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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 May 22, 1995
(Date of earliest event reported)
TECHNITROL, INC.
(exact name of registrant as specified in its charter)
PENNSYLVANIA
(State or other jurisdiction of incorporation)
1-5375 23-1292472
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(Commission File Number) (IRS Employer
Identification Number)
1210 Northbrook Drive, Suite 385, Trevose, PA 19053
(Address of principal executive offices) (Zip Codes)
(215) 355-2900
(Registrant's telephone number, including area code)
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TECHNITROL, INC.
ITEM 5. OTHER EVENTS
On May 23, 1995, Technitrol, Inc. (the "Company") entered into an
Agreement and Plan of Merger by and among the Company, Teco Sub, Inc. ("Teco
Sub") and Pulse Engineering, Inc. ("Pulse") (the "Agreement"), whereby the
Company would acquire all of the issued and outstanding shares of Pulse capital
stock for approximately $24 million in cash and approximately 1,650,000 shares
of Technitrol common stock and Pulse would become a wholly-owned subsidiary of
Technitrol. The closing of the merger is subject to various conditions
including but not limited to the approval of the shareholders of both the
Company and Pulse, the receipt by the Company of financing of approximately $23
million to cover the cash portion of the merger consideration, and receipt of
fairness opinions. The merger is expected to close during the third calendar
quarter of 1995.
In contemplation of entering into the Agreement, on May 22, 1995,
Technitrol acquired a warrant from an unrelated third party to purchase 655,489
shares of Pulse capital stock at a warrant exercise price of $1.00 per share.
The purchase price for the warrant was $4,768,682.48. Technitrol acquired the
warrant in anticipation of entering into the Merger Agreement. The warrant
represents beneficial ownership of approximately 10.46% of the issued and
outstanding Pulse capital stock.
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TECHNITROL, INC.
SIGNATURES
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 duly authorized.
TECHNITROL, INC.
Date: June 19, 1995 /S/Albert Thorp, III
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Albert Thorp, III
Vice President of Finance and
Treasurer
