SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 9, 2003
Technitrol, Inc.
(Exact Name of registrant as specified in its charter)
Pennsylvania 001-05375 23-1292472
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1210 Northbrook Dr., Suite 385, Trevose, PA 19053
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 355-2900
Not Applicable
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On January 9, 2003, Technitrol, Inc., through its subsidiary, Pulse,
acquired 100% of the corporate capital of Eldor High Tech Wire Wound Components
S.r.l., a company incorporated under the laws of Italy ("Eldor") pursuant to a
Share Purchase Agreement entered into on January 9, 2003 (the "Purchase
Agreement"), between Pulse Singapore and Forfin Holdings B.V.
The consideration paid for Eldor was approximately $84 million in
cash subject to post-closing adjustment based on the audit of certain financial
performance measures of Eldor for 2002. The purchase price was determined
through negotiations between the parties taking into account various factors
including, but not limited to, the nature and monetary and strategic value of
the business being acquired; historical and projected sales, gross profits and
cash flows of Eldor. The funds for the purchase price were obtained from
internal cash reserves.
Eldor is a producer of flyback transformers, switch-mode
transformers and other components for European consumer electronics
manufacturers. Its customers are primarily in the television market. Technitrol
expects Eldor to continue in the same line of business within Technitrol's
Electronic Components Segment.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Description
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2 Share Purchase Agreement , entered into on January 9, 2003 between
Pulse Electronics (Singapore) Pte. Ltd. And Forfin Holdings B.V. The
schedules and exhibits to the Share Purchase Agreement are listed at
the end of the Share Purchase Agreement but have been omitted from
this Form 8-K. The Registrant agrees to supplementally furnish a
copy of any omitted schedule or exhibit to the Securities and
Exchange Commission upon request.
Cautionary Note: This current report on Form 8-K contains "forward
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially. This Form 8-K should
be read in conjunction with the factors set forth in Technitrol's report on Form
10-Q for the quarter ended September 27, 2002 in Item 2 under the caption
"Factors that May Affect Our Future Results (Cautionary Statements for Purposes
of `Safe Harbor' Provisions of the Private Securities Litigation Reform Act of
1995)."
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TECHNITROL, INC.
By: /s/ Drew A. Moyer
--------------------------------
Drew A Moyer
Corporate Secretary
Date: January 9, 2003
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EXHIBIT INDEX
Exhibit Description
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2 Share Purchase Agreement , entered into on January 9, 2003 between
Pulse Electronics (Singapore) Pte. Ltd., and Forfin Holdings B.V.
3