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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
Pulse Engineering, Inc.
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(Name of Issuer)
Warrant to Purchase 655,489 shares of common stock of Issuer
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(Title of Class of Securities)
Not Applicable
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(Cusip Number)
David R. Flowers; President; Pulse Engineering, Inc.;
12220 World Trade Drive, San Diego, CA 92128; (619) 674-8263
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 22, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [X].
(A fee is not required only if the reporting person (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SEC 1746(12-9)
<PAGE>
SCHEDULE 13D
CUSIP NO. Not Applicable Page of Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Technitrol, Inc./23-1292472
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
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7 SOLE VOTING POWER
655,489
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
655,489
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
655,489
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
2
<PAGE>
Item 1. Security and Issuer
This statement relates to a warrant to purchase shares of Class B Non-
Voting Common Stock convertible into Class A Voting Common Stock of Pulse
Engineering, Inc.; 12220 World Trade Drive; San Diego, California 92128.
Item 2. Identity and Background
Name: Technitrol, Inc.
State of Incorporation: Pennsylvania
Principal Business: the manufacture of electronic
components, electrical contacts and
assemblies, thermostatic and clad-
metal products, mechanized scales
and force measurement products,
material testing systems, and cash
counters and dispensers
Principal Business Address: 1952 E. Allegheny Avenue;
Philadelphia, PA 19134
Principal Office Address: 1210 Northbrook Drive, Suite 385;
Trevose, PA 19053
Item (d): During the last five (5) years, Technitrol, Inc. has not been
convicted in a criminal proceeding
Item (e): During the last five (5) years, Technitrol, Inc. has not been
subject to any judgment, decree or final order enjoining
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Technitrol, Inc. purchased the securities by borrowing $4,768,682.48
pursuant to a line of credit with CoreStates Bank, N.A.
Item 4. Purpose of Transaction
Technitrol, Inc. ("Technitrol") acquired the securities in
contemplation of entering into a merger agreement with Pulse Engineering,
Inc. ("Pulse"). On May 23, 1995, Technitrol entered into a definitive
merger agreement with Pulse. Under the merger agreement, Technitrol would
acquire all the issued and outstanding Pulse shares of common stock for
approximately $24.0 million in cash and approximately 1,650,000 shares of
Technitrol common stock and Pulse would become a wholly-owned subsidiary of
Technitrol.
Item 5. Interest in Securities of the Issuer
(a) Technitrol has acquired a warrant to purchase 655,489 shares of
Pulse common stock. Based upon Pulse's most recent public
filings, the warrant represents beneficial ownership of
approximately 9.1% of the issued and outstanding Pulse common
stock.
(b) Technitrol has sole power to vote any shares purchased pursuant
to the warrant.
(c) Not applicable.
3
<PAGE>
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to Be Filed as Exhibits
(1) There is no written agreement governing the borrowing of funds to
finance the acquisition as disclosed in Item 3.
(2) The Merger Agreement between Technitrol and Pulse will be filed
as an Exhibit to the Registration Statement on Form S-4 to be
filed by Technitrol.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
May 31, 1995 /S/Albert Thorp, III
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Date Signature
Albert Thorp, III, Vice President of
Finance and Treasurer
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Name/Title
