-----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, BS8OlkdysWcxfedGp/hUaj1p/y5vtHuQ6tDEzgQMVOuUk7zhgO1qq6xL12XeN0oc aticL6L3rwdfeymP8otWCA== 0001209191-05-063951.txt : 20051216 0001209191-05-063951.hdr.sgml : 20051216 20051216171014 ACCESSION NUMBER: 0001209191-05-063951 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051208 FILED AS OF DATE: 20051216 DATE AS OF CHANGE: 20051216 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 28775 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2162480400 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chipchase Stephen Arthur CENTRAL INDEX KEY: 0001346583 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09965 FILM NUMBER: 051270442 BUSINESS ADDRESS: BUSINESS PHONE: 440-248-0400 MAIL ADDRESS: STREET 1: 28775 AURORA ROAD CITY: CLEVELAND STATE: OH ZIP: 44139 3/A 1 doc3a.xml FORM 3/A SUBMISSION X0202 3/A 2005-12-08 2005-12-16 0 0000054991 KEITHLEY INSTRUMENTS INC KEI 0001346583 Chipchase Stephen Arthur 28775 AURORA RD SOLON OH 44139 0 1 0 0 Vice President, Operations Common Stock Option 45.125 2002-08-02 2010-08-01 Common Shares 4000 D Common Stock Option 18.41 2003-07-25 2011-07-24 Common Shares 5000 D Common Stock Option 13.76 2004-07-24 2012-07-23 Common Shares 6500 D Common Stock Option 16.12 2005-07-19 2013-07-18 Common Shares 12000 D Common Stock Option 18.75 2005-02-15 2014-07-16 Common Shares 20000 D Common Stock Option 15.05 2007-10-04 2015-10-03 Common Shares 6000 D Performance Award Unit 0.00 2008-09-30 2012-02-01 Common Shares 4600 D Date reported applies to 50% of total, one-half of the balance is then exercisable in each succeeding year Option became fully vested on February 15, 2005 Option became fully vested on August 10, 2005 Each Performance Award Unit represents the right to receive one common share at the end of the applicable performance period. The number of units actually earned is subject to adjustment based upon the Company's revenue growth versus that of a defined Peer Group, as well as the Company maintaining an acceptable level of profitability. Minimum number of units is 0, while the maximum number of units is two times the target number shown. Mark J. Plush, Attorney-in Fact 2005-12-16 EX-24.3A_113295 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned's hereby makes, constitutes and appoints Mark Plush and Marcia Miller as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Keithley Instruments, Inc. (the "Company"), a Ohio corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of December,2005. /s/Stephen A. Chipchase Signature Stephen A. Chipchase Print Name -----END PRIVACY-ENHANCED MESSAGE-----