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EX-10.2 - EXHIBIT 10.2 - INTEST CORPex_240872.htm
EX-10.1 - EXHIBIT 10.1 - INTEST CORPex_240871.htm

 

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

 

April 10, 2021
Date of Report (Date of earliest event reported)

 

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

 

Delaware

1-36117

22-2370659

(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation)    

 

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. ☐

 
   

 

 

 

 

Item 1.01.    Entry into a Material Definitive Agreement.

On April 10, 2021, inTEST Corporation (the “Company”) and its subsidiaries entered into a Second Amendment to Loan and Security Agreement (the “Second Amendment”) with M&T Bank (“M&T”). The Second Amendment amends the Loan and Security Agreement dated April 10, 2020, as amended by the First Amendment to Loan and Security Agreement dated December 16, 2020 (collectively, the “Agreement”).

 

Under the terms of the Second Amendment, the maximum amount available to the Company under the revolving credit facility has been increased from $7,500,000 to $10,000,000 and includes an unused facility fee equal to fifteen (15) basis points per annum. The term of the revolving credit facility, which had a 364-day contract period, has been extended to April 9, 2024. Under the Agreement, the principal balance of the revolving credit facility will accrue interest at the LIBOR rate plus 2%.

 

The foregoing description of the terms and conditions of the Second Amendment and the obligations of the Company and its subsidiaries thereunder is qualified in its entirety by reference to the text of the Second Amendment and the Amended and Restated Revolver Note dated April 10, 2021, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

 

Item 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 9.01.    Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

Description

10.1

Second Amendment to Loan and Security Agreement, dated April 10, 2021, by inTEST Corporation, Ambrell Corporation, inTEST Silicon Valley Corporation, inTEST EMS, LLC, Temptronic Corporation and M&T Bank

10.2

Amended and Restated Revolver Note, dated April 10, 2021

 

 

 

 

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:   April 14, 2021