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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 9, 1998
COMMISSION FILE NO. 1-4289
GTI CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 95-4481525
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
9715 BUSINESS PARK AVENUE
SAN DIEGO, CALIFORNIA 92131
(Address of Principal Executive Offices) (Zip Code)
(619) 537-2500
(Registrant's telephone number, including area code)
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ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired -- Not Applicable.
(b) Pro Forma Financial Information -- Not Applicable.
(c) Exhibits:
Exhibit 10.1 Press Release of GTI Corporation and Technitrol,
Inc. released on November 3, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GTI CORPORATION
November 6, 1998 /s/ BRUCE C. MYERS
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Date Bruce C. Myers
Vice President of Finance and
Chief Financial Officer
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EXHIBIT 10.1
[TECHNITROL GTI LOGO]
GTI CORPORATION
FOR IMMEDIATE RELEASE CONTACT:
NOVEMBER 3, 1998 TECHNITROL: DAVID STAKUN, (215) 355-2900
GTI: BRUCE MYERS, (619) 537-2500
TECHNITROL, GTI SETTLE MERGER DISPUTE
PHILADELPHIA - Technitrol, Inc. (NYSE: TNL) and GTI Corporation (NASDAQ:
GGTI) announced today they have resolved their disagreement as to whether there
have been material breaches of certain GTI representations and warranties in
their May 26, 1998, Merger Agreement. Under that Agreement, GTI will become an
indirect wholly-owned subsidiary of Technitrol, and its shareholders will
receive $3.10 in cash for each share of GTI stock.
"Thanks to a great deal of work on the part of GTI, the concerns we raised
in August have been resolved to our satisfaction," said Technitrol Chairman
James M. Papada, III. "We are pleased to have found a business solution to
business issues, one that is in the best interest of our shareholders, GTI's
employees and customers of both companies."
Closing of the transaction is expected to occur on or about November 16,
1998.
"We look forward to integrating GTI's worldwide operations into those of
our Pulse subsidiary within the Electronic Components Segment," sad Technitrol
President and Chief Executive Officer Thomas J. Flakoll. "Our goal is for this
process to be as quick and seamless as possible."
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Technitrol, GTI Settle Merger Dispute -- two
Based in Philadelphia, Technitrol is a worldwide producer of electronic
components, electrical contacts and assemblies and other precision-engineered
parts and materials for manufacturers of networking, telecommunications and
computer equipment, electrical switching devices, and other products. For more
information, visit Technitrol's Web site at http://www.technitrol.com.
Through Valor Electronics, Inc., GTI Corporation is a multinational
manufacturer and leading supplier of magnetics-based components for signal
processing and power transfer functions primarily in local area networking and
also in telecommunications and broadband products.
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