Keithley Instruments, Inc. 11-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK
REPURCHASE SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
     
þ   Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934.
For the fiscal year ended December 31, 2007
OR
     
o   Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934.
Commission File Number 1-9965
A.   Full title of the plan and the address of the plan, if different from that of the issuer named below:
KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN
B.   Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
KEITHLEY INSTRUMENTS, INC.
28775 AURORA ROAD
CLEVELAND, OHIO 44139
 
 

 


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KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST
AND PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2007 AND 2006

 


 

KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN
INDEX TO FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
         
    PAGE
    1  
 
       
Financial Statements:
       
 
       
    2  
 
       
    3  
 
       
    4-9  
 
       
Supplemental Schedule:
       
 
       
    10  
 
       
    11  
 
       
Exhibit 23.1 Consent of SS&G Financial Services, Inc.
    12  
 EX-23.1

 


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Report of Independent Registered Public Accounting Firm
To the Participants and Administrator
     of the Keithley Instruments, Inc.
     Retirement Savings Trust and Plan
We have audited the accompanying statements of net assets available for plan benefits for Keithley Instruments, Inc. Retirement Savings Trust and Plan as of December 31, 2007 and 2006, the related statement of changes in net assets available for plan benefits for the year ended December 31, 2007, and the supplemental schedule of assets (held at end of year) as of December 31, 2007. These financial statements and supplemental schedule are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements and supplemental schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes, examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and supplemental schedule referred to above present fairly, in all material aspects, the net assets available for plan benefits of the Keithley Instruments, Inc. Retirement Savings Trust and Plan as of
December 31, 2007 and 2006, and the changes in net assets available for plan benefits for the year ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.
/s/ SS&G Financial Services, Inc.
CERTIFIED PUBLIC ACCOUNTANTS
Cleveland, Ohio
June 16, 2008

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KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 2007 AND 2006
                 
    2007     2006  
Investments, at fair value (See Note 3)
  $ 53,963,753     $ 49,916,840  
Participant loans
    232,616       117,858  
 
           
Total investments
    54,196,369       50,034,698  
 
           
 
               
Receivables:
               
Employer contribution
    42,956       426,927  
Participant contributions
    221,387       247,249  
Dividends and interest
    19,164       14,417  
 
           
Total receivables
    283,507       688,593  
 
           
 
               
Net assets available for plan benefits
  $ 54,479,876     $ 50,723,291  
 
           
The accompanying notes are an integral part of these financial statements.

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KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2007
         
Additions to net assets attributed to:
       
 
       
Investment income:
       
Net appreciation of investments
  $ 935,646  
Dividends and interest
    2,517,885  
 
     
Total investment income
    3,453,531  
 
     
 
       
Contributions:
       
Employer
    445,786  
Participants
    3,278,014  
Rollovers
    331,535  
 
     
Total contributions
    4,055,335  
 
     
 
       
Total additions
    7,508,866  
 
     
 
       
Deductions from net assets attributed to:
       
 
       
Distributions to participants
    (3,749,267 )
Other distributions
    (3,014 )
 
     
 
       
Total deductions
    (3,752,281 )
 
     
 
       
Net increase
    3,756,585  
 
       
Net assets available for plan benefits at beginning of year
    50,723,291  
 
     
 
       
Net assets available for plan benefits at end of year
  $ 54,479,876  
 
     
The accompanying notes are an integral part of these financial statements.

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KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 — PLAN DESCRIPTION:
The following description of the Keithley Instruments, Inc. Retirement Savings Trust and Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
Participation
The Plan is a defined contribution plan, established on January 1, 1988, covering all domestic employees of Keithley Instruments, Inc. and its participating subsidiaries (the “Company”) that have attained age twenty-one. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) as amended.
Administration
The Plan is administered by the Company (the “Administrator”). The administration of the Plan includes exercising all necessary powers as provided by the Plan to interpret and apply the Plan provisions. The Company has the right to settle claims or debts and to defend any claims arising from the operation of the Plan. The Charles Schwab Trust Company (“Schwab”) is the trustee and acts as the custodian of the Plan.
Contributions
Participants may elect to contribute up to 25% of their compensation and have the option of contributing their profit sharing award, if any, on a pre-tax basis subject to certain limitations of the Internal Revenue Code.
The Company provides a base matching contribution equal to 25% on the first 6% contributed by the participant and may provide an additional discretionary supplemental match, based on the financial performance of the Company, of up to an additional 25% on the first 6% contributed by the participant. The Company elected to match 25% and 45% of each dollar of pre-tax contributions up to 6% of participants’ compensation for 2007 and 2006, respectively. The Company’s Board of Directors has complete discretion to determine its matching contribution, if any, each year.
The Company may make additional supplemental profit sharing contributions to the Plan. All eligible U.S. employees, as defined, may receive these profit sharing contributions if they are actively employed as of December 31. No additional supplemental profit sharing contributions were made to the Plan during 2007.

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KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN
NOTES TO FINANCIAL STATEMENTS
Participant accounts
Each participant has two separate accounts under each fund in which contributions have been invested on behalf of the participant. One account represents the participant’s contributions and earnings thereon (“Participant Account”) and the other account represents the employer’s contributions, made on behalf of the respective participant, and the earnings thereon (“Employer Account”). Forfeitures of terminated participants’ nonvested employer account balances are used to reduce future employer contributions.
Net assets available for Plan benefits of $3,522 and $39,915 were not allocated to participants’ accounts at December 31, 2007 and 2006, respectively, due to forfeitures during each Plan year.
Vesting
Participants are immediately vested in their voluntary contributions plus earnings thereon. Vesting of the employer contributions begins at the conclusion of one year of service and vests ratably based on years of service. A participant is 100% vested after three years of credited service.
Payment of benefits
Upon termination of service, a participant may elect to receive either a lump-sum amount equal to the value of his or her account, or installment payments. In the case of a severe financial hardship, the Administrator, at its sole discretion, may direct distribution of all or a portion of a participant’s account, subject to certain restrictions.
Participant loans
In the case of a financial hardship as defined by the Plan, a participant may apply to the Administrator for a loan. The Administrator, in accordance with a uniform, nondiscriminatory policy, may direct the custodian to make a loan to a participant from their before-tax contribution account, subject to certain restrictions. Loans outstanding as of December 31, 2007 and 2006, bear interest rates ranging from 6.0% to 10.25% per annum.
Termination provisions
The Company anticipates and believes that the Plan will continue; however, the Company reserves the right to terminate the Plan at any time by an action of its Board of Directors. In the event of termination of the Plan, the assets then remaining will be allocated and distributed to participants in accordance with the terms and provisions of the Plan.

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KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The following is a summary of the significant accounting policies of the Plan as sponsored by the Company.
Basis of accounting
The accompanying financial statements are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of net assets available for Plan benefits and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for Plan benefits during the reporting period. Actual results could differ from those estimates.
Benefit distributions
Distributions are recognized during the period in which they are paid to a Plan participant.
Investment valuation and income recognition
All investment accounts are included in the financial statements at fair value determined by quoted market prices as reported to the Plan by Schwab. Purchases and sales of securities are recorded on a settlement date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. The Plan presents in the Statement of Changes in Net Assets Available for Plan Benefits the net appreciation or depreciation in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation or depreciation on those investments.
Administrative expenses
Administrative expenses of the Plan are paid by the Company, except for Personal Choice Retirement Account fees and other specific fund expenses.

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KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN
NOTES TO FINANCIAL STATEMENTS
Risks and uncertainties
The Plan provides for various investment options through the use of mutual funds and personal choice brokerage accounts. Investment securities are exposed to various risks, such as interest rate and market fluctuations. Due to the level of risk associated with certain investment securities, as well as the level of uncertainty related to changes in the value of the investment securities, it is possible that changes in the near term could materially affect participants’ account balances and the amounts reported in the financial statements.
Recent Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements. The adoption of SFAS 157 will not have a material impact on the Plan’s financial statements, but will expand the amount of disclosures in the Plan’s financial statements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Administrator is currently evaluating the impact of implementing SFAS 157 on the financial statements.
NOTE 3 — INVESTMENTS:
The mix of funds available to participants for investment purposes allows for ease in participant selections and provides for appropriate diversification. A total of 19 funds are available to participants for investment purposes. Schwab manages the distribution of assets among funds and provides record keeping services. Additionally, participants may choose to invest in any stock listed on a major U.S. exchange, mutual funds, bonds and other fixed-income investments, and money market funds through the use of a Personal Choice Retirement Account.

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KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN
NOTES TO FINANCIAL STATEMENTS
The following table presents the fair value of the individual investments that represent 5% or more of the Plan’s net assets:
                 
    December 31,  
    2007     2006  
Allianz RCM Global Technology
  $ 3,260,929     $ 2,372,240  
Dreyfus Midcap Index Fund
    3,107,027       2,750,006  
EuroPacific Growth R3
    5,164,671       3,757,628  
Marsico Focus Fund
    5,681,087       5,917,431  
Schwab S&P 500 Fund
    7,492,847       7,404,044  
Schwab Stable Value Fund
    6,492,992       7,298,666  
T. Rowe Price New Horizons Fund
    2,791,133       2,758,124  
Investments
The Plan has adopted FASB Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP”). The FSP requires that investment contracts held by a defined-contribution plan be reported at fair value. However, contract value is the relevant measurement attribute for that portion of net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The contract value approximates the fair value for the Plan’s investment in fixed investment accounts. As a result, the adoption of the FSP had no material effect on the Plan.
NOTE 4 — FEDERAL INCOME TAX STATUS:
On July 17, 2002, the Internal Revenue Service advised that the Plan, as amended, is qualified and the trust thereunder is exempt from federal income tax pursuant to Section 401(a) of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan’s Administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

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KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 5 — PARTY-IN-INTEREST TRANSACTIONS:
At December 31, 2007 and 2006, the Plan held shares of mutual funds managed by an affiliate of The Charles Schwab Trust Company, Trustee to the Plan. In addition, at December 31, 2007 and 2006, the Plan held 8,071 and 4,724 shares of Keithley Instruments, Inc. Common Stock, valued at $78,131 and $62,121, respectively. Transactions involving these investments are allowable party-in-interest transactions under ERISA.

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Schedule I
KEITHLEY INSTRUMENTS, INC.
EIN # 34-0794417
PLAN NUMBER 003
RETIREMENT SAVINGS TRUST AND PLAN
SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2007
                 
(a)   (b)   (c)   (e)  
        Description of      
        investment including      
        maturity date, rates of      
    Identity of issue, borrower, lessor, or   interest, collateral,      
    similar party   par, or maturity value   Current value  
   
Mutual Funds:
           
   
Allianz RCM Global Technology
  Registered Investment Co.   $ 3,260,929  
   
Cohen & Steers Realty Shares
  Registered Investment Co.     853,191  
   
Dreyfus Midcap Index Fund
  Registered Investment Co.     3,107,027  
   
Eaton Vance Income Fund
  Registered Investment Co.     1,086,369  
   
EuroPacific Growth R3
  Registered Investment Co.     5,164,671  
   
Heartland Value Fund
  Registered Investment Co.     1,089,860  
   
Marsico Focus Fund
  Registered Investment Co.     5,681,087  
   
PIMCO Total Return Fund Class D
  Registered Investment Co.     2,617,393  
*  
Schwab Managed Retirement 2010
  Common/Collective Trust     536,983  
*  
Schwab Managed Retirement 2020
  Common/Collective Trust     2,615,229  
*  
Schwab Managed Retirement 2030
  Common/Collective Trust     883,296  
*  
Schwab Managed Retirement 2040
  Common/Collective Trust     523,662  
*  
Schwab Managed Retirement
  Common/Collective Trust     77,893  
*  
Schwab S&P 500 Fund
  Registered Investment Co.     7,492,847  
*  
Schwab Stable Value Fund
  Common/Collective Trust     6,492,992  
*  
Schwab Total Stock Market Index Fund
  Registered Investment Co.     2,314,773  
   
T. Rowe Price New Horizons Fund
  Registered Investment Co.     2,791,133  
   
Van Kampen Comstock Fund Class A
  Registered Investment Co.     1,981,942  
   
Vanguard Small Cap Index Fund
  Registered Investment Co.     2,324,129  
   
 
         
   
 
           
   
Total Mutual Funds
        50,895,406  
   
 
         
   
 
           
   
Personal Choice Retirement Account:
           
*  
Keithley Instruments, Inc.
        78,131  
   
Other Participant Directed Investments
        2,990,216  
   
 
         
   
 
           
   
Total Personal Choice Retirement Account
        3,068,347  
   
 
         
   
 
           
*  
Participant Loans
  6.0% to 10.25%     232,616  
   
 
         
   
 
           
   
Total Investments
      $ 54,196,369  
   
 
         
 
(*)   Denotes an allowable party in interest

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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN
                    (Name of Plan)
 
 
Date: June 16, 2008  /s/ Mark J. Plush    
  Mark J. Plush   
  Vice President and Chief Financial Officer
     Keithley Instruments, Inc., Plan Administrator 
 

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