimated in accordance with Rule 457 solely for the purpose of determining the registration fee, based on the average of the high and low reported sale prices on February 12, 1997, of the Registrant's Common Shares as reported on the New York Stock Exchange.
2 EXPLANATORY NOTE This purpose of this Registration Statement is to register 500,000 additional Common Shares of Keithley Instruments, Inc. (the "Register") that may be issued under the Keithley Instruments, Inc. 1993 Employee Stock Purchase and Dividend Reinvestment Plan (the "Reinvestment Plan"). The additional shares to be registered represent an increase from 250,000 Common Shares (previously registered pursuant to the Registrant's Registration Statement on Form S-8, Registration No. 33-72606, filed with the Securities and Exchange Commission on December 7, 1993 (the "Prior Registration Statement") and adjusted for a 100% stock dividend issued subsequent to the effectiveness of the Prior Registration Statement) to 750,000 Common Shares that may be issuable under the Reinvestment Plan. The contents of the Prior Registration Statement are hereby incorporated by reference. With respect to the Reinvestment Plan, the Items below contain only such information required by General Instruction E. of Form S-8. This Registration Statement also registers 200,000 Common Shares of the Registrant that may be issued pursuant to the Keithley Instruments, Inc. 1997 Directors' Stock Option Plan (the "Option Plan" and, together with the Reinvestment Plan, the "Plans"). ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated herein by reference: a) The Registrant's Annual Report on Form 10-K filed pursuant to Section 13 of the Securities Exchange Act of 1934 for its fiscal year ended September 30, 1996; b) The Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 1997 ended December 31, 1996; c) The description of the company's Common Shares contained in Item 11 of the Registrant's Form 10 Registration Statement (No. 0-13648) as declared effective on July 31, 1985, relating to the registration of the Registrant's Common Shares under Section 12(g) of the Exchange Act; and d) All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all of the Common Shares offered pursuant to this Registration Statement have been sold or which deregisters all Common Shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. 2 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 1701.13(E) of the Ohio Revised Code permits a corporation to indemnify or agree to indemnify officers and directors against certain liabilities. Pursuant to Section 1701.13(E) and subject to certain limitations contained therein, Article V of the company's Code of Regulations provides that the company will indemnify any director or officer or any former director or officer of the company against expenses, including attorney's fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him by reason of the fact that he is or was such director or officer of the company or is or was serving at the request of the company as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Number Description - ------ ------------ 5 Opinion of Baker & Hostetler as to legality of the Common Shares being registered 23(a) Consent of Price Waterhouse LLP 23(b) Consent of Baker & Hostetler (included in Opinion filed as Exhibit 5 hereto) 24 Power of Attorney (included on the signature page hereto) ITEM 9. UNDERTAKINGS. a) The undersigned Registrant hereby undertakes: 1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; ii) To reflect in the Prospectus any facts or events ii) arising after the effective date of the Registration Statement (or the most recent 3 4 post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. 2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities 4 5 (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Solon, State of Ohio, on this 15th day of February, 1997. KEITHLEY INSTRUMENTS, INC. (Registrant) By /s/ Joseph P. Keithley -------------------------------- Joseph P. Keithley Chairman, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, Joseph P. Keithley and Ronald M. Rebner, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registrant Statement has been signed by the following persons in the capacities indicated on the 15th day of February, 1997. Signature Title - --------- ----- /s/ Joseph P. Keithley Chairman of the Board of Directors, - ------------------------------- President and Chief Executive Officer Joseph P. Keithley (Principal Executive Officer) /s/ Joseph F. Keithley Founder and Director - ------------------------------- Joseph F. Keithley 6 7 /s/ Ronald M. Rebner Vice President and Chief Financial Officer - ------------------------------- (Principal Financial and Accounting Officer) Ronald M. Rebner and Director /s/ Brian R. Bachman Director - ------------------------------- Brian R. Bachman /s/ James T. Bartlett Director - ------------------------------- James T. Bartlett /s/ Arden L. Bement, Jr. Director - ------------------------------- Dr. Arden L. Bement, Jr. /s/ James B. Griswold Director - ------------------------------- James B. Griswold /s/ Leon J. Hendrix, Jr. Director - ------------------------------- Leon J. Hendrix, Jr. /s/ R. Elton White Director - ------------------------------- R. Elton White 7 8 EXHIBIT INDEX Page Number Sequential Exhibit Numbering Number Description System - ------ ----------- ---------- 5 Opinion of Baker & Hostetler as to legality of the Common Shares being registered 9 23(a) Consent of Price Waterhouse LLP 10 23(b) Consent of Baker & Hostetler (included in Exhibit 5) -- 24 Power of Attorney (contained on the signature page hereof). -- 8 EX-5 2 EXHIBIT 5 1 EXHIBIT 5 BAKER & HOSTETLER LLP 3200 NATIONAL CITY CENTER 1900 E. NINTH STREET CLEVELAND, OH 44114 February 18, 1997 Keithley Instruments, Inc. 28775 Aurora Road Cleveland, OH 44139-1891 Re: Common Shares issuable under The Keithley Instruments, Inc. Amended 1993 Employee Stock Purchase and Dividend Reinvestment Plan and Directors' Option Plan ---------------------------------------------------------- Gentlemen: We have acted as counsel to Keithley Instruments, Inc., an Ohio corporation (the "Company"), in connection with its Registration Statement on Form S-8 (the "Registration Statement") filed under the Securities Act of 1933, as amended, relating to (1) the offering of up to 500,000 Common Shares, without par value (the "Common Shares"), of the Company pursuant to the Company's Amended 1993 Employee Stock Purchase and Dividend Reinvestment Plan (the "Stock Purchase Plan"); and (2) the offering of up to 200,000 Common Shares of the Company pursuant to the Company's Directors' Option Plan (the "Option Plan" and together with the Stock Purchase Plan referred to as the "Plans"). In connection with the foregoing, we have examined (a) the Amended Articles of Incorporation and the Amended Code of Regulations of the Company, (b) the Plans, as amended, and (c) such records of the corporate proceedings of the Company and such other documents as we deem necessary to render this opinion. Based on such examination, we are of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Ohio. 2. The Common Shares available for issuance under the Plans, when issued and sold pursuant to the Plans, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Baker & Hostetler LLP Baker & Hostetler LLP EX-23.A 3 EXHIBIT 23(A) 1 Exhibit 23(a). Consent of Price Waterhouse LLP We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 14, 1996, which appears on page 32 of the 1996 Annual Report to Shareholders of Keithley Instruments, Inc., which is incorporated by reference in Keithley Instruments, Inc.'s Annual Report on Form 10-K for the year ended September 30, 1996. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 20 of such Annual Report on Form 10-K. Price Waterhouse LLP Cleveland, Ohio February 14, 1997 EX-23.B 4 EXHIBIT 23(B) 1 Exhibit 23(b). Consent of Baker & Hostetler See Exhibit 5. EX-24 5 EXHIBIT 24 1 Exhibit 24. Power of Attorney See signature page contained herein. -----END PRIVACY-ENHANCED MESSAGE-----