8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 4, 2005

Keithley Instruments, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Ohio	1-9965	34-0794417
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
28775 Aurora Road, Solon, Ohio		44139
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (440) 248-0400

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On May 5, 2005, Keithley Instruments, Inc. (the "Company") entered into an indemnification agreement with Brian J. Jackman, as a member of the Board of Directors.

In general, the indemnification agreement provides Brian J. Jackman, as a member of the Board of Directors, with contractual rights to indemnification and advancement or reimbursement of expenses to the fullest extent permitted under Section 1701.13 of the Ohio General Corporation Law in connection with any and all expenses, judgments, fines, penalties, and amounts paid in settlement incurred by the director as a result of their service to, and actions on behalf of, the Company. The Company's Code of Regulations currently provides that the Company is required to indemnify its officers and directors to the fullest extent allowable under applicable law.

The above description of the indemnification agreement does not purport to be complete and is qualified in its entirety to the form of the indemnification agreement entered in to by Brian J. Jackman incorporated herein by reference as Exhibit 10.1. (Reference is made to Exhibit 10.1 of the Company's Current Report on Form 8-K dated December 2, 2004 (File No. 001-09965), which Exhibit is incorporated herein by reference.)

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) On May 4, 2005, the Company’s Board of Directors elected Brian J. Jackman to fill a vacancy on its Board of Directors. Mr. Jackman has been named a member of the Compensation and Human Resources Committee, the Governance and Nominating Committee and the Strategy Committee of the Board of Directors.

A copy of the press release issued by the Company on May 5, 2005 announcing the election of Mr. Jackman is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

10.1 Form of Indemnification Agreement entered into by the Company and Brian J. Jackman, as a member of the Company's Board of Directors on May 5, 2005. (Reference is made to Exhibit 10.1 of the Company's Current Report on Form 8-K dated December 2, 2004 (File No. 001-09965), which Exhibit is incorporated herein by reference.)

99.1 Press Release Dated May 5, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Keithley Instruments, Inc.
May 10, 2005	By:	Mark J. Plush
		Name: Mark J. Plush
		Title: Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release Dated May 5, 2005

EX-99.1

Exhibit 99.1 CONTACT: Mark J. Plush
Vice President and Chief Financial Officer
440-498-2618

Keithley Instruments, Inc.
28775 Aurora Road
Cleveland, Ohio 44139-1891
440-248-0400 • Fax: 440-248-6168
HTTP://WWW.KEITHLEY.COM

FOR IMMEDIATE RELEASE

BRIAN J. JACKMAN JOINS KEITHLEY’S BOARD OF DIRECTORS

Cleveland, Ohio — May 5, 2005 — Keithley Instruments, Inc. (NYSE:KEI), a leader in solutions for emerging measurement needs, today announced that Brian J. Jackman has been appointed to the Company’s Board of Directors. Jackman spent his career serving the computing and communications industries. He fills a vacant seat on Keithley’s Board and will stand for election at the Company’s next annual meeting in February, 2006.

“We are pleased to welcome Brian Jackman to our Board of Directors,” stated Joseph P. Keithley, Chairman, President and Chief Executive Officer of Keithley. “His deep understanding of the telecommunications marketplace, and experience with companies involved in the computing and wireless industries, will provide us valuable insights into our customers’ end-use markets.”

Jackman, 64, spent 20 years with Tellabs, Inc. [TLAB], which designs, deploys and services optical networking, broadband access and voice-quality enhancement equipment for the telecommunications industry. He held various sales, marketing and management positions during his tenure and was most recently President, Global Systems and Technology until his retirement in 2001. Prior to joining Tellabs, Jackman held various systems, sales and marketing positions with IBM Corporation, which manufactures and markets advanced information processing products, including computer and microelectronic technology, software, and networking systems.

Among his numerous affiliations, Jackman serves on the Board of PCTEL, Inc. [PCTI],a leading supplier of products which simplify mobile connectivity, and Open Text™ Corporation [OTEX], a market leader in providing Enterprise Content Management solutions for global organizations. He also serves on the Board of Gannon University in Erie, Pennsylvania, and the Catholic Charities of Chicago.

Jackman received a B.A. from Gannon University, and an M.B.A. from Pennsylvania State University.

About Keithley Instruments. With more than 50 years of measurement expertise, Keithley Instruments (www.keithley.com) has become a world leader in advanced electrical test instruments and systems from DC to RF (radio frequency) geared to the specialized needs of electronics manufacturers for high performance production testing, process monitoring, product development, and research. By building upon our strength in electrical measurement solutions for research, Keithley has become a production test technology leader for the semiconductor, wireless, optoelectronics, and other precision electronics segments of the worldwide electronics industry. The value we provide to our customers is a combination of precision measurement technology and a rich understanding of their applications to improve the quality, throughput, and yield of their products.

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