Sec Form 13D Filing - Juniper Investment Company LLC filing for INTEST CORPORATION (INTT) - 2021-04-02

 

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

 

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

inTEST Corporation

(Name of Issuer)

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

46114700

(CUSIP Number)

 

John A. Bartholdson

Juniper Investment Company, LLC

555 Madison Avenue, 24^th Floor

New York, New York 10022

(212) 339-8500

(Name, Address and Telephone Number of Person Authorized  to Receive Notices and Communications)

 

March 29, 2021

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

SCHEDULE 13D

 

CUSIP No.  461147100

Page 2 of 11 Pages

 

< td style="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; font-size: 10pt; text-align: center">13

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Juniper Targeted Opportunity Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)   (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   488,900
		8	SHARED VOTING POWER   0
		9	SOLE DISPOSITIVE POWER   488,900
		10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   488,900
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.6%
14	TYPE OF REPORTING PERSON (See Instructions)   PN

 

SCHEDULE 13D

 

CUSIP No.  461147100

Page 3 of 11 Pages

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Juniper HF Investors II, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)   (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   488,900
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   488,900
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   488,900
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.6%
14	TYPE OF REPORTING PERSON (See Instructions)   PN

 

SCHEDULE 13D

 

CUSIP No.  461147100

Page 4 of 11 Pages

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Juniper Investment Company, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)   (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   488,900
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   488,900
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   488,900
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.6%
14	TYPE OF REPORTING PERSON (See Instructions)   IA

 

SCHEDULE 13D

 

CUSIP No.  461147100

Page 5 of 11 Pages

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Alexis P. Michas
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)   (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   488,900
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   488,900
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   488,900
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.6%
14	TYPE OF REPORTING PERSON (See Instructions)   IN

 

SCHEDULE 13D

 

CUSIP No.  461147100

Page 6 of 11 Pages

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   John A. Bartholdson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)   (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   488,900
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   488,900
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   488,900
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.6%
14	TYPE OF REPORTING PERSON (See Instructions)   IN

 

Item 1.

Security and Issuer.

 

The initial Schedule 13D, dated November 3, 2020, was filed with the Securities and Exchange Commission on November 12, 2020 (the “Initial Schedule 13D”) and relates to the Common Stock, $0.01 par value per share (the “Shares”), of inTEST Corporation, a Delaware corporation (the “Issuer”) with principal offices located at 804 East Gate Drive, Suite 200, Mt. Laurel, New Jersey 08054. The Initial Schedule 13D is amended and restated in its entirety by this amended Schedule 13D filing (this “Schedule 13D”), which is being filed to report a greater than 1% decrease in the percentage of shares beneficially owned by the Reporting Persons (as defined below), the net impact of which was to reduce the Reporting Persons’ beneficial ownership to below 5% of the Shares outstanding. The filing of this Schedule 13D represents the final amendment to the Initial Schedule 13D and constitutes an exit filing for the Reporting Persons. Unless otherwise indicated herein, there are no material changes to the information set forth in the Initial Schedule 13D. The Shares are listed on the New York Stock Exchange under the ticker symbol “INTT”. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

Item 2.

Identity and Background.

 

(a)       This Schedule 13D is being filed by:

 

(i)       Juniper Targeted Opportunity Fund, L.P., a Delaware limited partnership (“Juniper Fund”);

 

(ii)        Juniper HF Investors II, LLC, a Delaware limited liability company and the general partner of Juniper Fund (“Juniper HF Investors”);

 

(iii)       Juniper Investment Company, LLC, a Delaware limited liability company and the investment advisor to Juniper Fund (“Juniper Investment Company”);

 

(iv)       Alexis P. Michas, as a managing member of each of Juniper HF Investors and Juniper Investment Company; and

 

(v)       John A. Bartholdson, as a managing member of each of Juniper HF Investors and Juniper Investment Company.

 

Each of the foregoing is referred to herein as a “Reporting Person” and together as the “Reporting Persons.”

 

(b)       The address of the principal office of each of the Reporting Persons is 555 Madison Avenue, 24^th Floor, New York, New York 10022.

 

(c)       The principal business of Juniper Fund is to invest in the capital stock of various companies. The principal business of Juniper HF Investors is to serve as the general partner of Juniper Fund. Juniper Investment Company provides investment advisory and management services and acts as the investment manager of Juniper Fund. Each of Messrs. Michas and Bartholdson serves as a managing member of Juniper HF Investors and Juniper Investment Company.

 

 

(d)       During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)       During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)       Each of Messrs. Michas and Bartholdson is a United States citizen.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

The Shares held by the Juniper Fund that are the subject of this Schedule 13D were purchased with available working capital of the Reporting Persons, including funds obtained through capital contributions from investors in Juniper Fund. Such Shares were purchased in open market purchases for an aggregate purchase price of approximately $2,411,700, including brokerage commissions.

 

Item 4.

Purpose of Transaction.

 

The Shares acquired by the Reporting Persons have been acquired for the purpose of making an investment in the Issuer. Each of the Reporting Persons intends to review its investment on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (a) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (b) to dispose of all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise, or (c) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein, each of the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), each of the Reporting Persons currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer. In addition, in connection with their review of their investment, the Reporting Persons may from time to time seek to engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer regarding the Issuer.

 

Other than as set forth in this Schedule 13D, the Reporting Persons have no present plans or proposals which relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D.

 

 

Item 5.

Interest in Securities of the Issuer.

 

The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference.

 

(a)       The percentages of ownership indicated in this Schedule 13D are calculated based on 10,703,056 Shares reported as outstanding as of March 15, 2021 (the “Record Date”), as set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 as filed with the United States Securities and Exchange Commission on March 23, 2021.

 

As of the date of this Schedule 13D, the Reporting Persons collectively held an aggregate of 488,900 Shares, constituting approximately 4.6% of the Issuer’s outstanding Shares as of the Record Date. As of the date of this Schedule 13D, the beneficial ownership of the Reporting Persons is below 5% of the Issuer’s outstanding Shares as of the Record Date. This Schedule 13D represents the final amendment to the Initial Schedule 13D and constitutes an exit filing for the Reporting Persons. As of the date of this Schedule 13D, each Reporting Person may be deemed to have direct beneficial ownership of the Shares as follows:

 

(i)       Juniper Fund beneficially owned 488,900 Shares, constituting approximately 4.6% of the Issuer’s outstanding Shares as of the Record Date.

 

(ii)       Juniper HF Investors, as the general partner of Juniper Fund, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the 488,900 Shares held by Juniper Fund, constituting approximately 4.6% of the Issuer’s outstanding Shares as of the Record Date. Juniper HF Investors disclaims beneficial ownership of such Shares for all other purposes.

 

(iii)      Juniper Investment Company, as the investment advisor of Juniper Fund, may be deemed to own beneficially (as that term is defined in Rule 13-d under the Securities Exchange Act of 1934) the 488,900 Shares held by the Juniper Fund, constituting approximately 4.6% of the Issuer’s outstanding Shares as of the Record Date. Juniper Investment Company disclaims beneficial ownership of such Shares for all other purposes.

 

(iv)      Each of Messrs. Michas and Bartholdson, as a managing member of Juniper HF Investors and Juniper Investment Company, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the 488,900 Shares collectively held by Juniper Fund, Juniper HF Investors and Juniper Investment Company, constituting approximately 4.6% of the Issuer’s outstanding Shares as of the Record Date. Each of Messrs. Michas and Bartholdson disclaims beneficial ownership of such Shares for all other purposes.

 

(b)        Juniper Fund has the sole power to vote or direct its vote of 488,900 Shares and the sole power to dispose or direct the disposition of such Shares. Juniper HF Investors, Juniper Investment Company and each of Messrs. Michas and Bartholdson may be deemed to share with Juniper Fund the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares.

 

 

(c)        Set forth on Exhibit A to this Schedule 13D is a list of transactions in the Shares effected by the Reporting Persons in the past sixty days. These transactions were all effected in the open market through a broker. Except for the foregoing, no other transactions in the Shares were effected by the Reporting Persons during the sixty days prior to the date of this Schedule 13D.

 

(d)       To the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that are the subject of this Schedule 13D.

 

(e)       Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The response to Item 3 is incorporated herein by reference.

 

Except as described above or elsewhere in this Schedule 13D or incorporated by reference in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons or between any of the Reporting Persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

Item 7.

Materials to be Filed as Exhibits.

 

A Joint Filing Agreement by the Reporting Persons was previously filed as an Exhibit to the Initial Schedule 13D on November 12, 2020.

 

Exhibit A:         Schedule of Transactions

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: April 2, 2021

 

	JUNIPER TARGETED OPPORTUNITY FUND, L.P.
	By: Juniper HF Investors II, LLC, its General Partner
	By :     /s/ John A. Bartholdson
	Name: John A. Bartholdson
	Title: Managing Member
	JUNIPER HF INVESTORS II, LLC
	By :     /s/ John A. Bartholdson
	Name: John A. Bartholdson
	Title: Managing Member
	JUNIPER INVESTMENT COMPANY, LLC
	By :     /s/ John A. Bartholdson
	Name: John A. Bartholdson
	Title: Managing Member
	By :     /s/ Alexis P. Michas
	ALEXIS P. MICHAS
	By :     /s/ John A. Bartholdson
	JOHN A. BARTHOLDSON

 

 

Page 11 of 11 Pages