AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 2003
REGISTRATION NO. 33-35334
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TECHNITROL, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1292472
------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
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. 401(k) RETIREMENT SAVINGS PLAN, AS AMENDED
(Full title of the Plan)
DREW A. MOYER, VICE PRESIDENT, CORPORATE CONTROLLER AND SECRETARY
TECHNITROL, INC.
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:
Ann Marie Janus, General Counsel
Technitrol, Inc.
1210 Northbrook Drive
Suite 385
Trevose, PA 19053
--------------------------
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 and the term the "Plan" shall mean the Technitrol, Inc. 401(k)
Retirement Savings Plan, as amended.
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, previously filed by the Company or the Plan
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:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 27, 2002;
(b) the Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 2002;
(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 year covered by the annual
report referred to in subsection (a) 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/A dated July 5, 2000, including any amendments or reports filed for the
purpose of updating such description.
All documents filed by the Company or the Plan 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. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Pennsylvania Business Corporation Law generally provides that a
company shall have the power to indemnify its officers, directors and others
against liability incurred by them by reason of their position with the company
if such person acted in good faith and in a manner reasonably believed to be in,
or not opposed to, the best interest of the company, and, with respect to any
criminal action or proceeding related to a third-party action, the indemnified
party had no reasonable cause to believe his conduct was unlawful.
Section 1 of Article VII of the Company's Bylaws provides for
mandatory indemnification of directors and officers against third-party actions
in such circumstances. Section 2 of Article VII of the Company's Bylaws provides
for mandatory
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indemnification for any director or officer made party to any derivative suit if
he acted in good faith and in a manner reasonably believed to be in, or not
opposed to, the best interest of the Company; provided, however, no
indemnification against expenses will be made where the person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Company unless and to the extent that the applicable Court of Common
Pleas shall determine such person is fairly and reasonably entitled to
indemnity. Under Section 3 of Article VII, an independent determination of
disinterested directors, legal counsel or shareholders of the Company will
determine whether the person is entitled to indemnification under Sections 1 and
2, unless indemnification is ordered by a court. In addition, Section 5 of
Article VII of the Bylaws provides for advancement of expenses in advance of the
final disposition of any action, suit or proceeding upon receipt of an
undertaking, by or on behalf of the person who may be entitled to
indemnification under Sections 1, 2 and 4 of Article VII, to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified
by the Company.
The Pennsylvania Business Corporation Law also 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 Pennsylvania Business Corporation 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. Section 4 of Article VII of
the Company's Bylaws generally provides for mandatory indemnification of
officers and directors acting on behalf of the Company, except that
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. Indemnification under Section 4 will be
provided without the independent determination or court order required by
Section 3 as described above. The Company also has entered into an
Indemnification Agreement with each of the executive officers and directors of
the Company. The Indemnification Agreements provide the same scope of
indemnification as provided under the Bylaws. The Indemnification Agreements are
direct contractual obligations of the Company in favor of the directors and
officers. Therefore, in the event that the Bylaws are subsequently changed to
reduce the scope of indemnification, executive officers and directors with
Indemnification Agreements will not be affected by such changes.
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.
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Technitrol will submit or has submitted the Plan and any amendments
thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code of 1986, as amended.
Exhibits:
4.1 Technitrol, Inc. 401(k) Retirement Savings Plan, as amended
23.1 Consents of Certified Public Accountants
24.1 Power of Attorney (included in signature page on page II-5
herein)
Item 9. Undertakings.
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(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:
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(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 change in 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 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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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 Post-Effective Amendment No. 1 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Trevose,
Pennsylvania, on October 31, 2003.
TECHNITROL, INC.
By:/s/ James M. Papada, III
----------------------------------------------------
James M. Papada, III
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to 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 Drew A. Moyer 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/ James M. Papada, III Chairman, President and October 31, 2003
------------------------------------ Chief Executive Officer
James M. Papada, III (Principal Executive Officer)
/s/ Drew A. Moyer Vice President, Corporate October 31, 2003
------------------------------------ Controller and Secretary
Drew A. Moyer (Principal Financial and
Accounting Officer)
/s/ C. Mark Melliar-Smith Director October 31, 2003
------------------------------------
C. Mark Melliar-Smith
/s/ David H. Hofmann Director October 31, 2003
------------------------------------
David H. Hofmann
/s/ Graham Humes Director October 31, 2003
------------------------------------
Graham Humes
/s/ Edward M. Mazze Director October 31, 2003
------------------------------------
Edward M. Mazze
/s/ Stanley E. Basara Director October 31, 2003
------------------------------------
Stanley E. Basara
/s/ John E. Burrows, Jr. Director October 31, 2003
------------------------------------
John E. Burrows, Jr.
/s/Rajiv L. Gupta Director October 31, 2003
------------------------------------
Rajiv L. Gupta
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Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Post-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in Trevose,
Pennsylvania, on October 31, 2003.
TECHNITROL, INC. 401(k) RETIREMENT SAVINGS PLAN
By: Technitrol, Inc., as Plan Administrator
By:/s/ James M. Papada, III
----------------------------------------------------
James M. Papada, III
Chairman, President and Chief Executive Officer
EXHIBIT INDEX
Exhibit # Description
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4.1 Technitrol, Inc. 401(k) Retirement Savings Plan, as amended
23.1 Consents of Certified Public Accountants
24.1 Power of Attorney (included in signature page on page II-5 herein)
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