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): MAY 23, 2001
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TECHNITROL, INC.
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(Exact Name of registrant as specified in its charter)
PENNSYLVANIA 001-05375 23-1292472
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
1210 NORTHBROOK DR., SUITE 385, TREVOSE, PA 19053
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (215) 355-2900
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
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Technitrol, Inc.'s wholly-owned subsidiary, Pulse Engineering, Inc.
("Pulse"), entered into an Agreement and Plan of Merger (the "Merger Agreement")
by and among Pulse, Excelsus Technologies, Inc. ("Excelsus"), certain principal
shareholders of Excelsus and Pulse Acquisition Corporation, a direct
wholly-owned subsidiary of Pulse (the "Merger Sub"), dated as of May 23, 2001.
Pursuant to the Merger Agreement, Merger Sub shall be merged with and into
Excelsus with Excelsus as the surviving corporation as a wholly-owned subsidiary
of Pulse (the "Merger"). The merger consideration to be paid for Excelsus will
be $87.5 million in cash, subject to adjustment at closing. Excelsus is a
producer of customer-premises digital subscriber line (DSL) filters and other
broadband accessories which recorded revenues of approximately $40 million in
2000, representing a leading share of the end-user DSL microfilter market. The
Merger is subject to various conditions, including, among other things,
regulatory approval and approval by Excelsus' shareholders. The Merger is
scheduled to be completed in early July of 2001.
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. These statements may differ materially from actual future
events or results. This release should be read in conjunction with the factors
set forth in Technitrol's report on Form 10-Q for the quarter ended March 30,
2001 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)."
SIGNATURE
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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: May 30, 2001