According to the Company’s FORM 10-K for the fiscal year ended September 30, 2002, on September 30, 2002, the Court dismissed the case with prejudice. The plaintiffs had 30 days from September 30, 2002 to appeal the ruling, and the ruling was not appealed.
As reported by the same SEC filing, the Company and the Company’s chairman, president and chief executive officer had been served with six additional complaints that are identical to the first Complaint filed on March 26, 2001. These complaints were filed in the United States District Court for the Northern District of Ohio on March 28, 2001, March 29, 2001, March 30, 2001, April 5, 2001, April 12, 2001 and May 4, 2001. On July 23, 2001, the actions were consolidated and recaptioned In re: Keithley Instruments, Inc., Securities Litigation. On August 29, 2001, plaintiffs filed an Amended Complaint that included additional factual allegations and also named an officer of the Company as a defendant. On December 5, 2001, pursuant to an agreed order, the officer defendant was dismissed from the case.
The original complaint charges defendants with violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1935 and Rule 10b-5. The complaint alleges that the defendants issued a series of false and misleading statements to the market concerning the company's business condition and prospects for the second fiscal quarter of 2001 which resulted in artificially inflated prices for the company's common stock. On 01/18/2001, defendants reported record revenue for the first fiscal quarter of 2001, the three months ended 12/31/2000, touting Keithley's eighth consecutive quarter of record pre-tax earnings and sixth consecutive quarter of record sales. With respect to the second fiscal quarter of 2001, the three months ending 03/31/2001, defendants stated that Keithley's record backlog and current business will lead to second quarter pre-tax earnings in excess of those reported I the first quarter. Defendants repeated these positive statements concerning the fiscal Q2 2001 on 02/13/2001, in a press release and on 02/14/2001 in Keithley's SEC Form 10-Q. The complaint further alleges that defendants failed to disclose that Keithley was suffering from reduced new equipment orders, delays in scheduled deliveries and with respect to semiconductor customers, canceled orders, all of which would lead to reduced sale and earnings in fiscal Q2 2001. Prior to the disclosure of the true financial condition of the company in fiscal Q2 2001, Keithley sold approximately $3 million of Keithley shares.