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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): AUGUST 17, 1998
COMMISSION FILE NO. 1-4289
GTI CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 05-0278990
(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 Statement of Business Acquired -- Not Applicable.
(b) Pro Forma Financial Information -- Not Applicable.
(c) Exhibits:
Exhibit 10.1 Press Release of GTI Corporation released on
August 14, 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
August 14, 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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[LOGO]
GTI CORPORATION
Contact: Bruce Myers
Vice President and CFO
FOR IMMEDIATE RELEASE Lori Squier
Investor Relations
(619) 537-2500
August 14, 1998
GTI CORPORATION ANNOUNCEMENT REGARDING PROPOSED MERGER
GTI Corporation (NASDAQ:GGTI) announced today that it has been informed
by Technitrol, Inc. (NYSE:TNL) that Technitrol believes that there has been a
breach of certain of GTI's representations and warranties in the Agreement and
Plan of Merger ("Merger Agreement"), entered into on May 26, 1998, providing for
GTI to become a wholly owned subsidiary of a Technitrol subsidiary in an
all-cash merger. Technitrol has advised GTI that it believes that if such breach
has occurred, it would be entitled to terminate the Merger Agreement prior to
its November 30 termination date. GTI is investigating the factual claims made
by Technitrol to determine whether a breach of the Merger Agreement has occurred
and, if so, Technitrol's rights with respect thereto. Based upon a preliminary
review of Technitrol's claims by GTI management, GTI believes that substantial
questions exist as to whether a breach of the Merger Agreement has occurred and
that, if any such breach has occurred, whether Technitrol has a right to
terminate the Merger Agreement or to fail to close. GTI's investigations in this
regard are ongoing, and thus there can be no assurances as to the outcome of the
claims made by Technitrol.
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 networking and also in telecommunications
and broadband products.
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The information contained in this press release, including any forward looking
statements contained herein, should be reviewed in conjunction with the
Company's Annual Report on Form 10-K/A and other publicly available information
regarding the Company, copies of which are available from the Company upon
request. This publicly available information sets forth certain risks and
uncertainties related to the Company's business and such statements. Such risks
and uncertainties include, but are not limited to, possible declines in market
growth rates, dependence on key customers, possible failure of product
development activities, the development of alternative technologies by
competitors of the company or its customers, price pressures and other
competitive factors, and volatility in the market for the company's products.
9715 Business Park Avenue o San Diego CA 92131-1642 o (619) 537-2500
