**UNITED STATESSECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549**

**FORM
10-Q/AAmendment No.2**

**(Mark One)**

**[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE       ACT OF 1934**

**For the quarterly period ended December 24,
2000**

**[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE     SECURITIES EXCHANGE ACT OF
1934**

******For the transition period from
______________ to ______________**

**Commission file number: 0-19717**

******NEXIQ TECHNOLOGIES,
INC.(formerly WPI GROUP, INC.)(Exact name of Registrant as Specified in its
Charter)**

|**NEW
      HAMPSHIRE(State or other jurisdiction of incorporation or
      organization)** | **02-0218767(I.R.S. Employer Identification
      Number)**
|------------------------------------------------------------------------------------------- | -----------------------------------------------------------

**Registrant's telephone number, including area code:      (603)627-3500**

---

**(Former name, former address, and former
fiscal year, if changed since last report)**

**Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the past preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.**

**Yes X   No___**

**Applicable only to issuers involved in bankruptcy
proceedings during the preceding five years:**

**Indicate by check mark whether the registrant has filed
all documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.**

**Yes___    No___**

**Applicable only to corporate
issuers:**

**Indicate the number of shares outstanding of each of
the issuer's classes of common stock, as of the latest practicable
date:**

|******Class**                    | **Outstanding as of January 22,
      2001**
|-------------------------------- | --------------------------------------------
|**Common Stock, par value $.01** | **7,893,958 shares**                        



---



**NEXIQ TECHNOLOGIES,
INC.**

**INDEX**

|********                                                                                         | **Page No.**
|------------------------------------------------------------------------------------------------ | ------------
|********                                                                                         | ****        
|******PART I - FINANCIAL INFORMATION**                                                           |             
|*Item 1.   Consolidated Financial Statements*                                                    |             
|********                                                                                         | ****        
|*Consolidated Balance Sheets*                                                                    | *3*         
|*-
      December 24, 2000 and September 24, 2000*                                               |             
|********                                                                                         | ****        
|*Consolidated Statements of Operations*                                                          | *4*         
|*-
      Three months ended December 24, 2000 and December 26, 1999*                             |             
|********                                                                                         | ****        
|*Consolidated Statements of Cash Flows*                                                          | *5*         
|*-
      Three months ended December 24, 2000 and December 26, 1999*                             |             
|********                                                                                         | ****        
|*Notes to Consolidated Financial Statements*                                                     | *6*         
|                                                                                                 |             
|*Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations* | *8*         
|                                                                                                 |             
|******PART II - OTHER INFORMATION**                                                              |             
|                                                                                                 |             
|*Item 6.   Exhibits and Reports on Form 8-K*                                                     | *10*        
|                                                                                                 |             
|**SIGNATURES**                                                                                   | *11*        

*-2-*

---

**NEXIQ TECHNOLOGIES, INC.CONSOLIDATED BALANCE
SHEETS**

|                                                                                      |                                                                                                                                        | September
      24,2000     |            | December 24,
      2000(unaudited) |            
|------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ---------- | ---------------------------------- | -----------
|ASSETS                                                                                |                                                                                                                                       
|**Current
      assets**                                                              |                                                                                                                                        |                             |            |                                    |            
|                                                                                      | Cash and cash equivalents                                                                                                              |                             | $          | 102,156                            |            
|                                                                                      | Accounts receivable - net of
      allowance for doubtful accounts of $300,000 at September 24, 2000 and December 24, 2000             |                             |            | 1,206,472                          |            
|                                                                                      | Inventories                                                                                                                            |                             |            | 441,151                            |            
|                                                                                      | Prepaid expenses and other current
      assets                                                                                        |                             |            | 258,780                            |            
|                                                                                      | Refundable income taxes                                                                                                                |                             |            | 105,551                            |            
|                                                                                      | Prepaid income taxes                                                                                                                   |                             |            | 97,425                             |            
|                                                                                      | Net assets of discontinued
      operations                                                                                            |                             |            | 6,391,000                          |            
|                                                                                      |                                                                                                                                        |                             |            |                                    |            
|                                                                                      |                                                                                                                                        | Total current assets        |            |                                    | 8,602,535  
|                                                                                      |                                                                                                                                        |                             |            |                                    |            
|**Property, Plant and
      Equipment** at cost,   less accumulated
      deprecation |                                                                                                                                        |                             | 889,991    |                                    |            
|                                                                                      |                                                                                                                                        |                             |            |                                    |            
|**Other
    assets**                                                                  |                                                                                                                                        |                             | 3,565,037  |                                    |            
|                                                                                      |                                                                                                                                        |                             |            |                                    |            
|                                                                                      |                                                                                                                                        | $                           | 13,057,363 |                                    | $          
|                                                                                      |                                                                                                                                        |                             |            |                                    |            
|LIABILITIES AND
      STOCKHOLDERS' EQUITY                                            |                                                                                                                                       
|**Current
      Liabilities**                                                         |                                                                                                                                        |                             |            |                                    |            
|                                                                                      | Notes payable                                                                                                                          |                             | $          | 18,276,246                         |            
|                                                                                      | Accounts payable                                                                                                                       |                             |            | 1,391,700                          |            
|                                                                                      | Accrued expenses                                                                                                                       |                             |            | 2,788,878                          |            
|                                                                                      |                                                                                                                                        |                             |            |                                    |            
|                                                                                      |                                                                                                                                        | Total current liabilities   |            |                                    | 22,456,824 
|                                                                                      |                                                                                                                                        |                             |            |                                    |            
|                                                                                      |                                                                                                                                        |                             |            |                                   
|**Convertible Notes
      Payable**                                                   |                                                                                                                                        |                             | 10,978,369 |                                    |            
|                                                                                      |                                                                                                                                        |                             |            |                                    |            
|**Other Long-Term
      Liability**                                                   |                                                                                                                                        |                             | 944,238    |                                    |            
|                                                                                      |                                                                                                                                        |                             |            |                                    |            
|**Deferred Income
      Taxes**                                                       |                                                                                                                                        |                             | 144,537    |                                    |            
|                                                                                      |                                                                                                                                        |                             |            |                                   
|                                                                                      |                                                                                                                                        |                             |            |                                    |            
|**Stockholders' Deficit:**                                                            |                                                                                                                                        |                             |            |                                    |            
|                                                                                      | Common stock, $0.01 par value;
      authorized 75,000,000Shares; issued and outstanding 7,891,963 and
        7,893,538, respectively |                             |            | 78,920                             |            
|                                                                                      | Additional paid-in
capital                                                                                                             |                             |            | 18,191,200                         |            
|                                                                                      | Accumulated deficit                                                                                                                    |                             |            | (39,736,525                        | )          
|                                                                                      |                                                                                                                                        |                             |            |                                    |            
|                                                                                      |                                                                                                                                        | Total stockholders' deficit |            |                                    | (21,466,405
|                                                                                      |                                                                                                                                        |                             |            |                                    |            
|                                                                                      |                                                                                                                                        | $                           | 13,057,563 |                                    | $          
|                                                                                      |                                                                                                                                        |                             |            |                                    |            

*See notes to consolidated financial statements*

*-3-*

---

**NEXIQ TECHNOLOGIES,
INC.CONSOLIDATED STATEMENTS OF
OPERATIONS(unaudited)******

|                                                                |                                 | Three Months
      Ended            |                    
|--------------------------------------------------------------- | ------------------------------- | ----------------------------------- | -------------------
|
|Continuing Operations:                                          |                                 |                                     |                    
|                                                                | Net Sales                       |                                     | $                  
|                                                                |                                 |                                     |                    
|                                                                | Cost Of Goods Sold              |                                     |                    
|                                                                |                                 |                                     |                    
|                                                                | Gross Profit                    |                                     |                    
|                                                                |                                 |                                     |                    
|                                                                |                                 | Operating Expenses:                 |                    
|                                                                |                                 | Research and development            |                    
|                                                                |                                 | Selling, general and administration |                    
|                                                                |                                 | Restructuring costs                 |                    
|                                                                |                                 |                                     |                    
|                                                                |                                 | Total Operating Expenses            |                    
|                                                                |                                 |                                     |                    
|                                                                | Operating Loss                  |                                     |                    
|                                                                |                                 |                                     |                    
|                                                                | Other Income (Expense):         |                                     |                    
|                                                                |                                 |                                     | Interest expense   
|                                                                |                                 |                                     | Forbearance expense
|                                                                |                                 |                                     | Other, net         
|                                                                |                                 |                                     |                    
|                                                                | Loss Before Income Taxes        |                                     |                    
|                                                                | Income Tax Expense (Benefit)    |                                     |                    
|                                                                |                                 |                                     |                    
|                                                                | Loss from Continuing Operations |                                     |                    
|                                                                |                                 |                                     |                    
|Discontinued Operations:                                        |                                 |                                     |                    
|Loss from disposal of discontinued operations                   |                                 |                                     |                   
|                                                                |                                 |                                     |                    
|Loss Before Cumulative Effect of Change in Accounting Principle |                                 |                                     | (2,951,761         
|                                                                |                                 |                                     |                    
|Cumulative Effect of Change in Accounting Principle             |                                 |                                     |                   
|                                                                |                                 |                                     |                    
|Net Loss                                                        |                                 | $                                   | (2,951,761         
|                                                                |                                 |                                     |                    
|Earnings (Loss) Per Share:                                      |                                 |                                     |                    
|Continuing operations                                           |                                 | $                                   | (0.49              
|Discontinued operations                                         |                                 |                                     |                   
|Effect of accounting change                                     |                                 |                                     |                   
|                                                                |                                 |                                     |                    
|Net loss                                                        |                                 | $                                   | (0.49              
|                                                                |                                 |                                     |                    
|Weighted Average Common Shares                                  |                                 |                                     | 6,050,608          
|Effect of Dilutive Options                                      |                                 |                                     |                   
|                                                                |                                 |                                     |                    
|Adjusted Weighted Average Common Shares                         |                                 |                                     | 6,050,608          
|                                                                |                                 |                                     |                    

*See notes to consolidated financial
statements*

*-4-*

---

NEXIQ TECHNOLOGIES, INC.,CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited)

|                                                               |                                                                                               | Three Months
      Ended                                  |                                                
|-------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------- | -----------------------------------------------
|
|**Cash Flows From
      Operating Activities:**                |                                                                                               |                                                           |                                                
|                                                               | Net loss                                                                                      |                                                           | $                                              
|                                                               |                                                                                               |                                                           |                                                
|                                                               | Adjustments to reconcile
      net loss to net cash   used in operating
    activities:       |                                                           |                                                
|                                                               |                                                                                               | Depreciation and
      amortization                       |                                                
|                                                               |                                                                                               | Cumulative effect of
      change in accounting principle |                                                
|                                                               |                                                                                               | Other                                                     |                                                
|                                                               | Changes in current
      assets and liabilities net of effects  of businesses
      divested: |                                                           |                                                
|                                                               |                                                                                               |                                                           | Accounts receivable                            
|                                                               |                                                                                               |                                                           | Accounts receivable -
    other                
|                                                               |                                                                                               |                                                           | Inventories                                    
|                                                               |                                                                                               |                                                           | Prepaid expenses and other current
      assets
|                                                               |                                                                                               |                                                           | Accounts payable                               
|                                                               |                                                                                               |                                                           | Accrued expenses                               
|                                                               |                                                                                               |                                                           | Accrued income taxes                           
|                                                               |                                                                                               |                                                           |                                                
|                                                               |                                                                                               |                                                           | Total
      adjustments                        
|                                                               |                                                                                               |                                                           |                                                
|Net cash provided by (used in) operating activities            |                                                                                               |                                                           | 2,594,203                                      
|                                                               |                                                                                               |                                                           |                                                
|**Cash Flows From
      Investing Activities:**                |                                                                                               |                                                           |                                                
|                                                               | Proceeds from sale of
      businesses                                                        |                                                           |                                                
|                                                               | Additions to property,
      plant and equipment                                              |                                                           |                                                
|                                                               | Payments of accrued
      acquisition costs                                                   |                                                           |                                                
|                                                               |                                                                                               |                                                           |                                                
|                                                               | Net cash provided by
      investing activities                                               |                                                           |                                                
|                                                               |                                                                                               |                                                           |                                                
|**Cash Flows From
      Financing Activities:**                |                                                                                               |                                                           |                                                
|                                                               | Payments of
    notes payable                                                                 |                                                           |                                                
|                                                               | Proceeds from debt, net
      of debt issuance costs                                          |                                                           |                                                
|Proceeds from sale of warrants to purchase
      common stock  |                                                                                               |                                                           |                                               
|Proceeds from issuance of common
      stock                   |                                                                                               |                                                           | 3,3044                                         
|                                                               |                                                                                               |                                                           |                                                
|Net cash used in
      financing activities                    |                                                                                               |                                                           | (9,839,633                                     
|                                                               |                                                                                               |                                                           |                                                
|**Effect of Foreign Currency Translation on Cash**             |                                                                                               |                                                           | 31,102                                         
|                                                               |                                                                                               |                                                           |                                                
|**Net Increase
      (Decrease) in Cash and Cash Equivalents** |                                                                                               |                                                           | (408,631                                       
|                                                               |                                                                                               |                                                           |                                                
|**Cash and Cash
      Equivalents, Beginning of Period**       |                                                                                               |                                                           | 550,320                                        
|                                                               |                                                                                               |                                                           |                                                
|**Cash and Cash
      Equivalents, End of Period**             |                                                                                               | $                                                         | 141,689                                        
|                                                               |                                                                                               |                                                           |                                                
|**Supplemental
      Disclosure of Cash Information:**         |                                                                                               |                                                           |                                                
|Income taxes paid (refunded)                                   |                                                                                               | $                                                         |                                               
|Interest paid                                                  |                                                                                               |                                                           | 2,910,879                                      

*See notes to consolidated financial
statements*

*-5-*

---

**NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS**

**1. Basis of Presentation**

*The financial statements for the three months ended
December 24, 2000 and December 26, 1999 are unaudited and include all
adjustments which, in the opinion of management, are necessary to present fairly
the results of operations for the periods then ended. All such adjustments are
of a normal recurring nature. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Form 10-K filed with the Securities and Exchange Commission (File No.
0-19717), which included financial statements for the years ended September 24,
2000 and September 26, 1999.*

*Certain prior year amounts have been reclassified to
conform with current year presentation.*

*The results of the Company's operations for any interim
period are not necessarily indicative of the results of the Company's operations
for any other interim period or for a full fiscal year.*

**2. Inventories**

|                          |                   | *September
      24,2000* |     | *December
      24,2000* | 
|------------------------- | ----------------- | ------------------------- | --- | ------------------------ | 
|*Inventories consist of:* |                  
|                          | *Raw Materials*   |                           | *$* | *281,199*                | 
|                          | *Work in Process* |                           |     | *40,422*                 | 
|                          | *Finished Goods*  |                           |     | *119,530*                | 
|                          |                   |                           |     |                          | 
|                          | *Total*           |                           | *$* | *441,151*                | 
|                          |                   |                           |     |                          | 

**3. Discontinued Operations**

*In November 2000, the Company completed the sale of WPI
Instruments, Inc. and WPI Magnetec, Inc. to an investor group led by WPI
Instruments management for approximately $6.1 million in cash and a $1.0 million
promissory note, subject to final purchase price adjustments. The proceeds from
the sale were applied to the outstanding bank debt and permanently reduce the
outstanding bank loans by $5.0 million.*

**4. Long-Term Debt**

*In November 2000, the Company completed the Term B
Financing under the Convertible Note Agreement. Under the terms of the Term B
Financing, the Company received $5.0 million in cash in exchange for the
following securities: warrants to purchase 571,000 shares of common stock at
$1.75 per share and Term B Convertible Notes with a principal value of $5.0
million. The Term B Convertible Notes mature on July 31, 2003, bear interest at
an annual rate of 10.75% payable in cash or in additional notes at the option of
the Company. The Term B Convertible Notes are convertible at the option of the
holder or the Company, under certain conditions at $1.75 per
share.*

*In January 2000, the Company received $5.0 million in cash
upon completing the Term C Financing under the Convertible Note Agreement. The
securities issued and the terms thereof are identical to the Term B Convertible
Notes discussed above.*

*-6-*

---



**5. Restatement**

*Subsequent to the Company's filing on Form 10-Q for the
first quarter ended December 24, 2000, the Company concluded it was necessary to
reflect the impact of Emerging Issues Task Force (EITF) 00-27 "Application of
Issue 98-5 to Certain Convertible Instruments" as a cumulative change in
accounting principle as of the beginning of the quarter ended December 24, 2000.
As a result, the Company has concluded that it was necessary to revise its
previously disclosed unaudited results of operations for the three months ended
December 24, 2000.*

*In accordance with EITF 00-27, the Company has allocated
$2.5 million of the proceeds from the Term A Financing to the beneficial
conversion feature resulting in a discount on the Term A Convertible Note. The
beneficial conversion feature has been recorded in additional paid in capital.
The resulting discount on the Term A Convertible Note has been fully amortized,
since the debt is immediately convertible at the option of the holder.
Consequently, the cumulative effect of a change in accounting principle has been
reflected in the statement of operations as of the beginning of the quarter
ended December 24, 2000.*

*A summary of the impact of the restatement on the
consolidated financial statements for the unaudited three month period ended
December 24, 2000, is as follows:*

| |                                                       | As previously
      reported |   | As restated |  
| | ----------------------------------------------------- | ---------------------------- | - | ----------- | -
| | Cumulative effect of a change in accounting principle |                              | $ | (1,605,000  | )
| |                                                       |                              |   |             |  
| | Net Loss                                              |                              |   | (4,485,267  | )
| |                                                       |                              |   |             |  
| | Net loss per share                                    |                              |   | (0.57       | )
| |                                                       |                              |   |             |  
| | Additional Paid in Capital                            |                              |   | 20,108,089  |  
| |                                                       |                              |   |             |  
| |                                                       |                              |   |             |  
| | Accumulated deficit                                   |                              |   | (44,221,792 | )
| |                                                       |                              |   |             |  
| |                                                       |                              |   |             |  
| | Ttoal Equity
      operations                         |                              |   | (24,034,767 | )
| |                                                       |                              |   |             |  
| |                                                       |                              |   |             |  

*-7-*

---

**ITEM 2.**

**Management's Discussion and Analysis of
Financial Condition and Results of Operations**

*This Management's Discussion and Analysis of Financial
Condition and Results of Operations should be read in conjunction with the
financial statements and footnotes contained in the Company's Form 10-Q for the
period ending December 24, 2000 and the Form 10-K for the year ended September
24, 2000, filed with the Securities and Exchange Commission. In addition to
historical information, this report contains forward-looking statements that
involve risks and uncertainties that could cause actual results to differ
materially. Factors that might cause or contribute to such differences include,
but are not limited to, those discussed in this section. Readers should
carefully review the risks described in other documents the Company files from
time to time with the Securities and Exchange Commission, including the
Company's Annual Report on Form 10-K where the fiscal year ended September 24,
2000. Readers are cautioned not to place undue reliance on the forward-looking
statements that speak as of the date of this report only. The Company undertakes
no obligation to publicly release any revisions to the forward-looking
statements or reflect events or circumstances after the date of this
document.*

***RESULTS OF OPERATIONS***

*Net sales of $3.2 million for the first quarter of fiscal
2001 decreased 11.4% from sales of $3.6 million for the first quarter of 2000.
The decrease was primarily due to growth in shipments to the decline in product
sales to its former principal distributor.*

*Cost of sales of $1.4 million for the first quarter of 2001
resulted in a gross profit of 55.9%, compared to a gross profit of 59.9% for the
same period of fiscal 2000. The decrease in the Company's gross profit
percentage in fiscal 2001 was primarily attributable to a change in the mix of
products sold.*

*Research and new product development expenses increased to
$1.7 million, compared to $683,000 for the same three month period in fiscal
2000. The increase was attributed to the development of e-Technician, a
web-based, remote diagnostic platform and "telematics" platform for commercial
vehicles. Research and new product development expenses were 52.8% and 19.1% of
net sales for the quarters ended December 24, 2000 and December 26, 1999,
respectively.*

*As a percentage of net sales, selling, general and
administrative expenditures were 54.7% and 62.3% for the quarters ended December
24, 2000 and December 26, 1999, respectively. Actual expenditures decreased to
$1.7 million from $2.2 million for the first quarter of fiscal 2000. The changes
in selling, general and administrative expenses of sales in fiscal 2001 were
primarily attributable to a reduction in executive and administration
personnel.*

*Operating loss for the first quarter of fiscal 2001
decreased to $1.6 million from $2.4 million for the first quarter of fiscal
2000. The decrease in the operating loss in fiscal 2001 compared to fiscal 2000
was due to the decrease in selling, general and administration expenses and the
restructuring and non-recurring costs in excess of the Company's decreased gross
profit and increase in research and development.*

*Other income (expense) increased to ($1.2 ) million in 2001
from ($543,000 ) in 2000. The increase in the Company's interest expense in 2001
compared to 2000 is primarily the result of increased debt related to continuing
operations as well as an increase in the overall effective interest rate from
2000 to 2001.*

*-8-*

---



*As of December 24, 2000, the Company had a working capital
deficit of $11.9 million compared to $13.8 million at September 24, 2000. Net
cash provided by (used in) operating activities totaled $(2.3) million in 2000
and $2.6 million in 1999.*

*As of December 24, 2000, the Company had no material
commitments for capital expenditures.*

*On July 31, 2000, the Company
entered into a Convertible Note Agreement with Sunrise Capital Partners, L.P., a
private investment fund ("Sunrise") and certain other participants, which
include certain members of the Company's management and certain members of the
Allard-Nazarian Group. The Convertible Note Agreement provides for a series of
investments transactions: the Term A Financing, Term B Financing and the Term C
financing, as follows:*

***Term A Financing - On July 31, 2000, the Company completed
the Term A Financing. Under the Term A Financing, the Company issued the
following securities in exchange for $12.6 million in cash and notes with
outstanding principal of $1.5 million: 1.8 million shares of common stock;
warrants to purchase 1.6 million shares of common stock at $1.75 per share; and
$14.1 million principal value of Term A Convertible Notes. The Term A
Convertible Notes, which mature in three years, bear interest at an annual rate
of 10.75%, payable in cash or in additional notes at the option of the Company.
The Term A Convertible Notes are convertible at any time at the option of the
holder or the Company, under certain conditions, at $1.75 per
share.*

*Term B Financing - In
November 2000, the Company completed the Term B Financing under the Convertible
Note Agreement. Under the terms of the Term B Financing, the Company received
$5.0 million in cash in exchange for the following securities: warrants to
purchase 571,000 shares of common stock at $1.75 per share and Term B
Convertible Notes with a principal value of $5.0 million. The Term B Convertible
Notes mature on July 31, 2003, bear interest at an annual rate of 10.75% payable
in cash or in additional notes at the option of the Company. The Term B
Convertible Notes are convertible at any time at the option of the holder or the
Company, under certain conditions at $1.75 per share.***

***************Term C Financing - In January 2000, the Company received $5.0
million in cash upon completing the Term C Financing. The securities issued and
the terms thereof are identical to the Term B Convertible Notes discussed
above.*

*On August 9, 2000, the Company
amended its credit facility agreement with a syndication of banks. The terms of
the modified agreement provide a $6.5 million revolving line of credit and term
notes that expire on July 31, 2001. As of December 24, 2000, there was $10.8 of
borrowings outstanding under the agreement, consisting of $626,000 under the
revolving line of credit and $10.1 million of term notes. Interest on all
borrowings is payable monthly at prime (9.5% at September 24, 2000) plus 1.25%
through December 31, 2000 and prime plus 1.75% thereafter.*

*The Company intends to utilize the
proceeds from the financing transactions under the Convertible Note Agreement to
fund operations and repay a portion of the amounts outstanding under the credit
facility. The Company anticipates the need to either amend the existing credit
facility or obtain additional financing to repay the remaining amounts
outstanding under the credit facility when it expires in July
2001.*

*There can be no assurance that the
Company will be successful in obtaining additional financing or amending the
credit facility. If the Company is unsuccessful, the cash from operations and
the financing transactions under the Convertible Note Agreement may not be
sufficient to cover the short-term or long-term liquidity
requirements.*

*-9-*

---

**NEXIQ TECHNOLOGIES, INC.**

**PART II -
Other Information**

******Item 6. Exhibits and Reports on Form
8-K**

A. Exhibits

*None.*

****

B. Reports on Form
8-K

*On November 28, 2000, the
Registrant filed a report under Item 2 of Form 8-K reporting the sale of WPI
Instruments, Inc., WPI Magnetec, Inc. and Crompton Modutec (Barbados) Limited to
Jewell Instruments, LLC.*

***-10-*

---



*SIGNATURES*

*Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on behalf by the undersigned thereunto duly
authorized.*

***NEXIQ
TECHNOLOGIES, INC.(Registrant)***

|Date: January 14, 2002 |  | By: |  | /s/John R. AllardJohn R. Allard Chief Executive Officer                   
|---------------------- |  | --- |  | --------------------------------------------------------------------------
|                       |  |     |  |                                                                           
|Date: January 14, 2002 |  | By: |  | /s/Kevin F. KellyKevin F. Kelly Vice President and Chief Financial Officer

*-11-*

---