AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 2002
REGISTRATION NO. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
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
incorporation or organization) Identification No.)
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)
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DREW A. MOYER
CORPORATE CONTROLLER AND SECRETARY
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)
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Copies to:
JOHN F. DOUGHERTY, JR., ESQUIRE BABAK YAGHMAIE, ESQUIRE
ERIC D. SCHOENBORN, ESQUIRE ADAM M. DINOW, ESQUIRE
STRADLEY, RONON, STEVENS & YOUNG, LLP WILSON SONSINI GOODRICH & ROSATI,
2600 ONE COMMERCE SQUARE PROFESSIONAL CORPORATION
PHILADELPHIA, PENNSYLVANIA 19103-7098 12 EAST 49TH STREET, 30TH FLOOR
(215) 564-8000(T) NEW YORK, NEW YORK 10017
(215) 564-8120(F) (212) 999-5800(T)
(212) 999-5899(F)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement is declared effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration No.
333-81286
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1)(2) OFFERING PRICE(1) FEE (2)(3)
--------------------------- ---------- --------------- ----------------- ----------
Common Stock, $.125 par value per
share............................. 1,058,000 $22.93 $24,259,940 $2,232
(1) Estimated solely for the purpose of determining the registration fee.
(2) Pursuant to Rule 457(c), the average of the high and low prices per share
of the Common Stock reported on the New York Stock Exchange on April 10, 2002
has been used to determine the registration fee.
(3) Registrant filed a registration statement (Registration No. 333-81286) on
January 24, 2002 with a Proposed Maximum Aggregate Offering Price of
$175,500,000 and paid a filing fee of $16,146 pursuant to Rule 457(o)
promulgated under the Securities Act of 1933, as amended. On March 14, 2002, the
Registrant filed an amendment to such Registration Statement registering
5,290,000 shares of Common Stock resulting in a Proposed Maximum Aggregate
Offering Price of $123,997,600 and applied $11,408 of the initial filing fee for
payment of such filing fee which was calculated under Rule 457(c). Due to the
initial overpayment, Registrant has a credit of $4,738 that it is applying to
this filing fee and no further payment is being made in connection with this
filing.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both promulgated under the Securities Act of
1933, as amended. The contents of the Registration Statement on Form S-3
(Registration No. 333-81286) filed by Technitrol, Inc. with the Securities and
Exchange Commission on January 24, 2002, as amended, which was declared
effective on April 10, 2002, including the exhibits thereto and any prospectuses
and prospectus supplements filed pursuant thereto in accordance with Rule 424
promulgated under said Securities Act, are hereby incorporated herein by
reference. We are hereby filing this Registration Statement for the sole
purpose of increasing the aggregate amount of common stock issuable by 1,058,000
shares.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Trevose, Commonwealth of Pennsylvania, on April 10,
2002.
TECHNITROL, INC.
By: /s/ Drew A. Moyer
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Drew A. Moyer
Secretary
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.
Name Title Date
---- ----- ----
* Chairman, President and April 10, 2002
------------------------------------ Chief Executive Officer
James M. Papada, III (Principal Executive Officer)
* Vice President - Finance April 10, 2002
------------------------------------ and Chief Financial Officer
Albert Thorp, III (Principal Financial Officer)
/s/ Drew A. Moyer Corporate Controller and April 10, 2002
------------------------------------ Secretary
Drew A. Moyer (Principal Accounting Officer)
* Director April 10, 2002
------------------------------------
David H. Hofmann
* Director April 10, 2002
------------------------------------
J. Barton Harrison
* Director April 10, 2002
------------------------------------
Graham Humes
* Director April 10, 2002
------------------------------------
Edward M. Mazze
* Director April 10, 2002
------------------------------------
Stanley E. Basara
* Director April 10, 2002
------------------------------------
John E. Burrows, Jr.
* Director April 10, 2002
------------------------------------
Rajiv L. Gupta
* Director April 10, 2002
------------------------------------
C. Mark Melliar-Smith
*By: /s/ Drew A. Moyer
---------------------------------
Drew A. Moyer
As Attorney-In-Fact
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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5 Opinion of Stradley, Ronon, Stevens & Young LLP
23.1 Consent of KPMG LLP
23.2 Consent of Stradley, Ronon, Stevens & Young LLP (included in
Exhibit 5)
24 Power of Attorney (incorporated by reference to Exhibit 24.1
to the Company's Registration Statement on Form S-3 dated
January 24, 2002, File Number 333-81286).