-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J74Y6jIGbSZm7yJq8ABcbl1zMg1WRNSN3VN/qundzimRE252JwIz3XPaA9BmIyr/ eqQWxX7v4oXos9yryOfPNA== 0000904280-01-500036.txt : 20010629 0000904280-01-500036.hdr.sgml : 20010629 ACCESSION NUMBER: 0000904280-01-500036 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010628 EFFECTIVENESS DATE: 20010628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECHNITROL INC CENTRAL INDEX KEY: 0000096763 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 231292472 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-64060 FILM NUMBER: 1670330 BUSINESS ADDRESS: STREET 1: 1210 NORTHBROOK DR STREET 2: SUITE 385 CITY: TREVOSE STATE: PA ZIP: 19053 BUSINESS PHONE: 2153552900 MAIL ADDRESS: STREET 1: 1210 NORTHBROOK DR STREET 2: STE 385 CITY: TREVOSE STATE: PA ZIP: 19053 S-8 1 technitrol_espps8.txt S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 2001 REGISTRATION NO. 333-_________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ 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 (I.R.S. Employer of incorporation or organization) Identification Number) 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) TECHNITROL, INC. 2001 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, including zip code, and telephone number, including area code, of agent for service) _________________________ Copies to: ERIC D. SCHOENBORN, ESQUIRE STRADLEY, RONON, STEVENS & Young, LLP WOODLAND FALLS CORPORATE PARK 210 LAKE DRIVE EAST, SUITE 102 CHERRY HILL, NEW JERSEY 08002 _________________________
- ---------------------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------- AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION SHARE PRICE (3) FEE - ---------------------------------------------------------------------------------------------------------------------- Common Stock, $.125 par value per share 1,600,000 $21.06 (2) $33,696,000 $8,424 shares - ----------------------------------------------------------------------------------------------------------------------
(1) Such additional, indeterminable number of shares that may be issuable by reason of the anti-dilution provisions of the Technitrol, Inc. Employee Stock Purchase Plan (the "Plan") is hereby registered. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan. (2) Pursuant to Rule 457(h)(1) and (c), the average of the high and low prices per share of the Common Stock reported on the New York Stock Exchange on June 26, 2001 has been used to determine the registration fee. (3) Estimated solely for the purpose of determining the registration fee. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT As used in this Registration Statement, unless the context otherwise requires, the terms "Technitrol" and the "Company" mean Technitrol, Inc. and its subsidiaries and the term the "Plan" shall mean the Technitrol, Inc. 2001 Employee Stock Purchase Plan. Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents, previously filed by the Company with the U.S. Securities and Exchange Commission (the "COMMISSION") pursuant to the Securities Exchange Act of 1934, as amended (the "1934 ACT"), are hereby incorporated by reference in this Registration Statement, except as superseded or modified herein: (a) the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2000; (b) all other reports filed by the Company pursuant to Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered by the Annual Report referred to in (a) above; and (c) the description of the Company's common stock, par value $.125 per share ("COMMON STOCK"), contained in the Company's Registration Statement on Form 8-A/A dated July 5, 2000, including any amendments or reports filed for the purpose of updating such description. All documents filed by the Company or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Item 4. Description of Securities. ------------------------- Not Applicable. Item 5. Interests of Named Experts and Counsel. -------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers. ----------------------------------------- The Pennsylvania Business Corporation Law generally provides that a company shall have the power to indemnify its officers, directors and other parties acting on behalf of the company if such person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the company, and, with respect to any criminal action or proceeding, the indemnified party had no reasonable cause to believe his conduct was unlawful. Sections 1 and 2 of Article VII of the Company's Bylaws provide for mandatory indemnification in such circumstances. Under Section 3 of Article VII, an independent determination of disinterested directors, legal counsel or shareholders of the Company will determine whether the person is entitled to indemnification under Sections 1 and 2. In addition, Section 5 of Article VII of the Bylaws provides for advancement of expenses in advance of the final disposition of any action, suit or proceeding upon receipt of an undertaking, by or on behalf of the person who may be entitled to indemnification under Sections 1, 2 and 4 of Article VII, to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company. The Pennsylvania Business Corporation Law also permits a corporation to include in its bylaws, and in agreements between the corporation and its directors and officers, provisions expanding the scope of indemnification beyond that specifically provided by the current law; provided; however, indemnification shall not be permitted in any case where the act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Section 4 of Article VII of the Company's Bylaws generally provides for mandatory indemnification of officers and directors acting on behalf of the Company, except that indemnification shall not be permitted in any case where the act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Indemnification under Section 4 will be provided without the independent determination required by Section 3 as described above. In addition, the Company maintains directors and officers insurance under which its directors and officers are insured against certain liabilities that may be incurred by them in their capacities as such. Item 7. Exemption from Registration Claimed. ----------------------------------- Not applicable. Item 8. Exhibits. -------- (a) Exhibits: 4.1 Technitrol, Inc. 2001 Employee Stock Purchase Plan. 5.1 Opinion of Counsel as to legality of Securities being registered. 23.1 Consent of Counsel (contained in Exhibit 5.1). 23.2 Consent of Certified Public Accountants. 24.1 Power of Attorney (included in signature page on page II-4 herein). Item 9. Undertakings. ------------ (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended ("1933 ACT"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the 1934 Act that are incorporated by reference in the registration statement. II-2 (2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the 1934 Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Trevose, Pennsylvania, on June 28, 2001. 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 Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Drew A. Moyer and James M. Papada, III, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Name Title Date - ---- ----- ---- /s/ James M. Papada, III Chairman, President and June 28, 2001 - --------------------------- Chief Executive Officer James M. Papada, III (Principal Executive Officer) /s/ Albert Thorp, III Vice President - Finance June 28, 2001 - --------------------------- and Chief Financial Officer Albert Thorp, III (Principal Financial Officer) /s/ Drew A. Moyer Corporate Controller and June 28, 2001 - --------------------------- Secretary Drew A. Moyer (Principal Accounting Officer) /s/ David H. Hofmann Director June 28, 2001 - --------------------------- David H. Hofmann /s/ J. Barton Harrison Director June 28, 2001 - --------------------------- J. Barton Harrison /s/ Graham Humes Director June 28, 2001 - --------------------------- Graham Humes /s/ Edward M. Mazze Director June 28, 2001 - --------------------------- Edward M. Mazze /s/ Stanley E. Basara Director June 28, 2001 - --------------------------- Stanley E. Basara /s/ John E. Burrows, Jr. Director June 28, 2001 - --------------------------- John E. Burrows, Jr. /s/ Rajiv L. Gupta Director June 28, 2001 - --------------------------- Rajiv L. Gupta II-4 Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Trevose, Pennsylvania, on June 28, 2001. TECHNITROL, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN By: Technitrol, Inc. Executive Compensation Committee, as Plan Administrator By: /s/ John E. Burrows, Jr. ---------------------------------------------- John E. Burrows, Jr., Chairman II-5 EXHIBIT INDEX Exhibit # Description --------- ----------- 4.1 Technitrol, Inc. 2001 Employee Stock Purchase Plan. 5.1 Opinion of Counsel as to legality of Securities being registered. 23.1 Consent of Counsel (contained in Exhibit 5.1). 23.2 Consent of Certified Public Accountants. 24.1 Power of Attorney (included in signature page on page II-4 herein). EX-4 2 technitrol4_1espps8.txt EXHIBIT 4.1 EXHIBIT 4.1 ----------- TECHNITROL, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN 1. PURPOSE. ------- The purpose of this Plan is to provide an opportunity for Employees of Technitrol, Inc. (the "Company") and its Designated Subsidiaries to purchase Common Stock of the Company and thereby to have an additional incentive to contribute to the success of the Company. It is the intention of the Company that the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), although the Company makes no undertaking nor representation to maintain such qualification. In addition, this Plan authorizes the grant of options and issuance of Common Stock which do not qualify under Section 423 of the Code pursuant to sub-plans adopted by the Committee designed to achieve desired tax or other objectives in particular locations outside the United States. 2. DEFINITIONS. ----------- (a) "Board" shall mean the Board of Directors of Technitrol, Inc. ----- (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. ---- (c) "Committee" shall mean the committee appointed by the Board in --------- accordance with Section 12 of the Plan. (d) "Common Stock" shall mean the common stock of Technitrol, Inc., par ------------ value $.125 per share, or any stock into which such Common Stock may be converted. (e) "Company" shall mean Technitrol, Inc., a Pennsylvania corporation. ------- (f) "Designated Subsidiary" shall mean any Subsidiary which has been ---------------------- designated by the Committee as eligible to participate in the Plan with respect to its Employees. (g) "Employee" shall mean an individual classified as an employee by the -------- Company or a Designated Subsidiary on the payroll records of the Company or the Designated Subsidiary during the relevant participation period and who works at least 20 hours per week and at least five months per year. (h) "Fair Market Value" shall mean the value of one share of Common Stock ------------------- on the relevant date, determined as follows: (1) If the shares are traded on an exchange (including the NASDAQ National Market System), the reported "closing price" on the relevant date (e.g., the Offering Date or Purchase Date) assuming it is a trading day; otherwise on the next trading day; (2) If the shares are traded over-the-counter with no reported closing price, the mean between the lowest bid and the highest asked prices on said system on the relevant date assuming it is a trading day; otherwise on the next trading day; and (3) If neither (1) nor (2) applies, the fair market value as determined by the Committee in good faith. Such determination shall be conclusive and binding on all persons. (i) "Offering Date" shall mean the first business day of each Offering -------------- Period. (j) "Offering Period" shall mean a period of six months duration (or such ---------------- other period of time announced by the Committee) commencing on the Offering Date during which a Participant is granted an option to purchase Common Stock. (k) "Participant" shall mean a participant in the Plan as described in ----------- Section 4 of the Plan. (l) "Pay" shall mean an Employee's base cash pay (excluding variable cash --- payments such as sales commissions, incentive bonuses and the like) paid on account of personal services rendered by the Employee to the Company or a Designated Subsidiary, without deduction for pre-tax contributions of the Employee which are part of deferred pay or benefit plans maintained by the Company or a Designated Subsidiary. (m) "Plan" shall mean this Technitrol, Inc. 2001 Employee Stock Purchase ---- Plan. (n) "Purchase Date" shall mean the last business day of each Purchase -------------- Period. (o) "Purchase Period" shall mean a six-month period (or other period as ---------------- announced by the Committee) within each Offering Period. (p) "Shareholder" shall mean a record holder of shares entitled to vote ----------- shares of Common Stock under the Company's bylaws. (q) "Subsidiary" shall mean any subsidiary corporation in an unbroken chain ---------- of corporations beginning with the Company, as described in Section 424(f) of the Code. 3. ELIGIBILITY. ----------- 3.1 Any Employee regularly employed by the Company or by any Designated Subsidiary on an Offering Date shall be eligible to participate in the Plan with respect to the Offering Period commencing on such Offering Date, provided that the Committee may establish administrative rules requiring that employment commence some minimum period prior to an Offering Date for the Employee to be eligible to participate with respect to the Offering Period beginning on that Offering Date. The Committee also may determine that a designated group of Employees are ineligible to participate in the Plan so long as the excluded category fits within the definition of "highly compensated employee" in Section 414(q) of the Code. 3.2 No Employee may participate in the Plan if immediately after an option is granted the Employee owns or is considered to own (within the meaning of Section 424(d) of the Code), shares of capital stock, including stock which the Employee may purchase by conversion of convertible securities or under outstanding options granted by the Company, possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any of its Subsidiaries. -2- 3.3 All Employees who participate in the Plan shall have the same rights and privileges under the Plan except for differences which may be mandated by local law and which are consistent with Section 423(b)(5) of the Code; provided, however, that Employees participating in a sub-plan adopted pursuant to Section 13 which is not designed to qualify under Section 423 of the Code need not have the same rights and privileges as Employees participating in a plan designed to qualify under Section 423 of the Code. The Committee may impose restrictions on eligibility and participation of Employees to facilitate compliance with federal or state securities laws or foreign laws. 4. PARTICIPATION AND WITHDRAWAL. ---------------------------- 4.1 An Employee who is eligible to participate in the Plan in accordance with Section 3 may become a Participant by filing, on a date prescribed by the Committee prior to an applicable Offering Date, a completed payroll deduction authorization and Plan enrollment form provided by the Company or by following an electronic or other enrollment process as prescribed by the Committee. An eligible Employee may authorize payroll deductions at the rate of any whole percentage of the Employee's Pay, not to exceed ten percent (10%) of the Employee's Pay, or such lesser or greater percentage, as specified by the Committee, for the Purchase Period. All payroll deductions may be held by the Company or the Designated Subsidiary and commingled with its other corporate funds. No interest shall be paid or credited to the Participant with respect to such payroll deductions except where required by local law as determined by the Committee. A separate bookkeeping account for each Participant shall be maintained by the Company under the Plan and the amount of each Participant's payroll deductions shall be credited to such account. Unless otherwise specified by the Committee, payroll deductions with respect to eligible Employees in the United States shall be in U.S. dollars and with respect to eligible Employees outside the United States in the currency in which their Pay is paid by the Designated Subsidiary. Payroll deductions with respect to eligible Employees paid in currencies other than U.S. dollars shall be accumulated in local (non-U.S.) currency and converted to U.S. dollars as of the Purchase Date. 4.2 Unless otherwise determined by the Committee, a Participant may decrease (but not increase) his or her rate of payroll deductions not more than one time in any Purchase Period in accordance with procedures prescribed by the Committee. A Participant may increase his or her rate of payroll deductions effective as of the first payroll date following the next Purchase Date by filing a new payroll deduction authorization and Plan enrollment form or by following electronic or other procedures prescribed by the Committee. If a Participant has not followed such procedures to change the rate of payroll deductions, the rate of payroll deductions shall continue at the originally elected rate throughout the Purchase Period and future Purchase Periods (or any lower maximum rate as established by the Committee then in effect). 4.3 (a) Under procedures established by the Committee, a Participant may discontinue participation in the Plan at any time during a Purchase Period by completing and filing a new payroll deduction authorization and Plan enrollment form with the Company or by following electronic or other procedures prescribed by the Committee. (b) If a Participant discontinues participation during a Purchase Period, his or her accumulated payroll deductions will remain in the Plan for purchase of shares as specified in Section 6 on the following Purchase Date, but the Participant will not again participate until he -3- or she re-enrolls in the Plan. The Committee may establish rules limiting the frequency with which Participants may discontinue and resume payroll deductions under the Plan and may impose a waiting period on Participants wishing to resume payroll deductions following discontinuance. The Committee also may change the rules regarding discontinuance of participation or changes in participation in the Plan. Unless the Committee establishes rules to the contrary, a Participant who discontinues participation during a Purchase Period will not be eligible to again participate until the second Offering Period beginning after the date he or she discontinues participation in the Plan (for example, if Offering Periods begin on February 1 and August 1, and a Participant discontinues participation on March 1, he or she, absent a contrary rule by the Committee, could not re-enroll until February 1st of the following year). Re-enrollment in the Plan is governed by the provisions of Section 4.1. (c) In the event any Participant's employment with the Company or any Subsidiary terminates for any reason (including death) or for no reason prior to the expiration of a Purchase Period, the Participant's participation in the Plan shall terminate and all accumulated payroll deductions credited to the Participant's account shall be paid to the Participant or the Participant's estate without interest (except where required by local law). Whether a termination of employment has occurred shall be determined by the Committee whose determination shall be final and binding on all parties. The Committee also may establish rules regarding when leaves of absence or change of employment status will be considered to be a termination of employment, and the Committee may establish termination of employment procedures for this Plan which are independent of similar rules established under other benefit plans of the Company and its Subsidiaries. 4.4 Unless a Participant discontinues participation in the Plan with respect to an Offering Period, such participant will automatically participate in each succeeding Offering Period. Such Participant is not required to file an additional enrollment form to continue participation in the Plan. 5. OFFERING. -------- 5.1 The maximum number of shares of Common Stock which may be issued pursuant to the Plan shall be 1,000,000 shares provided, however, that such amount will be automatically increased annually beginning on August 1, 2002 in an amount equal to the least of (a) 200,000 shares, (b) two percent (2%) of the outstanding Common Stock as of the last day of the prior fiscal year or (c) such amount as may be determined by the Board of Directors (but failing such determination the lesser of (a) or (b)). 5.2 Unless otherwise announced by the Committee, the Offering Periods of this Plan shall be of six months duration commencing on August 1 and February 1 of each year and ending on January 31 and July 31 of each year. The Committee shall have the power to change the duration of Offering Periods with respect to offerings without shareholder approval if such change is announced at least 15 days prior to the scheduled beginning of the next Offering Period to be affected. 5.3 Enrollment by an eligible Employee in this Plan with respect to an Offering Period will constitute the grant (as of the Offering Date) by the Company to the Participant of an option to purchase on an applicable Purchase Date within the Offering Period up to that number -4- of shares of Common Stock of the Company determined by dividing the Participant's accumulated payroll deductions and other amounts credited to the Participant's account during such Purchase Period by the lower of (i) 85% (or such greater number as the Committee may determine with respect to any Offering Period) of the Fair Market Value of a share of Common Stock on the Offering Date or (ii) 85% (or such greater number as the Committee may determine with respect to any Offering Period) of the Fair Market Value of a share of Common Stock on the Purchase Date; provided, however, that the number of shares of the Company's Common Stock subject to any option granted pursuant to this Plan shall not exceed the lesser of (x) the maximum number of shares which may be purchased pursuant to Section 5.4 below, with respect to the applicable Purchase Date or (y) the maximum number of shares set by the Committee pursuant to Section 5.5 below, with respect to the applicable Purchase Date. 5.4 With respect to each Purchase Period, no more than 200% of the number of shares of Common Stock determined by dividing the Participant's payroll deductions and other payments accumulated in his account during the Purchase Period by 85% of the fair market value of a share of Common Stock on the Offering Date may be purchased by a Participant on any single Purchase Date. 5.5 No Participant shall be entitled to purchase more than the Maximum Share Amount (as defined below) on any single Purchase Date. Not less than 30 days prior to the commencement of any Offering Period, the Committee may, in its sole discretion, set a maximum number of shares which may be purchased by any Participant on any single Purchase Date (hereinafter the "Maximum Share Amount"). Unless otherwise determined by the Committee, the Maximum Share Amount is that permitted under Section 5.4 above but the Committee may not set a Maximum Share Amount in excess thereof. If a new Maximum Share Amount is set by the Committee, all participants must be notified of such Maximum Share Amount prior to commencement of the next Offering Period. The Maximum Share Amount shall continue to apply with respect to all succeeding Purchase Dates and Offering Periods unless revised by the Committee as set forth above. 5.6 If the number of shares to be purchased on a Purchase Date by Participants exceeds the number of shares then available for issuance under the Plan, the Company will make a pro rata allocation of the remaining shares as shall be reasonably practicable and as the Committee, in its absolute discretion, shall determine to be equitable. In such event, the Company shall give written notice of such reduction of the number of shares to be purchased under a Participant's option to each Participant affected. 5.7 Notwithstanding any other provision of the Plan to the contrary, no Employee participating in the Plan shall be granted an option to purchase Common Stock under the Plan and all employee stock purchase plans of the Company and its Subsidiaries adopted under Sec. 423 of the Code at a rate which in the aggregate exceeds $25,000 of the Fair Market Value of such Common Stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time. The foregoing sentence shall be interpreted so as to comply with Section 423(b)(8) of the Code. -5- 6. PURCHASE OF STOCK. ----------------- Upon the expiration of each Purchase Period, a Participant's option shall be exercised automatically for the purchase of that number of whole shares of Common Stock specified in Section 5.3, subject to the limitations contained in Section 5. Any remaining amounts in the Participant's account shall remain in the account and shall be applied in the next Purchase Period towards the purchase of shares of Common Stock. 7. PAYMENT AND DELIVERY. -------------------- 7.1 Upon the exercise of an option on each Purchase Date, the Company shall deliver (by electronic or other means) to the Participant a record of the Common Stock purchased, except as specified below. The Committee may permit or require that shares be deposited directly with a broker designated by the Committee (or a broker selected by the Committee) or to a designated agent of the Company, and the Committee may utilize electronic or automated methods of share transfer. The Committee may require that shares be retained with such broker or agent for a designated period of time (and may restrict dispositions during that period) and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares or to restrict transfer of such shares. The Committee may require that shares purchased under the Plan shall automatically participate in a dividend reinvestment plan or program maintained by the Company. The Company shall retain the amount of payroll deductions and other payments used to purchase Common Stock as full payment for the Common Stock and the Common Stock shall then be fully paid and non-assessable. No Participant shall have any voting, dividend, or other shareholder rights with respect to shares subject to any option granted under the Plan until the shares subject to the option have been purchased and issued. 7.2 The Committee, in its discretion, may impose restrictions on the transferability of shares of Common Stock acquired pursuant to this Plan, and may cause to be placed on all stock certificates or other evidences of ownership, legends or other indicators setting forth any such restrictions on transferability. Such restrictions shall apply uniformly to all Participants. 8. RECAPITALIZATION. ---------------- 8.1 If after the grant of an option, but prior to the purchase of Common Stock under the option, there is any increase or decrease in the number of outstanding shares of Common Stock because of a stock split, stock dividend, combination or recapitalization of shares subject to options, the number of shares to be purchased pursuant to an option, the share limit of Sections 5.4 and 5.5 and the maximum number of shares specified in Section 5.1 shall be proportionately increased or decreased, the terms relating to the purchase price with respect to the option shall be appropriately adjusted by the Committee, and the Committee shall take any further actions which, in the exercise of its discretion, may be necessary or appropriate under the circumstances. 8.2 The Committee's determinations under this Section 8 shall be conclusive and binding on all parties. -6- 9. MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS. --------------------------------------------------- 9.1 In the event of the proposed liquidation or dissolution of the Company, the Purchase Period then in progress will terminate immediately prior to the consummation of such proposed liquidation or dissolution, unless otherwise provided by the Committee in its sole discretion, and all outstanding options shall automatically terminate and the amounts of all payroll deductions will be refunded without interest to the Participants. 9.2 In the event of a proposed "change of control" of the Company, (1) each option shall be assumed or an equivalent option shall be substituted by the successor corporation or parent or subsidiary of such successor corporation, or (2) a date established by the Board on or before the date of consummation of such change of control shall be treated as the Purchase Date for the then Purchase Period and all amounts remaining in the Participant's account shall be paid to the Participant without interest except where otherwise required by law. For purposes of this Section 9.2, "change of control" means the occurrence of either of the following events: (1) any "Person" or "Persons" as defined in Sections 13(b) and 14(b) of Securities Exchange Act of 1934, as amended (the "Act"), is or becomes the "Beneficial Owner" (as defined in Rule 13(d)-3 of the Act), directly or indirectly, of securities of the Company representing more than twenty-five percent (25%) of the combined voting power of the Company's then outstanding securities or (2) more than fifty percent (50%) of the assets of the Company, which are used to generate more than fifty percent of the earnings of the Company in any one of the last three fiscal years, are disposed of, directly or indirectly, by the Company (including stock or assets of a subsidiary(ies)) in a sale, exchange, merger, reorganization or similar transaction. 10. TRANSFERABILITY. --------------- Options granted to Participants may not be voluntarily or involuntarily assigned, transferred, pledged, or otherwise disposed of in any way, and any attempted assignment, transfer, pledge, or other disposition shall be null and void and without effect. If a Participant in any manner attempts to transfer, assign or otherwise encumber his or her rights or interest under the Plan, other than as permitted by the Code, such act shall be treated as an election by the Participant to discontinue participation in the Plan pursuant to Section 4.3. 11. AMENDMENT OR TERMINATION OF THE PLAN. ------------------------------------ 11.1 The Plan shall continue until July 31, 2011, unless previously terminated in accordance with Section 11.2. 11.2 The Board may, in its sole discretion, insofar as permitted by law, terminate or suspend the Plan, or revise or amend it in any respect whatsoever, except that, without approval of the shareholders, no such revision or amendment shall: (a) increase the number of shares subject to the Plan, other than an adjustment under Sections 5.1 or 8 of the Plan; -7- (b) modify the requirements as to eligibility for participation in the Plan, except as otherwise specified in this Plan; (c) reduce the purchase price consistent with Section 5.3; (d) extend the term of the Plan beyond the date specified in Section 11.1; or (e) amend this Section 11.2 to defeat its purpose. 12. ADMINISTRATION. -------------- 12.1 The Board shall appoint a Committee consisting of at least two members who will serve for such period of time as the Board may specify and who may be removed by the Board at any time. The Committee will have the authority and responsibility for the day-to-day administration of the Plan, the authority and responsibility specifically provided in this Plan and any additional duties, responsibility and authority delegated to the Committee by the Board, which may include any of the functions assigned to the Board in this Plan. The Committee may delegate to one or more individuals the day-to-day administration of the Plan. The Committee shall have full power and authority to promulgate any rules and regulations which it deems necessary for the proper administration of the Plan, to interpret the provisions and supervise the administration of the Plan, to make factual determinations relevant to Plan entitlements, to adopt sub-plans applicable to specified Subsidiaries or locations and to take all action in connection with administration of the Plan as it deems necessary or advisable, consistent with the delegation from the Board. Decisions of the Board and the Committee shall be final and binding upon all participants. Any decision reduced to writing and signed by a majority of the members of the Committee shall be fully effective as if it had been made at a meeting of the Committee duly held. The Company shall pay all of the Company's expenses incurred in the administration of the Plan. 12.2 No Board or Committee member shall be liable for any action or determination made in good faith with respect to the Plan or any option granted thereunder. In addition to such other rights of indemnification as they may have, the members of the Committee shall be indemnified by the Company in connection with any claim, action, suit or proceeding relating to any action taken or failure to act under or in connection with the Plan to the full extent provided for under the Company's governing instruments with respect to the indemnification of Directors. 13. COMMITTEE RULES FOR FOREIGN JURISDICTIONS. ----------------------------------------- 13.1 The Committee may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules and procedures regarding handling of payroll deductions, payment of interest, conversion of local currency, payroll tax, withholding procedures and handling of stock certificates which vary with local requirements. 13.2 The Committee may also adopt sub-plans applicable to particular Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Section 423 of the Plan. -8- The rules of such sub-plans may take precedence over other provisions of this Plan, with the exception of Section 5.1, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan. 14. SECURITIES LAWS REQUIREMENTS. ---------------------------- The Company shall not be under any obligation to issue Common Stock upon the exercise of any option unless and until the Company has determined that: (i) the Company and the Participant have taken all actions required to register the Common Stock under the Securities Act of 1933, or to perfect an exemption from the registration requirements thereof; (ii) any applicable listing requirement of any stock exchange on which the Common Stock is listed has been satisfied; and (iii) all other applicable provisions of state, federal and applicable foreign law have been satisfied. 15. GOVERNMENTAL REGULATIONS. ------------------------ This Plan and the Company's obligation to sell and deliver shares of its stock under the Plan shall be subject to the approval of any governmental authority required in connection with the Plan or the authorization, issuance, sale, or delivery of stock hereunder. 16. NO ENLARGEMENT OF EMPLOYEE RIGHTS. --------------------------------- Nothing contained in this Plan shall be deemed to give any Employee the right to be retained in the employ of the Company or any Designated Subsidiary or to interfere with the right of the Company or Designated Subsidiary to discharge any Employee at any time for any reason or no reason. 17. GOVERNING LAW. ------------- This Plan shall be governed by the laws of the Commonwealth of Pennsylvania, except where federal law supersedes state law. 18. EFFECTIVE DATE. -------------- This Plan shall be effective August 1, 2001. This Plan shall not constitute an employee stock purchase plan under Section 423 of the Code unless it is approved by the shareholders of the Company within 12 months of its adoption by the Board of Directors. -9- EX-5 3 technitrol5_1espps8.txt EXHIBIT 5.1 ----------- [LETTERHEAD OF STRADLEY, RONON, STEVENS & YOUNG, LLP] June 28, 2001 Technitrol, Inc. 1210 Northbrook Drive Suite 385 Trevose, Pennsylvania 19053 RE: Registration Statement on Form S-8 for 2001 Employee Stock Purchase Plan ------------------------------------------------------------ Ladies and Gentleman: We have acted as counsel to and for Technitrol, Inc., a Pennsylvania corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the "Registration Statement"), for the purpose of registering under the Securities Act of 1933, as amended, (i) 1,600,000 shares (the "Shares") of the Company's common stock, $.125 par value per share (the "Common Stock"), issuable upon the exercise of options under the Technitrol, Inc. 2001 Employee Stock Purchase Plan (the "Plan"), and (ii) interests in the Plan to be issued to those employees of the Company and its subsidiaries who participate in the Plan ("Interests"). In our capacity as counsel, we have been requested to render the opinions set forth in this letter and, in connection therewith, we have reviewed the following documents: (i) the Registration Statement, (ii) the Plan, certified by the Secretary of the Company, (iii) the Amended and Restated Articles of Incorporation of the Company, as amended ("Articles of Incorporation"), certified by the Secretary of the Commonwealth of Pennsylvania, (iv) certain minutes of meetings of the Board of Directors of the Company held on February 13, and April 25, 2001, certified as true and correct by the Secretary of the Company, (v) certain minutes of a meeting of the Shareholders of the Company held on May 23, 2001, certified as true and correct by the Secretary of the Company, (vi) a Secretary's Certificate executed by the Secretary of the Company, dated as of the date hereof and (vii) Bylaws of the Company, as amended, certified as true and correct by the Secretary of the Company. In rendering this opinion, we have assumed and relied upon, without independent investigation, (i) the authenticity, completeness, truth and due authorization and execution of all documents submitted to us as originals, (ii) the genuineness of all signatures on all documents submitted to us as originals, and (iii) the conformity to the originals of all documents submitted to us as certified or photostatic copies. The law covered by the opinion expressed herein is limited to the statutes, judicial and administrative decisions and rules and regulations of the governmental agencies of the Commonwealth of Pennsylvania. This opinion letter is given only with respect to laws and regulations presently in effect. We assume no obligation to advise you of any changes in law or regulation which may hereafter occur, whether the same are retroactively or prospectively applied, or to update or supplement this letter in any fashion to reflect any facts or circumstances which hereafter come to our attention. June 28, 2001 Page 2 Based upon, and subject to, the foregoing, we are of the opinion that the Shares, when issued pursuant to and in accordance with the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and we further consent to any reference to our firm in the Registration Statement as legal counsel who have passed upon the legality of the securities offered thereby. Very truly yours, STRADLEY, RONON, STEVENS & YOUNG, LLP By: /s/ John F. Dougherty, Jr. -------------------------------------------- John F. Dougherty, Jr., A Partner 2 EX-23 4 technitrol23_2espps8.txt CONSENT EXHIBIT 23.2 ------------ CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors Technitrol, Inc.: We consent to the use of our report dated February 23, 2001 incorporated by reference in this registration statement on Form S-8, which report appears in the Annual Report on Form 10-K of Technitrol, Inc. for the fiscal year ended December 29, 2000. /s/ KPMG LLP Philadelphia, Pennsylvania June 27, 2001 -----END PRIVACY-ENHANCED MESSAGE-----