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): MARCH 12, 2002
TECHNITROL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 001-05375 23-1292472
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
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 5. OTHER EVENTS.
Technitrol, Inc. (the "Company") announced on March 12, 2002 that based
on results from January and February and forecasts for March 2002, the Company
believes it will report a net loss of between $3.7 million and $4.2 million, or
$.11-$.13 per diluted share, excluding unusual and infrequent charges related to
restructuring actions and the previously announced cumulative effect of a change
in accounting principle, for its first fiscal quarter ending March 29, 2002.
Unusual and infrequent charges relating to restructuring actions are
expected to approximate $0.4 million pre-tax at AMI Doduco, consisting mainly of
additional severance-related expenses, and $2.25 million pre-tax at Pulse,
consisting mainly of expenses related to further employment reductions and
writedowns of certain assets. In total, these charges will amount to
approximately $.05 per share after-tax. Estimated annual savings generated by
these actions will exceed $2.2 million at Pulse and will approximate $0.5
million at AMI Doduco. Most of these savings will begin phasing in during the
second quarter of 2002 and accelerate as the year progresses.
As previously announced, first-quarter 2002 results also will include
charges of between $16 million and $19 million, or $.47-$.56 per diluted share,
related to an impairment of goodwill at AMI Doduco according to the new
accounting standard, "Goodwill and Other Intangible Assets" (FAS 142). The
goodwill impairment charge will be recorded as a cumulative effect of a change
in accounting principle and will not impact operating profit or cash flow.
Including the goodwill writedown and all unusual and infrequent items related to
restructuring, the Company indicated its first-quarter net loss will likely be
between $21 million and $25 million, or $.63-$.74 per diluted share.
In January and February, Pulse's revenues were weaker than the Company
previously expected, particularly in the telecom area. The Company now
anticipates first-quarter Pulse revenues to be in the range of $44 million to
$46 million. Pulse's restructuring efforts will continue into, and be completed
by the end of, the second quarter of 2002 and will consist largely of additional
capacity consolidation and reductions in operating expenses.
Demand has been sluggish at AMI Doduco, mirroring prevailing economic
conditions in North America and, of late, Europe. The Company anticipates
first-quarter revenues in this segment to be comparable to the previous quarter,
or in the $46 million to $48 million range. The Company plans to undertake
further consolidation activities with respect to AMI Doduco in the second
quarter of 2002, the final quarter in which it currently anticipates significant
unusual expenses at AMI Doduco.
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 that are based on current expectations, estimates, forecasts
and projections about the industries in which the Company operates, the
Company's beliefs and management's assumptions. Words such as "expects",
"believes", "estimates", "anticipates" and "plans" and variations of such words
and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and
involve certain risks, uncertainties and assumptions that are difficult to
predict. Therefore, these statements may differ materially from actual future
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events or results. These risks and uncertainties include: the failure of the
markets the Company serves to improve or to improve at the rate the Company
anticipates, the Company's ability to adequately respond to changes in
technology, the Company's ability to reduce its costs if the Company is forced
to reduce the selling price of its products, the Company's ability to avoid
inventory obsolescence, the Company's ability to capitalize on recent and future
acquisitions, the Company's ability to effectively manage its organization in
light of recent reorganization efforts and the Company's ability to respond to
competitive factors given current market conditions. This release should also be
read in conjunction with the factors set forth in the Company's report on Form
10-Q for the quarter ended September 28, 2001 in item 2 under the caption
"FACTORS THAT MAY AFFECT OUR FUTURE RESULTS (CAUTIONARY STATEMENTS FOR PURPOSES
OF THE `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
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Drew A Moyer
Corporate Secretary
Date: March 13, 2002