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UNITED STATES DISTRICT COURTNORTHERN DI-STRICT OF OHI O

LOUIS J. FREEDMAN, On Behalf of Himselfand All Others Similarly Situated,

Plaintiff,

vs.

KEITHLEY INSTRUMENTS, INC . andJOSEPH P . KEITHLEY,

Defendants

CV 7 1 5~S TION

) COMPLAINT ; FOR.VIOLATION " iOF THE SEC -C TIES LAWS '

r ~a

) DEMAND FOR JURY TRIAL

SUMMARY OF THE ACTIO N

1 . This is a. .securities fraud class--action brought on -behalf of-all persons-wh o

purchased the common stock of Keithley Instruments, Inc . ("Keithley" or the "Company")

between January IS, 200)1-and March-9, 2001-(the "Crass Period") . This -lawsuit is brought

against Keithley and its Chairman, President and Chief Executive Officer, Joseph P . Keithley ("J .

Keithley"), for violation of the federal securities laws -arising out of defendants' dissemination of

false and misleading statements concerning the Company's business condition and prospects fo r

Q2 2001, the t ree-months ending March 3 I, 2001 .

JURISDICTION AND VENUE

2. The claims asserted herein arise under §§ 10(b) and 20(a) of the Securities

Exchange Act of 1934{"-1934 Act"), -15 U . S .C. 1§75j)-and 78t(a), and-Rule iflb-5 promulgated

thereunder by the Securities and Exchange Commission ("SEC") . Jurisdiction is conferred by §2 7

of the 1934 Act, 1.5 U.-SC. §78m .

3. Venue is proper pursuant to §27 of the 1934 Act . Acts and transactions giving

rise to the violations.-of-law complained of-occurred in this District, -and defendants -rave thei r

principal offices at 28775 Aurora Road, Solon, OH 44139.

THE PARTIES

4. Plaintiff Louis J . Freedman purchased shares of Keithley common stock as detaile d

in the attached certification and was-damaged -thereby .

Defendant Keithley provides electrical measurement solutions, including advance d

hardware and software -forprocess monitoring, production -test -and basic -research, to th e

telecommunications, semiconductor, optoelectronics and other electronic component industries .

As of February $,2001, .Keithley . . had over 13 million -shares -of common stock-outstanding, which

shares were traded in an efficient market on the New York Stock Exchange ("NYSE") under the

symbol "KEI . "

6. Defendant Joseph P . Keithley was, prior to and during the Class Period, Chairman,

President and Cbief Executive-t eer of theCompany . 3. .Keithley was -the-prinripal K ey

spokesperson in press releases and signed Keithley's SEC Form 10-Q for the quarter ended

December 31, 290.0, filled .-February 14, 2001 . During-the-Class Period,- while in possession -o f

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undisclosed proprietary Keithley information, defendant J. Keithley sold more than 54,-OW-shares

of Keithley stock at artificially inflated prices for proceeds of approximately $3 .2 million .

CLASS ACTION ALLEGATIONS

7. Plaintiff brings this action pursu ant to Federal Rule of Civil Procedure 23(a) and

(b)(3) on behalf of..a class -consisting of allpersons who -purchased -shares -of-common stock of

Keithley between January 18 , 2001 and March 9, 2001, inclusive, and were damaged thereby .

Excluded from the .Ciass-'are the defendants and the officers end- directors of the Company,

members of their immediate families, their legal representatives, heirs , successors or assigns and

any entity in which-any defendant has or had-a -controllinginterest .

8. The members of the Class are so numerous that joinder of all members i s

impracticable . While the exact number ofClass -members is unknownrto plaintiff-at this time and

can only be ascertained through appropriate discovery, plaintiff believes that there are tens of

thousands of members of the'Class. -As of February 8, 2()01 , Keithley had--over 13-million-shares

outstanding, and more than 22 million shares were reported traded in an efficient market on the

NYSE during the Class Period . Record owners and other members -of the-Class inay -be identified

from records maintained by Keithley or its transfer agent and may be notified of the pendency of

this action by moll, using the form of notice -similar to that customarily used in securities -class

actions .

9. Plaintiffs claims are typical of the claims of the members of the Class as all

members of the Class are similarly-affected-by-defendants' -wrongful conduct in -violation ofthe

federal law that is complained of herein.

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10, Plaintiff will -fairly and-adequately protect-the-Class-interests and -retained counsel

competent and experienced in securities litigation.

11 . Common ..questions of law-and fact -exist-as to all members -ofthe C-lass-and

predominate over any questions affecting solely individual members of the Class . Among the

questions of law and -fact -common to-the--Class are :

(1) whether the federal securities laws were violated by defendants '

acts as alleged herein;

(2) whether the defendants participated in and pursued the common

course of conductzomnplained of-herein;

(3) whether documents, press releases and other statement s

disseminated to the investing-public-and-the-Company's -shareholders -during- th e

misrepresented and/or omitted material facts concerning the Company's business, financial

position and condition, and -future-business prospects ;

(4) whether the defendants acted with scienter in knowingly o r

recklessly omitting. and/or misrepresenting-material-facts regarding-the--Company's true financial

position and condition;

(5) whether, during the Class Period, the material misrepresentations,

omissions and failure -to correct the material -misrepresentations- complained of herein artificiall y

inflated the Company' s common stock price ; and

(6) whether the-Class has sustained damages and, -if so, the-proper

measure of damages .

4

12. Plaintiff will rely, in part, upon the -presumption -of-reliance-established by the

fraud-on-the-market doctrine in that :

(1) defendants made public misrepresentations or omitted facts during

the Class Period , as alleged -herein;

(2) the misrepresentations and/or omissions were material ;

(3) Keithley's .rommon stock was traded in-an efficient market ;

(4) the misrepresentations and/or omissions alleged induced reasonabl e

investors to misjudge -the value ofthe Company`s common stocky and

(5) plaintiff and members of the Class acquired their shares during th e

time Defendants made the misrepresentations -and/or omissions .

13 . Based upon the foregoing, plaintiff and the other members of the Class are entitled

to a presumptions f•reliance-upon the integrity ofthe-marketfor, at least, the purposes of class

certification, as well as for ultimate proof of the claims on their merit . Similarly, plaintiff and the

members of the Class-are entitled to a presumption -of-reliance with respect to the omissions

alleged herein .

14. A class action is superior to all other available methods for the fair and efficien t

adjudication of this controversy-since joinder of all members is -impracticable . Furthermore,-as the

damages suffered by individual Class members may be relatively small, the expense and burden of

individual litigation- rake it impossible-for members of the-Class -to individually redress th e

wrongs done to them .

SUBSTANTIVE ALLEGATIONS

15. Commencing at least as early as January 2001, defendants knew that the marke t

for Keithley's products was beginning to feel the impact of the slowing -ofthe economy in tha t

Keithley' s customers were reducing new equipment orders, pushing out scheduled delive ries and ,

with respect to semiconductor customers, cancelling orders and that, -as--a result, Keithley's sale s

and earnings for Q2 2001, the three months ending March 31, 2001, would be adversely affected .

As the quarter progressed , this-adverse-situation intensified .

16 . On January 18, 2001, defendants reported "record" results for the fiscal 2001 first

quarter ended Depember 31, 2000-("Q 1 2,001 "),touting the fact that the-Qi 2-01 was Keithley' s

eighth consecutive quarter of record pretax earnings . Net income rose to $0 .42 per share up 83 %

from the prior years -quarter's $023 per share . Net -quarterly sales of $443 million vrere-up 50%

from the prior year's quarter and were a record high for the sixth consecutive quarter .

Defendants specifically stressed the-fact that orders -were -a "record high ," . reaching $44:8 million

and that orders from telecommunications customers "remained strong with growth of

approximately 6Q'%%," and that-orders from semiconductor customers "were the second highes t

and increased approximately 25% over the prior year ." Defendant J . Keithley stated that :

"Orders, sales and earnings all continued to grow. to record levels .We continue to gain-market share because of-our -wealth ofapplications knowledge and technology leadership, and believe ourkey industries offer very good long-term potential for Keithley. Wealso continue to be pleased with .customer .acceptance of our. newsemiconductor characterization systeenrintroducedlastsunmer ..New products will remain a critical element in our success . "

Defendants then touted the success of-the then -current-Q2 2001, the three months ending March

31, 2001, stating :

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Quarter to quarter results will always be order dependent, but ourrecord backlog along g-with current-business- activities- lead us tobelieve that sales pretax earnings for the second quarter will exceedthose of the first quarter .

The company is estimating sales growth for fiscal 2001 in excess of25 percent over_ fiscal year 2000 sates of $151- million-based oncontinued growth in the optoelectronics, semiconductor andtelecommunications industries .

These statements . were false-andmisleading when- made because defendants knew that Keithle y

was suffering from reduced new equipment orders, delays in scheduled deliveries and, wit h

respect to semiconductor customers, -canceled -orders; all of which would dead to reduced-Q 2

2001 sales and earnings . It was also materially misleading for defendants to state that Keithley' s

backlog was sufficiently-large to overcome any softness in the economy and would lead t o

increased sales and earnings for Q2 2001 . Defendants knew but did not disclose that the backlog

was not a true measure of sales revenue-because -the backlog- was -subject to -cancellation o r

delayed shipment at the "buyer' s" discretion . Therefore, "current business activities" were

suffering from reduced ; delayed and canceled orders, which were material- enough to counter th e

purported positive impact of "record backlog." Further, the purported record backlog was no t

sufficient for Q2 earnings to exceed Q1 earnings in-view ofthe reduced, -delayed and canceled

orders .

17. By the close of the market on January 18, 2001, Keithley's common stock price

had risen to $59 .5.13, -froma closing of $52 .25 on-January-17, 2001, on a 57% increase-in volume .

18. The Company was aware of every revenue generating sale during the quarter and ,

thus, maintained -current knowledge of its revenue performance- continuously- throughout the

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quarter. Defendants thus-had material-undisclosed information -concerning the Company's actua l

(and disappointing) revenues, yet, rather than abstain from trading or disclose the Company's

declining revenueresults, .defendants- issued -a series of-glowingpressreleases while

simultaneously selling millions of dollars in Keithley's shares to unwitting Keithley's investors .

19. Unbeknownst to the public, at the time of the January -18, 200.1-press release,

defendant J. Keithley was preparing to sell some of his holdings as he saw that Keithley's sales fo r

Q2 2001 were derllining-below the revenue levels he stated in the-January 1-8, 2001 -press release .

Defendant J. Keithley sold 41,500 of Keithley's shares on January 22, 2001 at $59 .03 per share

and 13,030 (Class.B-conv.)-shares on January 30, 2001-at $6731 per share, receiving total

proceeds of approximately $3 .2 million . In addition, other Keithley officers and directors sol d

their Keithley shares at the same-time as -defendant J . Keithley sold, -as -follows :

NAME TITLE SHARES/DATES TOTALSOLD PROCEEDS

Mark J . Plush VP/CFO 12,000 - 1/22/01 $1,076,63 06,000 - 1/31/01

David H. Patricy VP/General Manager 1,350 - 1/23/01 $1,010,27 2- Test & 4,900 - 1/24/01Measurement 10,000 - 1/31/0 1

Philip R. Etsler VP - Human 19 ,000 - 1/23/01 $1,535,572Resources 8,000 - 1/26/01

Gabriel A. Rosica SVP -/General 12,500 - 1/22/01 $ 703,500Manager:Semiconductor

Arden L. Bement Jr. Director 5,400 - 1/18/01 $ 590,5504,400 - 1/22/01

James B. Griswold Director 13,000 - 1/23/01 $ 787,911

20. On February 13, 2001 defendants -issued a press release -entitled "Keithley

Instruments Reaffirms Guidance for Second Quarter and Fiscal 2001," stating :

Keithley Instruments, Inc . is real iming the guidance given in itsJanuary 18, 200X Tease as follows :

Quarter to quarter results will always be order dependent, but ourrecord backlog along with current business activities lead us tobelieve that sales and pretax earnings for the second quarter willexceed those of the (first quarter .

The company is estimating sales growth for fiscal 2001 in excess of25 percent over fiscal year 2000 sales of $151 million based oncontinued growth in its businesses serving the optoelectronics,semiconductor . and telecommunications industries . "

With respect to the state of the economy, defendant J . Keithley stated:

"We believe we are still on track for the second quarter and thefiscal year, but ambeginning to see some softening in order rates,particularly in our semiconductor business. Based upon the currentU. S . economy, we are seeing some of our customers become morecautious. However, we are encouraged by potential orders in thepipeline, and by ew.product introductions planned over the nextseveral quarters . We continue to see very good opportunitiesespecially for our optoelectronics business . "

These statements were false and misleading when made because defendants-knew that K-eithle y

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 -Q 2

2001 sales and earnings . It was also materially misleading for defendants to state that Keithley' s

backlog was sufficiently large to overcome any-softness in-the economy-and would lead t o

increased sales and earnings for Q2 2001 . Defendants knew but did not disclose that the backlo g

was not a true measure of sales-revenue because the-backlog was subject-to cancellation-o r

delayed shipment at the "buyer's" discretion. Therefore, "current business activities" were

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suffering from reduced, delayed and canceled orders, which were material enough to counter th e

purported positive impact of "record backlog ." Further, purported record backlog was not

sufficient for Q2 earnings to -exceed -Q1 earnings in view of the reduced, delayed and cancele d

orders .

21 . On February 14, 2001, defendants filed Keithley 's SEC Form 10-Q for Q2 2001,

the quarter ended-December 31, 2001, signed by defendant J . Keithley and Keithley's Vice

President and Chief Financial Officer Mark J . Plush, who himself had sold 18,000 shares of

Keithley stock on January 22-and 31, 2001 . In the Form 1,0-,Q defendants repeated their

statements about the current quarter that they had made on January 18 and February 13, 2001 ,

reiterating that :

Quarter to quarter results will always be order dependent, but ourrecord backlog along with current business activities lead us tobelieve that sales and pretax earnings for the second quarter willexceed those of the first quarter.

The company is estimating sales growth for fiscal 2001 in excess of25 percent over fiscal year 2000 sales of $151,561 based oncontinued growth in the optoelectronics, semiconductor andtelecommunications industries .

** *

As of the date of this filing, the company has begun to see somesoftening in ordexxates, particularly in its semiconductor business .Based on the current U . S . economy, some of its customers arebecoming more cautious with their capital expansion plans .However, management is encouraged by potential orders in thepipeline, and by wew-product introductions-planned-over-the nextseveral quarters, and continues to see very good opportunitiesespecially for its optoelectronics business .

10

These statements were false and misleading when made because defendants-knew that Keithley

was suffering from reduced new equipment orders, delays in scheduled deliveries and, wit h

respect to semiconductor customers, canceled orders, all of which would lead to reduced Q2

2001 sales and earnings . It was also materially misleading for defendants to state that Keithley's

backlog was sufficiently large to overcome any softness in the economy and would lead t o

increased sales and earnings for Q2 2001 . Defendants knew but did not disclose that the backlog

was not a true measure of sales revenue-because the backing was subject to cancellation o r

delayed shipment at the "buyer's" discretion. Therefore, "current business activities" were

suffering from reduced, delayed and canceled orders, which were material enough to counter th e

purported positive impact of "record backlog." Further, purported record backlog was not

sufficient for Q2 earnings to exceed -Q I earnings in view of the reduced, delayed and canceled

orders .

22. Suddenly, on March 12, 2001, before the market opened, defendants issued a

press release disclosing that-Q2 2001 sales and earnings would be down, with earnings-in the

range of only $40-43 million, below the sales levels of Q1 2001 . Defendants attributed these

reduced results to -altered capital expenditures by Keithley's customers, including reduced new

equipment orders, pushed out scheduled deliveries, and order cancellations by semiconducto r

customers. J. Keithley also admitted that orders would be approximately 25% lowerthan th e

orders entered in Q1 2001 and that sales growth in fiscal year 2001 would be only between 5 %

and 10% .

23 . Following the announcement, the Company's stock plummeted from a closin g

price of $20 .76 on Friday, March 9, 2001 to a closing price of $14 :95 on Monday, March 12 ,

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2001 on reported .volume of approximately 2 .2 million shares . In addition, securities analysts cut

their ratings on Keithley stock.

SCIENTER AND SCHEME ALLEGATION S

24. At the time the defendants made the misrepresentations alleged - above in paragraph

16, 19 and 20, they were aware that their statements were materially false and misleading when

made. Defendants know and are charged with knowledge-concerning the core business of

Keithley and, specifically, Keithley's orders and deliveries, the very subjects discussed by

defendants in Keithley' s press releases and SEC Form 10=Q issued during the Class Period .

25. In addition to having knowledge of adverse facts that rendered the publi c

statements false and misleading, defendant J . Keithley had the motive and the opportunity t o

perpetrate the fraudulent scheme and course of business described herein in order to sell his ow n

Keithley shares at artificially inflated prices, as alleged above .

NO SAFE HARBOR

26. The statutory safe harbor provided for forward-looking statements under certain

circumstances does not apply to any of the allegedly false statements pleaded in this Complaint,

because the specific statements pleaded herein were neither forward-looking when made ,

identified as "forward-looking statements" when made, nor accompanied by meaningful

cautionary statements identifying important factors that -could cause actual results to diffe r

materially from those in the specific statements . To the extent that the statutory safe harbor

applies to any of the statements pleaded herein , -defendants are liable for those false forward-

looking statements because at the time each of those forward-looking statements was made, the

speaker knew that the particular forward-looking statement was false, and/or the forward-looking

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statement was made by or with the approval of an executive officer of Keithley who knew that th e

statement was material and false or misleading at the time it was made .

COUNT I

[Violations of Section 10(b) of the 1934 Act and Rule 10b- 5Promulgated Thereunder]

27. Plaintiff repeats and realleges the allegations set forth above as though fiiiiy set

forth herein .

28. This Count is brought by plaintiff pursuant to § 10(b) of the 1934 Act and Rule

IOb-5 promulgated thereunder by the SEC .

29. The defendants : (a) employed devices, schemes, and artifices to defraud; (b) made

untrue statements of material fact and/or omitted to state material facts necessary in order to

make the statements made not misleading ; and (c) engaged in acts, practices, and a course of

business which operated as a fraud and deceit upon the purchasers of Keithley shares in an effort

to maintain artificially high market prices for Keithley's shares in violation of § 10(b) of the 1934

Act and Rule lOb-5 . Defendants are sued as primary participants in the wrongful and illegal

conduct charged herein .

30. In addition to the duties of full disclosure imposed on defendants, as a result o f

their affirmative statements and reports, defendants had a duty to promptly disseminate truthful

information that would be material to investors in compliance with the integrated disclosur e

provisions of the SEC as embodied in SEC Regulations S-X (17 C .F .R. §§210.01, et seq.) and S-

K (17 C.F.R. §§229.10, et seq.) and other SEC regulations, including accurate and truthfu l

information with respect to Keithley's shares, -operations, financial condition and earnings so tha t

13

the market price of Keithley's shares would be based on truthful, complete and accurat e

information .

31 . Defendants, individually and in concert, directly and indirectly, by using the means

and instrumentalities of interstate commerce and/or of the mail, engaged and participated in a

continuous course of conduct to conceal adverse material information about the business,

operations and prospects of Keithiey as specified herein . The defendants employed devices ,

schemes and artifices to defraud, while in possession of material adverse non-public information

and engaged in acts, practices, and a course of conduct as alleged herein in an effort to assur e

investors of Keithley's value and performance and continued substantial growth, which included

the making of, or the participation in the making of, untrue statements of material facts and

omitting to state material facts necessary in order to make the statements made about Keithley

and its business operations and prospects, in the light of the circumstances under which they were

made, not misleading, as set forth more particularly herein, and engaged in transactions, practice s

and a course of business which operated as a fraud and deceit upon the purchasers of Keithle y

stock during the Class Period .

32. The defendants had actual knowledge of the misrepresentations and omissions of

material facts set forth herein in paragraphs 16, 20 and 21 or were reckless in making th e

statements they made in light of the information known by or available to them.

33 . As a result of the dissemination of the mate rially false and misleading information

and failure to disclose material facts by all defendants, as set forth above in paragraphs 16, 20 an d

21, the market prices of Keithley shares were artificially inflated during the Class Period . In

ignorance of the fact that market prices of Keithley shares were artificially inflated, and relying

14

directly or indirectly on the false -and misleading statements made by defendants, or -upon the

integrity of the market in which the shares trade, and the truth of any representations made to

appropriate agencies and to the investing public, at the times at which any statements were made ,

and/or on the absence of material adverse information that was known by defendants but no t

disclosed or recklessly disregarded in public statements by -defendants -luring the Class Period ,

plaintiff and the other members of the Class purchased Keithley stock during the Class Period a t

artificially high prices and were damaged thereby .

34. At the time of said misrepresentations and omissions, plaintiff and other member s

of the Class were ignorant of their falsity and believed them to be true . Had plaintiff and the other

members of the Class and the marketplace known of the true financial condition and busines s

prospects of Keithley, which were not disclosed by defendants, plaintiff and other members of th e

Class would not have purchased Keithley stock during the Class Period, or, if they had purchased

such stock during . the Class Period, they would not have done so at the artificially inflated price s

which they paid.

35. By virtue of the foregoing, defendants have violated § 10(b) of the 1934 Act and

Rule lOb-5 promulgated thereunder .

36. As a direct and proximate result of the wrongful conduct of the defend ants,

plaintiff and the other members of the Class suffered damages in connection with their purchases

of Keithley stock during the Class Period .

15

COUNT II

[Violation of Section 20(a) of the1934 Act Against Defendant Joseph P. Keithley]

37. Plaintiff repeats and realleges the allegations set forth above as if set forth fully

herein .

38. Defendant J . Keithley acted as a controlling person of Keithley within the meanin g

of §20(a) of the 1934 Act. By virtue of his high-level positions at Keithley , substantial stock

holdings, participation in and/or awareness of Keithley's operations and/or intimate knowledge o f

its internal financial condition, business practices, products and the actual progress of marketin g

efforts, and statements personally made by him on behalf of Keithley, defendant J . Keithley had

the power to influence and control and did influence and control, directly or indirectly, th e

decision-making of Keithley, including the content and dissemination of the various statement s

which plaintiff contends are false and misleading . Defendant I. Keithley was provided with or

had unlimited access to copies of Keithley's internal reports, press releases, public filings and other

statements alleged by plaintiff to be misleading prior to and/or shortly after these statements wer e

issued and had the ability to prevent the issuance of the statements or cause the statements to be

corrected .

39. In particular, defendant J. Keithley had direct involvement in or intimat e

knowledge of the day-to-day operations of Keithley and therefore is presumed to have had the

power to control or influence the particular transactions giving rise to the securities violations as

alleged herein, and exercised the same .

16

40. As. set forth above, Keithley violated § 1 ) of the 1934 Act and Rule lOb-5 b y

acts and omissions as alleged in this Complaint . By virtue of his position as a controlling person of

Keithley, defendant I . Keithley is liable pursuant to §20(a) of the 1934 Act .

41 . As a direct and proximate result of the wrongful conduct of defendant J. Keithley,

plaintiff and other members of the Class suffered damages in connection with their purchases of

Keithley shares during the Class Period .

PRAYER

WHEREFORE, plaintiff, on behalf of himself and the Class, prays for judgment as

follows :

A. Declaring this action to be a class action properly maintained pursuant to Rule 2 3

of the Federal Rules of Civil Procedure ;

B. Awarding plaintiff and other members of the Class damages together with interes t

thereon;

C. Awarding plaintiff and other members of the Class costs and expenses of thi s

litigation, including reasonable attorneys' fees, accountants' fees and experts' fees and other cost s

and disbursements ; and

D. Awarding plaintiff and other members of the Class such other and further relief a s

may be just and proper under the circumstances .

17

JURY DEMAND

Plaintiff demands a trial by jury .

DATED: 12b , 2001

Respectfully submitted,

WEI SMAN, GOLDBERG .& WEISMANCO:, L ,

R.c Kennedy (#906174)Daniel P. Goetz (#0 9)

101 Prospect Avenue, West1600 Midland BuildingCleveland, Ohio 44115Telephone : 216-781-1111216-781-6747 (fax)

SAVETT FRUTKTN PODELL& RYAN, P .C .

Robert P. FrutkinBarbara A. Podell325 Chestnut Street, Suite 700Philadelphia, PA 19106Telephone: 215-923-5400215-923-9353 (fax)

LAW OFFICE OF JAMES M . ORMANJames M. Orman1845 Walnut Street, 146` FloorPhiladelphia, PA 191 ,0 3Telephone : 215/523-78002151523-9290 (fax)

LEVTN FISHBEIN SEDRAN & BERMANArnold Levin510 Walnut Street, Suite 500Philadelphia, PA 19106Telephone : 215/$92-1500

Attorneys for Plaintiff

18

1( IT1LEY INSTRUMENTS, TC.CERTIFICATION OF P .AINTIF'F

N o - G o 3

Louis J . Freedn an, TTBE FBO Louis J. Freedtrian WA ID 03/08/9$, declares, a

to the claims asserted under the teal Scctuities4awg, that :

1. I have reviewed the Complaint and authorized fts filitiS .

2 . 1 did not purchasa the security that is the jest of this a tiian at thediroction of counsel or in orticr to participate in this private action .

3 . 1 am w111in to serve as a representative patty on'behal£of the class,including providing testimony at deposition and trial, i£necessaw ,

4, My `reactions in the common stock of ICefthlcy Instruments Inc, duringthe Cass Pcriod are as follows :

S.)u grow P rchused Data Priga

300 2122/01 $26.70

5. I have neither sought to eerie nor served as a representative pasty for itclass in any action filed under the federal securities 1aws'durtng the three .yoar period precedingthe date of this Certification ,

6. I will not accept any payment for saving as a representative party on

behalf of the ctis beyond the my pro, rata share of any recovery, except such reasonable costsaid expenses (including lost wages) directly relating to the represontation of the class as orderedor approved by the Cowt

I declare under penalty of perjury that the foregoing is true end correct .

Executed this day of March, 2001, at Iy&~ ~A 1 . _ 1 ~~citylsets

LOWS 5. .FREEDMAN

har .23 . 2001 12 :116PM SAVETT FRUTKIN POQELL & RYAN No-4400 P . 4

KETTHLEY - INSIDER SELLING

NAME 2001 2000 7/99 -12199

D. Patricy 16,250 54,030

M. Plush 18,000 56,62 8

P. Etsler 27,000 43,452 1,646

J. Griswold 13,000 35,075

A . Bement 9,800 28,000

G. Resica 12,500 83,01 4

Keithley 54,530* 2,523,033' 15,500

*Includes traded shares held indirectly (i .e . trust, spouse) .

F .NMISG1keithiey-i nsider-cht.wpd