As filed with the Securities and
Exchange Commission on June 1,1998
Registration No.333-___
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
TECHNITROL, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-1292472
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1210 Northbrook Drive
Suite 385
Trevose, PA 19053
(215) 355-2900
-----------------------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
TECHNITROL, INC. BOARD OF DIRECTORS STOCK PLAN
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(Full title of the Plan)
Thomas J. Flakoll
President and Chief Executive Officer
1210 Northbrook Drive, Suite 385
Trevose, PA 19053
(215) 355-2900
-------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________________
Copies to:
James M. Papada, III, Esquire
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
___________________________
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of
Title of securities to be registered registered(1) Share price (3) registration fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, $.125 par value per share 30,000 shares $39.09375(2) $1,172,813 $346
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Such additional, indeterminable number of shares that may be issuable by
reason of the anti-dilution provisions of the Technitrol, Inc. Board of
Directors Stock Plan (the "Plan") are hereby registered.
(2) Pursuant to Rule 457(h)(1) and (c), the average of the high and low prices
per share of the Common Stock reported on the New York Stock Exchange on
May 28, 1998 has been used to determine the registration fee.
(3) Estimated solely for the purpose of determining the registration fee.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
As used in this Registration Statement, unless the context otherwise
requires, the terms "Technitrol" and the "Company" mean Technitrol, Inc. and its
subsidiaries.
Item 3. Incorporation of Documents by Reference.
The following documents, previously filed by the Company with the U.S.
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"), are hereby incorporated by
reference in this Registration Statement, except as superseded or modified
herein:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
(c) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the 1934 Act since the end of the fiscal covered by the annual report
referred to above; and
(d) the description of the Company's common stock, par value $.125 per
share ("Common Stock"), contained in the Company's Registration Statement on
Form 8-A filed with the Commission on October 25, 1996, including any amendments
or reports filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Stradley, Ronon, Stevens & Young, LLP, legal counsel to the Company,
has given its opinion on the legality of the Common Stock. James M. Papada, III,
a partner of the firm, is also the Company's Chairman of the Board.
Item 6. Indemnification of Directors and Officers.
Article VII of the Company's Bylaws generally provides for the
indemnification of officers, directors and third parties acting on behalf of the
Company if such person acted in good faith and in a manner reasonably believed
to be in and not opposed to the best interest of the Company, and, with respect
to any criminal action or proceeding, the indemnified party had no reasonable
cause to believe his conduct was unlawful.
II-1
<PAGE>
Section 518 of the Pennsylvania Business Corporation Law permits a
corporation to include in its bylaws, and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law; provided;
however, indemnification shall not be permitted in any case where the act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
In addition, the Company maintains directors and officers insurance
under which its directors and officers are insured against certain liabilities
that may be incurred by them in their capacities as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) Exhibits:
4.1 Technitrol, Inc. Board of Directors Stock Plan.
5.1 Opinion of Counsel as to Legality of Securities being
registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (included in signature page on page II-4
herein).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933, as amended ("1933 Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental changein the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, That paragraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and the information required to be included
II-2
<PAGE>
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the 1934 Act that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant Technitrol, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Philadelphia, Commonwealth of
Pennsylvania, on June 1, 1998.
TECHNITROL, INC.
By: /s/ Thomas J. Flakoll
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Thomas J. Flakoll, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Each person whose signature appears below constitutes and appoints
Thomas J. Flakoll and James M. Papada, III, jointly and severally, his
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities to sign any amendments to this Registration Statement on Form S-8,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Name Title Date
- ---- ----- ----
/s/ Thomas J. Flakoll
- ------------------------- Director, President and June 1, 1998
Thomas J. Flakoll Chief Executive Officer
(Principal Executive Officer)
/s/ Albert Thorp, III
- ------------------------- Vice President - Finance June 1, 1998
Albert Thorp, III and Chief Financial Officer
(Principal Financial Officer)
/s/ James M. Papada, III
- ------------------------- Director June 1, 1998
James M. Papada, III
/s/ Roy E. Hock
- ------------------------- Director June 1, 1998
Roy E. Hock
/s/ J. Barton Harrison
- ------------------------- Director June 1, 1998
J. Barton Harrison
/s/ Graham Humes
- ------------------------- Director June 1, 1998
Graham Humes
/s/ Edward M. Mazze
- ------------------------- Director June 1, 1998
Edward M. Mazze
/s/ Stanley E. Basara Director June 1, 1998
- -------------------------
Stanley E. Basara
/s/ John E. Burrows, Jr.
- ------------------------- Director June 1, 1998
John E. Burrows, Jr.
/s/ Rajiv L. Gupta
- ------------------------- Director June 1, 1998
Rajiv L. Gupta
/s/ Drew A. Moyer
- ------------------------- Corporate Controller and June 1, 1998
Drew A. Moyer Secretary (Principal Accounting
Officer)
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<PAGE>
EXHIBIT INDEX
Exhibit # Description
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4.1 Technitrol, Inc. Board of Directors Stock Plan.
5.1 Opinion of Counsel as to Legality of Securities being
registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (included in signature page on page II-4
herein).
EXHIBIT 4.1
TECHNITROL, INC.
BOARD OF DIRECTORS STOCK PLAN
1. DEFINITIONS
As used herein, the following terms shall have the meanings
hereinafter set forth unless the context clearly indicates to the contrary:
1.1 "Board" - means the Board of Directors of the
Company.
1.2 "Business Day" - means a day on which the New York
Stock Exchange is open for the conduct of normal business.
1.3 "Company" - means Technitrol, Inc.
1.4 "Fair Market Value" - means the per share closing price of
the Stock as reported by the principal national exchange upon which such Stock
is traded (or if not traded on a national exchange then the mean average between
the bona fide closing bid and ask prices).
1.5 "Outside Director" - means any person who is a member
of the Board and is not employed by the Company or any subsidiary of the
Company.
1.6 "Plan" - means the Company's Board of Directors Stock
Plan, the terms of which are set forth herein.
1.7 "Stock" - means the common stock of the Company.
2. ESTABLISHMENT AND PURPOSE OF PLAN
2.1 Establishment and Purpose of Plan. The Company hereby
establishes the Plan for the purpose of assisting the Company in attracting and
retaining highly qualified persons to serve as Directors on the Board and to
provide such Directors an incentive to contribute to the growth and development
of the Company through equity ownership in the Company.
2.2 Effective Date of Plan. The Plan will be effective on
May 20, 1997, subject to shareholder approval at the 1998 Annual Meeting of
Shareholders.
2.3 Expiration of the Plan. The Plan shall terminate at
the close of business on the date of the Company Annual Meeting of the
Shareholders in 2008 (the "Expiration Date"), or such earlier date as the Board
may determine pursuant to Section 7 of the Plan, and no shares of Stock shall be
granted after that date.
3. STOCK SUBJECT TO PLAN
3.1 Limitations. Subject to adjustment pursuant to the
provisions of Section 3.2 hereof, the number of shares of Stock of the Company
which may be granted under the Plan shall not exceed 30,000 shares.
3.2 Adjustments; Anti-Dilution. If the outstanding shares
of Stock of the Company are hereafter changed or converted into or exchanged or
exchangeable for a different number or kind of shares or other securities of the
Company or of another corporation by reason of a reorganization, merger,
consolidation, recapitalization, reclassification, combination of shares, stock
dividend, stock split or reverse stock split, appropriate adjustment shall be
made in the number of shares and kind of stock which may be granted as provided
in Section 3.1.
<PAGE>
4. ADMINISTRATION OF THE PLAN
4.1 Administration by the Board. Subject to the
provisions of the Plan, the Plan shall be administered by the Board.
4.2 Powers and Duties. Except as otherwise provided in
the Plan, the Board shall have sole discretion and authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, and to make all other determinations necessary or advisable in the
administration of the Plan.
4.3 Liability of the Board. No member of the Board shall
be liable for any action, determination or interpretation under any provision of
the Plan or otherwise if such action, determination or interpretation was done
or made in good faith by such member of the Board.
5. SHARES OF STOCK GRANTED UNDER THE PLAN
5.1 Eligibility. Outside Directors are eligible to
participate in the Plan.
5.2 Grants.
(a) At the organizational meeting of the Board
immediately following the 1998 Annual Meeting of Shareholders, the Board shall
grant to each person who is an Outside Director at the time of such Board
meeting such number of shares of Stock which equals $15,000 using the Fair
Market Value of the Stock on the Business Day immediately preceding the date of
grant.
(b) At the organizational meeting of the Board
immediately following the 1999 Annual Meeting of Shareholders, the Board shall
grant to each Outside Director at the time of such Board meeting such number of
shares of Stock which equals $20,000 using the Fair Market Value of the Stock on
the Business Day immediately preceding the date of grant.
(c) At the organizational meeting of the Board
immediately following the 2000 Annual Meeting of Shareholders and each Annual
Meeting of Shareholders thereafter, the Board shall grant to each Outside
Director at the time of such Board meeting such number of shares of Stock which
equals $25,000 using the Fair Market Value of the Stock on the Business Day
immediately preceding the date of grant.
5.3 Shares Awarded. The shares of Stock awarded hereunder
shall be issued to the Outside Directors in their own names, with all attendant
rights of a shareholder of the Company.
5.4 Right as a Director. Neither the Plan, nor the
granting of any shares of Stock hereunder, nor any other action taken pursuant
to the Plan, shall constitute or be evidence of any agreement or undertaking,
express or implied, that the Company will retain any director for any period of
time, or at any particular rate of compensation, or with any other benefits
whatsoever.
6. DELIVERY OF STOCK CERTIFICATES
6.1 The Company shall not be required to issue or deliver
any certificate for shares of Stock granted hereunder prior to the fulfillment
of any of the following conditions which may, from time to time, be applicable
to the issuance of shares of Stock hereunder:
(a) Listing of Shares. The admission of such
shares of Stock to listing on (i) all stock exchanges on which the Stock of the
Company is then listed or (ii) the National Association of Securities Dealers
Automated Quotation System.
(b) Registration and/or Qualification.
(i) Receipt by the Secretary of the Company from the Outside Director or his
heirs and assigns of such documents as the Company shall deem necessary to
determine whether registration of the shares of Stock is required under the
Securities Act of 1933, as amended (the "Act"), or to comply with such Act or
any other law and (ii) the completion of any registration or other qualification
of such shares of Stock under any
2
<PAGE>
federal or state securities laws or under the regulations promulgated by the
Securities and Exchange Commission or any other federal or state governmental
regulatory body, which the Board shall deem necessary or advisable. The Company
shall in no event be obligated to register the shares of Stock granted to any
Outside Director pursuant to this Plan under the Act or any state securities
laws.
(c) Approval or Clearance. The obtaining of
any approval or clearance from any federal or state governmental agency which
the Board shall determine to be necessary or advisable.
(d) Reasonable Lapse of Time. The lapse of such
reasonable period of time following the grant of shares of Stock hereunder as
the Board may establish from time to time for reasons of administrative
convenience.
7. TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
7.1 The Board has the right to terminate the Plan at any
time. The Board also has the right to amend or modify the Plan at any time or
from time to time, subject to applicable laws, regulations and exchange
requirements; provided, however, the Board may not, without further shareholder
approval:
(a) except as contemplated in Section 3.2 of the
Plan, increase the total number of shares of Stock subject to the Plan;
(b) make any amendments or modifications unless
the Board determines any such amendment or modification would not materially
increase the cost of the Plan to the Company; or
(c) continue the Plan in effect beyond the
Expiration Date.
8. MISCELLANEOUS
8.1 Plan Binding on the Successors. The Plan shall be
binding upon the successors and assigns of the Company.
8.2 Withholding Taxes. Whenever Federal, state and local
tax is due on the grant of shares of Stock under this Plan, the Company may
require the Outside Director to remit an amount sufficient to satisfy Federal,
state and local withholding taxes prior to the delivery of any certificate for
such shares.
8.3 Stock Ownership Requirement. The value of shares of
Stock awarded under this Plan shall not be counted in determining whether an
Outside Director has met his or her Stock ownership requirements as determined
by the Board from time to time.
3
EXHIBIT 5.1
May 26, 1998
Technitrol, Inc.
1210 Northbrook Drive
Suite 385
Trevose, Pennsylvania 19053
Attention: Thomas J. Flakoll, President
and Chief Executive Officer
Re: Registration Statement on Form S-8
Dear Mr. Flakoll:
We have acted as counsel to and for Technitrol, Inc., a
Pennsylvania corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission of a registration statement
on Form S-8 (the "Registration Statement"), for the purpose of registering under
the Securities Act of 1933, as amended, 30,000 shares (the "Shares") of the
Company's common stock, $.125 par value per share (the "Common Stock"). The
Shares are issuable upon grants ("Grants") to be made under the Company's Board
of Directors Stock Plan (the "Plan").
In our capacity as counsel, we have been requested to render
the opinions set forth in this letter and, in connection therewith, we have
reviewed the following documents: (i) the Registration Statement, (ii) the Plan,
(iii) the Amended and Restated Articles of Incorporation of the Company dated
July 18, 1997 ("Articles of Incorporation"), certified by the Secretary of the
Company to have not been amended and to be in full force and effect as of the
date hereof, (iv) certain minutes of meetings or unanimous consents of the Board
of Directors and shareholders of the Company, certified as true and correct by
the Secretary of the Company, (v) Bylaws of the Company, as amended, certified
as true and correct by the Secretary of the Company, and (vi) certificates of
the Secretary of the Company dated May 26, 1998.
<PAGE>
Technitrol, Inc.
May 22 1998
Page 2
In rendering this opinion, we have assumed and relied upon,
without independent investigation, (i) the authenticity, completeness, truth and
due authorization and execution of all documents submitted to us as originals,
(ii) the genuineness of all signatures on all documents submitted to us as
originals, and (iii) the conformity to the originals of all documents submitted
to us as certified or photostatic copies.
The law covered by the opinion expressed herein is limited to
the statutes, judicial and administrative decisions and rules and regulations
of the governmental agencies of the Commonwealth of Pennsylvania.
This opinion letter is given only with respect to laws and
regulations presently in effect. We assume no obligation to advise you of any
changes in law or regulation which may hereafter occur, whether the same are
retroactively or prospectively applied, or to update or supplement this letter
in any fashion to reflect any facts or circumstances which hereafter come to our
attention.
Based upon, and subject to, the foregoing, we are of the
opinion that the Shares, when issued upon proper Grants pursuant to and in
accordance with the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and we further consent to the reference to our firm
under the caption "Interests of Named Experts and Counsel" in the Registration
Statement and to any reference to our firm in the Registration Statement as
legal counsel who have passed upon the legality of the securities offered
thereby.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By:/s/ John F. Dougherty, Jr.
-------------------------------------
John F. Dougherty, Jr., A Partner
<PAGE>
EXHIBIT 23.2
Consent of Independent Auditors
The Board of Directors
Technitrol, Inc.:
We consent to the use of our report included in the Annual Report on
Form 10-K of Technitrol, Inc. for the year ended December 31, 1997 which has
been incorporated by reference in this Registration Statement on Form S-8.
/s/KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
May 26, 1998
