UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Technitrol, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-1292472
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1210 Northbrook Drive, Suite 385
Trevose, Pennsylvania 19053
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be
registered
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Common Stock, $0.125 par New York Stock Exchange
value per share
Common Stock Purchase New York Stock Exchange
Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
Common Stock
The following description of the capital stock of Technitrol, Inc. (the
"Company") summarizes in all material respects the principal rights of the
holders of such stock but does not purport to be complete and is subject in
all respects to applicable Pennsylvania law and to the provisions of the
Company's Articles of Incorporation, as amended, ("Articles of Incorporation")
and By-Laws, both of which have been incorporated herein by reference as
exhibits to this Registration Statement.
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<PAGE>
The capital stock to be registered on the New York Stock Exchange, Inc.
(the "Exchange") is the Company's common stock with a par value of $0.125 per
share (the "Common Stock"). A holder of shares of Common Stock is entitled to
one vote per share on all matters to be voted upon by shareholders, except in
the election for directors which shall be by cumulative voting. In the
election of directors, every shareholder entitled to vote shall have the
right, in person or by proxy, to multiply the number of votes to which he may
be entitled by the total number of directors to be elected in the same
election, and he may cast the whole number of such votes for one candidate or
he may distribute them among any two or more candidates. The candidates
receiving the highest number of votes up to the number of directors to be
elected shall be elected.
Unless otherwise required under the Company's Articles of Incorporation
or Bylaws, the affirmative vote of a majority of the shares entitled to vote
is required for approval of any question brought before a meeting of
shareholders.
The holders of the Common Stock are entitled to receive ratably such
dividends as may be declared from time to time by the Board of Directors out
of funds legally available therefor, subject to the terms of agreements
governing the Company's long- term debt. In the event of a liquidation,
dissolution or winding up of the Company, the holders of shares of Common
Stock are entitled to share ratably in all assets remaining after payment of
liabilities. Holders of Common Stock have no preemptive, subscription,
redemption or conversion rights. The outstanding shares of Common Stock are
fully paid and nonassessable except for shares issued pursuant to the
Company's Incentive Compensation Plan which are subject to the terms of such
Incentive Compensation Plan.
The Articles of Incorporation provide for a classified Board of Directors
consisting of three classes of Directors with each class serving a three year
term. The Articles of Incorporation also provide for cumulative voting in the
election of Directors and that Directors may not be removed prior to the
expiration of their term of office without cause. In addition, the Articles
of Incorporation provide that certain business transactions will require the
affirmative vote of the holders of at least seventy-five percent (75%) of the
outstanding shares of all classes of capital stock of the Company entitled to
vote thereon and that the holders of at least seventy-five percent (75%) of
the outstanding shares of all classes of capital stock of the Company entitled
to vote thereon is required to approve certain amendments to the Articles of
Incorporation.
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<PAGE>
The above-described and other provisions, including the Company's
issuance of the Rights (as described below), could have the effect of making
it more difficult for a third party to effect a change in the control of the
Board of Directors and, therefore, may discourage another person or entity
from making a tender offer for the Company's Common Stock, including offers at
a premium over the market price of the Common Stock, and might result in a
delay in changes in control of management.
Rights
On August 30, 1996, the Board of Directors of Technitrol, Inc. (the
"Company") declared a dividend distribution of one Right for each outstanding
share of Common Stock, $0.125 par value, of the Company (the "Common Shares")
payable to stockholders of record on September 9, 1996 (the "Record Date").
Rights shall also be issued in respect of all Common Shares which become
outstanding after the Record Date but prior to the Distribution Date (as
defined below) or earlier redemption, exchange or expiration of the Rights.
Each Right entitles the registered holder to purchase from the Company
one-half of a Common Share. No less than two Rights, and only whole multiples
of two Rights may be exercised at any time by holders of Rights at a price of
$135 per Common Share (the "Purchase Price") (equivalent to $67.50 for each
one- half of a Common Share), subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and Registrar and Transfer Company, as Rights
Agent.
The Rights will initially be attached to all Common Share certificates
representing Common Shares then outstanding, and no separate Right
certificates will be distributed. Until the earlier to occur of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding Common
Shares or (ii) 10 business days (or such later day as may be determined by
action of the Board of Directors prior to such time as any person or group
becomes an Acquiring Person) following the commencement of a tender offer or
exchange offer if, upon consummation thereof, any person or group would be an
Acquiring Person (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such certificate together
with a copy of this Summary of Rights. The date of announcement of the
existence of an Acquiring Person referred to in clause (i) above is referred
to in this summary as the "Share Acquisition Date."
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<PAGE>
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Share certificates.
Until the Distribution Date (or earlier redemption, exchange or expiration of
the Rights), new Common Share certificates issued after the Record Date upon
transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption, exchange or expiration of the Rights), the surrender
for transfer of any certificates for Common Shares outstanding as of the
Record Date will also constitute the transfer of the Rights associated with
the Common Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common
Shares on the Distribution Date and, thereafter, such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on September 9, 2006, unless earlier redeemed
or exchanged by the Company as described below.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of two Rights, except as provided
below, shall thereafter have the right to receive, upon exercise, Common
Shares (or, in certain circumstances, Common Stock Equivalents (as such term
is defined in the Rights Agreement)) having a then market value equal to two
(2) times the Purchase Price of the Rights. Upon the occurrence of the event
described in the preceding sentence, any Rights beneficially owned by (i) an
Acquiring Person or an Associate or Affiliate (as such terms are defined in
the Rights Agreement) of an Acquiring Person, (ii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee after the Acquiring Person becomes such, or (iii) a transferee of
an Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee prior to or concurrently with the Acquiring Person becoming such
and receives such Rights pursuant to either (A) a transfer (whether or not for
consideration) from the Acquiring Person (or of any such Associate or
Affiliate) to holders of equity interests in such Acquiring Person or to any
person with whom the Acquiring Person (or of any such Associate or Affiliate)
has any agreement, arrangement or understanding regarding the transferred
Rights or (B) a transfer which the Board of Directors of the Company in its
discretion has determined is part of a plan, arrangement or understanding
which has as a primary purpose or effect the avoidance of the Rights Agreement
shall become null and void without any further action and no holder of such
Rights shall have any rights whatsoever with respect to such Rights, whether
under any provision of the Rights Agreement or otherwise.
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<PAGE>
At any time after any person or group of affiliated or associated persons
becomes an Acquiring Person, the Board of Directors of the Company may
exchange the Rights (except Rights which previously have been voided as
described above), in whole or in part, at an exchange ratio of two Common
Shares (or, in certain circumstances, two Common Stock Equivalents) per Right.
In the event that, following the earlier of the Distribution Date and the
Share Acquisition Date, (i) the Company engages in a merger or other business
combination transaction in which the Company is not the surviving corporation,
(ii) the Company engages in a merger or other business combination transaction
with another person in which the Company is the surviving corporation, but in
which its Common Shares are changed or exchanged, or (iii) more than 50% of
the Company's assets or earning power is sold or transferred, the Rights
Agreement provides that proper provision shall be made so that each holder of
two Rights (except Rights which previously have been voided as described
above) shall thereafter have the right to receive, upon exercise, common stock
of the acquiring company having a then market value equal to two (2) times the
Purchase Price of the Rights.
The Purchase Price payable, and the number of Common Shares or other
securities issuable, upon exercise of the Rights are subject to adjustment
from time to time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of, the Common Shares, (ii)
upon the grant to all holders of the Common Shares of certain rights, options
or warrants to subscribe for Common Shares or convertible securities at less
than the current market price of the Common Shares, or (iii) upon the
distribution to all holders of the Common Shares of evidences of indebtedness,
stock (other than a dividend payable in Common Shares), assets or cash
(excluding regular quarterly cash dividends) or of subscription rights,
options or warrants (other than those referred to above).
The number of outstanding Rights and the number of Common Shares issuable
upon exercise of each Right are also subject to adjustment in the event of a
stock split of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or combinations of
the Common Shares occurring, in any such case, prior to the Distribution Date.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Common Shares will be issued upon the
exercise of any Right or Rights. In lieu of fractions of a share equal to
one-half of a share or less, a cash payment will be made, as provided in the
Rights Agreement. No Rights may be exercised that would entitle the holders
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<PAGE>
to any fraction of a Common Share greater than one- half of a share unless
concurrently therewith such holder purchases an additional fraction of a
Common Share which, when added to the number of Common Shares to be received
upon such exercise, equals a whole number of Common Shares, as provided in the
Rights Agreement. If such holder does not purchase such additional fraction
of a Common Share, a cash payment will be made, as provided in the Rights
Agreement.
At any time prior to such time as any Person becomes an Acquiring Person,
the Board of Directors of the Company may redeem the Rights in whole, but not
in part at a price of $.005 per Right, subject to adjustment (the "Redemption
Price"). Immediately upon the action of the Board of Directors of the Company
ordering the redemption of the Rights (or at such later time as the Board of
Directors may establish for the effectiveness of such redemption), the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The terms of the Rights may be amended by the Company and the Rights
Agent, provided that following the Distribution Date the amendment does not
materially adversely affect the interests of holders of Rights (other than an
Acquiring Person).
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being
acquired. Accordingly, the existence of the Rights may deter certain
acquirers from making takeover proposals or tender offers. However, the
Rights Agreement helps ensure that the Company's shareholders receive fair and
equal treatment in the event of any proposed takeover of the Company and is
intended to protect and potentially enhance shareholder value, as well as
assist the Board of Directors of the Company in realizing the Company's
strategic objectives. The adoption of the Rights Agreement is not in response
to any known takeover threat or proposal.
A copy of the Rights Agreement (which includes as exhibits the form of
Right Certificate and the Summary of Rights to Purchase Common Stock) is
attached hereto as an exhibit and is incorporated herein by reference. The
foregoing description of the Rights is qualified in its entirety by reference
to such exhibit.
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Item 2. Exhibits.
1. Amended and Restated Articles of Incorporation of the Company.
2. By-laws (Incorporated by Reference to Exhibit 3(b) to the Company's
Report on Form 10-K for the year ended December 31, 1995).
3. Rights Agreement, dated as of August 30, 1996, between Technitrol,
Inc. and Registrar and Transfer Company, as Rights Agent, which
includes the form of Right Certificate as Exhibit A and the Summary
of Rights to Purchase Common Stock as Exhibit B (Incorporated by
Reference to the Company's Registration Statement on Form 8-A dated
October 24, 1996).
4. Amendment No. 1 to the Rights Agreement, dated as of March 25, 1998,
between Technitrol, Inc. and Registrar and Transfer Company, as
Rights Agent.
5. All exhibits required by Instruction II to Item 2 will be supplied
to the New York Stock Exchange.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
TECHNITROL, INC.
----------------------
(Registrant)
By: \s\ Albert Thorp, III
-----------------------------
Albert Thorp, III,
Vice President-Finance and
Chief Financial Officer
Date: April 10, 1998
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EXHIBIT 1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
TECHNITROL, INC.
The undersigned corporation (hereinafter, the "Corporation")
hereby desires to amend and restate its Articles of Incorporation in their
entirety as permitted under Section 19 (a)(5) of the Pennsylvania Business
Corporation Law of 1988, as amended (the "BCL") as follows:
FIRST: The name of the Corporation is: Technitrol, Inc.
SECOND: The address of the Corporation's registered office is
1210 Northbrook Drive, Suite 385, Trevose, Bucks County, PA 19053.
THIRD: The purposes for which the corporation is organized
are as follows:
To manufacture or otherwise produce, use, buy, sell
and otherwise deal in goods, wares, merchandise, and other articles of
commerce and personal property of every kind and nature including
electrical, electronic and mechanical equipment.
To acquire by purchase, lease, grant, gift, devise,
bequest, exchange of securities or property, or otherwise, any property,
real or personal, and any interest therein, including the business, good-
will, rights and assets of any person, partnership, association or
corporation engaged in any lawful business.
To hold, own, improve, develop, lease, sell, mortgage,
pledge and otherwise deal in, invest in and dispose of, any property, real
or personal, and any interest therein, including the business, good-will,
rights and assets of any person, partnership, association or corporation
engaged in any lawful business.
FOURTH: The term for which the Corporation is to exist is
perpetual.
FIFTH: The aggregate number of shares which the corporation
shall have authority to issue is Seventy-Five Million (75,000,000) shares
of Common Stock; the par value of said Common Stock shall be $.125 per
share.
SIXTH: The directors of the Corporation shall be divided into
three classes, namely, Classes I, II and III, with each class consisting
of not less than one nor more than three directors, as determined in
accordance with the By-Laws of the Corporation. Class I directors elected
at the 1977 annual meeting of shareholders shall initially serve until the
next annual meeting following their election and until their successors
shall be elected and qualified. Class II directors elected at the 1977
annual meeting of shareholders shall initially serve until the second
annual meeting following their election and until their successors shall
be elected and qualified. Class III directors elected at the 1977 annual
meeting of shareholders shall initially serve until the third annual
meeting following their election and until their successors shall be
- 1 -
<PAGE>
elected and qualified. At each annual meeting of shareholders commencing
with the 1978 annual meeting, the successors to any class of directors
whose terms shall then expire shall be elected to serve three year terms.
Directors elected as hereinbefore provided may not be removed prior to the
expiration of their respective terms of office without cause.
Notwithstanding any provision of this Amended and
Restated Articles of Incorporation to the contrary, (1) no amendment to
this Amended and Restated Articles of Incorporation shall amend, alter,
change or repeal any provision of this Article SIXTH except upon the
affirmative vote of the holders of at least seventy-five percent of the
outstanding shares of all classes of capital stock of the Corporation
entitled to vote thereon, and (2) no amendment to this Amended and
Restated Articles of Incorporation shall be adopted empowering
shareholders to remove directors without cause except upon the affirmative
vote of the holders of at least seventy-five percent of the outstanding
shares of all classes of capital stock of the Corporation entitled to vote
thereon.
SEVENTH: Except as set forth below, the affirmative vote of the
holders of at least seventy-five percent of the outstanding shares of all
classes of capital stock of the Corporation entitled to vote thereon,
shall be required in order to authorize or adopt (a) any agreement for the
merger or consolidation of the Corporation with or into any other
corporation which is required by law to be approved by shareholders, (b)
any sale, lease, transfer or other disposition by the Corporation of all
or any substantial part of the assets of the Corporation to any other
corporation, person or other entity, or (c) any issuance or delivery of
securities of the Corporation in exchange or payment for any securities,
properties or assets of any other person in a transaction in which the
authorization or approval of shareholders of the Corporation is required
by law or by any agreement to which the Corporation is a party, if as of
the record date for the determination of shareholders entitled to notice
thereof and to vote thereon or consent thereto, such other corporation,
person or entity which is a party to such transaction is the beneficial
owner, directly or indirectly, of more than 5% of the outstanding shares
of stock of the Corporation.
For purposes of this Article SEVENTH, (a) any
corporation, person or other entity shall be deemed to be the beneficial
owner of any shares of stock of the Corporation (i) which it owns
directly, whether or not of record, or (ii) which it has the right to
acquire pursuant to any agreement or understanding or upon exercise of
conversion rights, warrants or options, or otherwise, or (iii) which are
beneficially owned, directly or indirectly (including shares deemed owned
through application of clause (ii) above), by an "affiliate" or
"associate" (as defined below), or (iv) which are beneficially owned,
directly or indirectly (including shares deemed owned through application
of clause (ii), above) by any other corporation, person or entity with
which it or its "affiliate" or "associate" has any agreement, arrangement
or understanding for the purpose of acquiring, holding, voting or
disposing of stock of the Corporation, and (b) the outstanding shares of
any class of stock of the Corporation shall include shares deemed owned
through application of clauses (a) (ii), (iii) and (iv), above, but shall
not include any other shares which may be issuable pursuant to any
agreement, or upon exercise of conversion rights, warrants or options, or
otherwise.
The term "affiliate" is defined as:
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<PAGE>
An "affiliate" of, or a person "affiliated" with,
a specified person, is a person that directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common
control with, the persons specified.
The term "associate" is defined as:
The term "associate" used to indicate a
relationship with any person, means (1) any corporation or organization
(other than this Corporation or a majority-owned subsidiary of this
Corporation) of which such person is an officer or partner or is directly
or indirectly, the beneficial owner of 10% or more of any class of equity
securities, (2) any trust or other estate in which such person has a
substantial beneficial interest or as to which such person serves as
trustee or in a similar fiduciary capacity, and (3) any relative or spouse
of such person, or any relative of such spouse, who has the same home as
such person or who is a director or officer of this Corporation or any of
its parents or subsidiaries.
The provisions of this Article SEVENTH shall not be
applicable to (i) any merger or consolidation of the Corporation with or
into any other corporation, or any sale or lease of all or any substantial
part of the assets of the Corporation to any other corporation, person or
other entity, if the Board of Directors of the Corporation shall by
resolution have approved a memorandum of understanding, letter of intent
or agreement with such other corporation, person or entity with respect to
and substantially consistent with such transaction, prior to the time that
such other corporation, person or entity shall have become a beneficial
owner of more than 5% of the outstanding shares of stock of the
Corporation; or (ii) any merger or consolidation of the Corporation with,
or any sale of the Corporation or any subsidiary thereof of any of the
assets of, any corporation of which a majority of the outstanding shares
of stock is owned of record or beneficially by the Corporation and its
subsidiaries.
The Board of Directors shall have the power and duty
to determine for the purposes of this Article SEVENTH, on the basis of
information known to the Corporation, whether (i) such other corporation,
person or other entity beneficially owns more than 5% of the outstanding
shares of stock of the Corporation, (ii) such corporation, person or
entity is an "affiliate" or "associate" (as defined above) of another, and
(iii) the memorandum of understanding, letter of intent or agreement
referred to above is substantially consistent with the transaction covered
thereby. Any such determination shall be conclusive and binding for all
purposes of this Article SEVENTH.
No amendment to the Articles of Incorporation of the
Corporation shall amend, alter, change or repeal any of the provisions of
this Article SEVENTH, unless the amendment effecting such amendment,
alteration, change or repeal shall receive the affirmative vote of the
holders of at least seventy-five percent of the outstanding shares of all
classes of capital stock of the Corporation entitled to vote thereon.
EIGHTH: The Corporation was incorporated on April 10, 1947
under the provisions of the Act of the General Assembly, P.L. 364, May 5,
1933.
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EXHIBIT 4
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
THIS AMENDMENT NO.1 TO THE RIGHTS AGREEMENT (the "Amendment") is made as
of March 25, 1998 by and between TECHNITROL, INC., a Pennsylvania corporation
(the "Company"), and Registrar and Transfer Company, a New Jersey corporation
(the "Rights Agent").
BACKGROUND
WHEREAS, the Company and the Rights Agent entered into a Rights Agreement
dated as of August 30, 1996 (the "Rights Agreement"); and
WHEREAS, pursuant to Section 7.b. of the Rights Agreement, the purchase
price (the "Purchase Price") for each share of common stock, $0.125 par value
(the "Common Shares"), of the Company pursuant to the exercise of two Rights
was initially $125.00 (equivalent to $62.50 for each one-half of a Common
Share); and
WHEREAS, on February 28, 1997 the Company effected a two-for-one stock
split on its Common Shares in the form of a one hundred percent (100%) stock
dividend (the "Stock Split"); and
WHEREAS, pursuant to Section 11.a.(i) of the Rights Agreement, the Stock
Split caused an automatic reduction in the Purchase Price by one-half from
$125.00 (equivalent to $62.50 for each one-half of a Common Share) to $62.50
(equivalent to $31.25 for each one-half of a Common Share); and
WHEREAS, the Board of Directors of the Company on February 17, 1998,
after consultation with its investment bankers, determined an increase in the
Purchase Price was necessary in order to maintain the effectiveness of the
Rights Plan because of the increase in the stock price of the Company's Common
Shares, and accordingly, authorized an amendment to the Rights Agreement to
increase the Purchase Price from $62.50 (equivalent to $31.25 for each one-
half of a Common Share) to $135.00 (equivalent to $67.50 for each one-half of
a Common Share); and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement to increase the Purchase Price on the terms and conditions set forth
herein:
WHEREAS, the Company has the authority to amend the Rights Agreement
without any approval of the holders of Rights pursuant to Section 28 of the
Rights Agreement; and
NOW, THEREFORE, the parties hereto, in consideration of the premises and
agreements contained herein, intending to be legally bound hereby, agree as
follows:
1. Terms. Capitalized terms used herein and not otherwise defined
herein shall have the meaning given to such terms in the Rights Agreement.
<PAGE>
2. Amendment to Section 7.b. of the Rights Agreement. Section 7.b. of
the Rights Agreement is hereby amended by deleting the phrase "shall initially
be $125.00 (equivalent to $62.50 for each one-half of a Common Share)" in the
second line and substituting in its place the phrase "shall be $135.00
(equivalent to $67.50 for each one-half of a Common Share)".
3. Amendment to Section 24 of the Rights Agreement. Section 24 of the
Rights Agreement is hereby amended by deleting the phrase "after the date
hereof" in the fourth line and substituting in its place the phrase "after
February 28, 1997".
4. Amendment to Exhibit A of the Rights Agreement. The first paragraph
of Exhibit A of the Rights Agreement is hereby amended by deleting the phrase:
(a) "at a purchase price of $125.00 per Common Share (the
"Purchase Price" ) (equivalent to $62.50 for each one-half of a Common Share)"
in the eleventh line and substituting in its place the phrase "at a purchase
price of $135.00 per Common Share (the "Purchase Price" ) (equivalent to
$67.50 for each one-half of a Common Share)"; and
(b) "of September 9, 1996" in the last line and substituting in its
place the phrase "of March 25, 1998".
5. Amendment to Exhibit B of the Rights Agreement.
(a) The first paragraph of Exhibit B of the Rights Agreement is
hereby amended by deleting the phrase "at a price of $125.00 per Common Share
(the "Purchase Price" ) (equivalent to $62.50 for each one-half of a Common
Share)" in the sixth and seventh lines and substituting in its place the
phrase "at a purchase price of $135.00 per Common Share (the "Purchase Price"
) (equivalent to $67.50 for each one-half of a Common Share)"; and
(b) The last paragraph of Exhibit B of the Rights Agreement is
hereby amended by deleting the phrase "to a Current Report on Form 8-K" in the
second line and substituting in its place the phrase "to a Registration
Statement on Form 8-A".
6. Miscellaneous.
(a) The term "Agreement" as used in the Rights Agreement and the
Exhibits thereto shall be deemed to refer to the Rights Agreement as amended
hereby. The foregoing amendments shall be effective as of the date hereof
and, except as set forth herein, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
(b) This Amendment shall inure to the benefit of, and be binding
upon, the parties hereto and their respective successors and assigns and may
be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto by their duly elected officers
have executed this Agreement as of the date first above written.
ATTEST: TECHNITROL, INC.
By: \s\ Drew A. Moyer By:\s\ Albert Thorp, III
------------------------ ----------------------
Name: Drew A. Moyer Name: Albert Thorp, III,
Title: Secretary Title: Vice President-Finance
and Chief Financial Officer
ATTEST: REGISTRAR AND TRANSFER COMPANY
By:\s\ Thomas L. Montrone By:\s\ William P. Tattler
-------------------------- ---------------------------
Name: Thomas L. Montrone Name: William P. Tattler
Title: Secretary Title: Vice President
