INTEST CORP

Regulatory Filings • Nov 4, 2020

8-K/A 1 intt20201103_8ka.htm FORM 8-K/A intt20201103_8ka.htm Generated by ThunderDome Portal - 11/3/2020 11:12:54 PM

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

FORM 8-K /A

Amendment No. 1

CURRENT REPORT

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

September 21 , 2020 Date of Report (Date of earliest event reported)

inTEST Corporation (Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation) 1-36117 (Commission File Number) 22-2370659 (I.R.S. Employer Identification No.)

804 East Gate Drive, Suite 200, Mt. Laurel, New Jersey 08054 (Address of Principal Executive Offices, including zip code)
(856) 505-8800 (Registrant’s Telephone Number, including area code)
N/A (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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	INTT	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 (this “Amendment”) on Form 8-K/A is being filed by inTEST Corporation (the “Company”) to amend the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 25, 2020 (the “Original Report”) to disclose the estimated impairment charge related to the right-of-use asset for the lease of the Fremont facility and provide a revised estimate for severance and other one-time termination benefits.

This Amendment should be read in conjunction with the Original Report. Except as disclosed below, this Amendment does not amend the Original Report and does not modify or update any other disclosures contained in the Original Report.

Item 2.05 Costs Associated with Exit or Disposal Activities.

As previously reported in the Original Report, the Company notified employees of its plan to consolidate all manufacturing for its EMS Products division in Fremont, California into the manufacturing operation located in Mt. Laurel, New Jersey, which would result in the closure of the Fremont, California facility and termination of certain employees at that location. This consolidation is expected to be substantially completed during the fourth quarter of 2020. A small engineering and sales office will be maintained in northern California after the consolidation of manufacturing operations has been completed.

As a result of the consolidation, the Company currently expects to incur cash charges for severance and other one-time termination benefits ranging from $50,000 to $100,000, revised from the previously reported estimates ranging from $75,000 to $150,000. In addition, when manufacturing operations cease in the Fremont, California facility, the Company expects to record an impairment charge related to the right-of-use asset for the lease of the Fremont facility as the Company does not currently expect to sublet the facility for the full remaining term of the lease. At the time of filing the Original Report, the Company did not have sufficient information to estimate the amount of the full impairment charge. As of the date of this Current Report, the Company is able to currently estimate that the amount of this charge will range from $700,000 to $800,000. As of December 31, 2020, the right-of-use asset related to this facility will total $1.1 million, prior to any charge for impairment, which would be a non-cash charge.

SIGNATURE

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.

inTEST CORPORATION
By: /s/ Hugh T. Regan, Jr.
Hugh T. Regan, Jr.
Secretary, Treasurer and Chief Financial Officer

Date: November 4, 2020