sv8
As filed with the Securities and Exchange Commission on November 29, 2005
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TECHNITROL, INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania
(State or other jurisdiction of
incorporation or organization)
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23-1292472
(I.R.S. Employer Identification Number) |
1210 Northbrook Drive
Suite 470
Trevose, 19053
(215) 355-2900
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
Technitrol, Inc. Board of Directors Stock Plan
(Full title of the Plan)
Drew A. Moyer
Senior Vice President and Chief Financial Officer
Technitrol, Inc.
1210 Northbrook Drive, Suite 470
Trevose, PA 19053
(215) 355-2900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of |
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Proposed maximum |
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Proposed maximum |
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securities to be |
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Amount to be |
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offering price |
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aggregate offering |
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Amount of |
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registered |
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registered (1) |
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per share (2) |
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price (3) |
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registration fee |
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Common Stock, $.125
par value per share |
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45,000 |
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$16.77 |
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$754,650 |
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$80.75 |
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(1) |
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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. In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the Securities Act) this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan. |
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(2) |
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Pursuant to Rule 457(c) and (h) under the Securities Act, the average of the high and low
prices per share of the Common Stock reported on the New York Stock Exchange on November 25,
2005 has been used to determine the registration fee. |
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(3) |
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Estimated solely for the purpose of determining the registration fee. |
TABLE OF CONTENTS
EXPLANATORY NOTE
This Registration Statement relates to an amendment to the Technitrol, Inc. Board of Directors
Stock Plan to increase the number of common shares authorized to be issued under the Plan from
60,000 (adjusted for the stock dividend effective November 27, 2000) to 105,000 shares. The
contents of Technitrols Registration Statement on Form S-8 with respect to the Plan, registration
no. 333-55751, filed with the Securities and Exchange Commission (the Commission) on June 1,
1998, is hereby incorporated by reference pursuant to Instruction E of Form S-8. Also pursuant to
Instruction E of Form S-8, the filing fee is being paid only with respect to the 45,000 common
shares not previously registered.
Item 8. Exhibits.
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Exhibit No. |
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Description |
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4.1
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Technitrol, Inc. Board of Directors Stock Plan, as amended |
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5.1
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Opinion of Counsel |
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23.1
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Consent of Independent Registered Public Accounting Firm |
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24.1
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Power of Attorney (included in signature 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 Trevose, Pennsylvania, on November 29, 2005.
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TECHNITROL, INC. |
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/s/ James M. Papada, III |
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James M. Papada, III |
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Chairman, President and |
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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 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.
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Name |
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Title |
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Date |
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/s/ James M. Papada, III
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Chairman, President and
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November 29, 2005 |
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Chief Executive Officer |
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(Principal Executive Officer) |
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/s/ Drew A. Moyer
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Senior Vice President and
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November 29, 2005 |
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Chief Financial Officer |
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(Principal Financial and |
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Accounting Officer) |
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/s/ Alan E. Barton |
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Director |
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November 29, 2005 |
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Name |
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Title |
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Date |
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/s/ John E. Burrows, Jr. |
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Director |
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November 29, 2005 |
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/s/ David H. Hofmann |
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Director |
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November 29, 2005 |
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/s/ Dennis J. Horowitz |
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Director |
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November 29, 2005 |
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/s/ Edward M. Mazze |
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Director |
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November 29, 2005 |
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/s/ C. Mark Melliar-Smith |
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Director |
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November 29, 2005 |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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4.1
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Technitrol, Inc. Board of Directors Stock Plan, as amended |
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5.1
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Opinion of Counsel |
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23.1
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Consent of Independent Registered Public Accounting Firm |
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24.1
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Power of Attorney (included in signature page) |