As filed with the Securities
and Exchange Commission on April
19, 2002.
Registration File No. 333-85271
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
----------------
TECHNITROL, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1292472
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1210 Northbrook Drive
Suite 385
Trevose, PA 19053
(215) 355-2900
(Address, including zip code, of principal executive offices)
TECHNITROL, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the plan)
Drew A. Moyer
Corporate Controller and Secretary
1210 Northbrook Drive
Suite 385
Trevose, PA 19053
(215) 355-2900
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
Ann Marie Janus, Esq.
Technitrol, Inc.
1210 Northbrook Drive
Suite 385
Trevose, PA 19053
(215) 355-2900
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered(1) Per Share(1) Offering Price(1) Registration Fee(1)
---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 0 shares $0 $0 $0
$.125 per share
===========================================================================================================================
(1) No shares are to be registered pursuant to this post-effective amendment.
This Post-Effective Amendment No. 1 (this "Amendment") to the Registration
Statement on Form S-8, Commission File No. 333-85271, filed on August 16, 1999
(the "Registration Statement"), is filed as of April 19, 2002.
All securities registered on the Registration Statement have been sold
pursuant to the Technitrol, Inc. Employee Stock Purchase Plan. The purpose of
this Amendment is to terminate the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in Trevose,
Pennsylvania on April 19, 2002.
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 Amendment
has been signed by the following persons in the capacities and as of the dates
indicated:
Signature Title Date
/s/ James M. Papada, III Chairman of the Board, President and April 19, 2002
-------------------------- Chief Executive Officer
James M. Papada, III
/s/ Albert Thorp, III Vice President of Finance and April 19, 2002
-------------------------- Chief Financial Officer
Albert Thorp, III
/s/ Drew A. Moyer Corporate Controller and April 19, 2002
------------------------- Secretary
Drew A. Moyer
* Director April 19, 2002
--------------------------
Stanley E. Basara
* Director April 19, 2002
--------------------------
John E. Burrows, Jr.
Director
--------------------------
Rajiv L. Gupta
* Director April 19, 2002
--------------------------
J. Barton Harrison
-------------------------- Director
David H. Hofmann
* Director April 19, 2002
--------------------------
Graham Humes
* Director April 19, 2002
--------------------------
Edward M. Mazze
Director
--------------------------
C. Mark Melliar-Smith
* Drew A. Moyer, by signing his name hereto, does sign this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons.
By: /s/ Drew A. Moyer
----------------------
Drew A. Moyer
Attorney-in-fact
EXHIBIT INDEX
The following exhibit is filed as part of this Amendment:
Exhibit Number Description
-------------- -----------
24 Power of Attorney authorizing the
signing of the Post-Effective
Amendment No. 1 to the Registration
Statement and amendments thereto on
behalf of the Registrant's
directors.