S-8

As filed with the Securities and Exchange Commission on July 10, 2009

Registration No. 333-                                        

UNITED STATES
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 of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
1210 Northbrook Drive, Suite 470
Trevose, Pennsylvania	19053-8046
(Address of Principal Executive Offices)	(Zip Code)

Technitrol, Inc. Board of Directors Stock Plan
(Full Title of the Plan)

Drew A. Moyer
Senior Vice President and Chief Financial Officer
Technitrol, Inc.
1210 Northbrook Drive, Suite 470
Trevose, PA 19053
(Name and Address of Agent for Service)

(215) 355-2900
(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ  Accelerated filer o  Non-accelerated filer   o
(Do not check if a smaller reporting company) Smaller reporting company o 

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Securities	Amount To Be	Offering Price	Aggregate	Amount of
To Be Registered	Registered (1)	Per Share (2)	Offering Price (2)	Registration Fee
Common Stock, $.125 par value per share	145,000 (3)	$6.08	$881,600	$	49.19

(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers such additional shares of Common Stock as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, reverse stock splits, split-ups, reclassifications or other similar events effected without the receipt of consideration.
(2)	Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the Common Stock reported on the New York Stock Exchange on July 6, 2009.
(3)	This Registration Statement relates to an amendment to the Technitrol, Inc. Board of Directors Stock Plan (the “Plan”) to increase the number of shares of Common Stock authorized to be issued under the Plan from 105,000 to 250,000 shares of Common Stock. Pursuant to Instruction E of Form S-8, the filing fee is being paid only with respect to the 145,000 shares of Common Stock not previously registered.

EXPLANATORY NOTE

     This Registration Statement relates to an amendment to the Technitrol, Inc. Board of Directors Stock Plan (the “Plan”) to increase the number of shares of Common Stock authorized to be issued under the Plan from 105,000 to 250,000 shares. The contents of the Registrant’s Registration Statements on Form S-8, registration nos. 333-55751 and 333-130013, filed with the Securities and Exchange Commission (the “Commission”) on June 1, 1998 and November 30, 2005, respectively, with respect to the Plan are hereby incorporated by reference pursuant to Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Commission by the Registrant are incorporated by reference in this Registration Statement and made a part hereof:

1.	The Registrant’s Annual Report on Form 10-K for the year ended December 26, 2008;
2.	The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2009;
3.	The Registrant’s Current Reports on Form 8-K filed on December 31, 2008, February 26, 2009, April 7, 2009, May 11, 2009, June 8, 2009, June 12, 2009, June 18, 2009 and June 30, 2009; and
4.	The Registrant’s Registration Statement on Form 8-A/A filed on July 5, 2000 describing the Registrant’s Common Stock, including any amendment or reports filed for the purpose of updating such description.

     All documents and reports filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) after the date of this Registration Statement and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents or reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified shall not be deemed to constitute a part of the Registration Statement except as so modified and any statement so superseded shall not be deemed to constitute a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel.

     The validity of the authorized and unissued shares of Common Stock to be issued under the Plan was passed upon by Brian E. Morrissey, Esq., Corporate Counsel, of the Registrant. As of July 8, 2009, Mr. Morrissey beneficially owns, or has the right to acquire under any employee benefit plan of the Registrant, an aggregate of 1,900 shares of Common Stock of the Registrant.

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 others against liability incurred by them by reason of their position with 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 related to a third-party action, the indemnified party had no reasonable cause to believe his conduct was unlawful.

     Section 1 of Article VII of the Registrant’s Bylaws provides for mandatory indemnification of directors and officers against third-party actions in such circumstances. Section 2 of Article VII of the Registrant’s Bylaws provides for mandatory indemnification for any director or officer made party to any derivative suit if he acted in good faith and in a manner

reasonably believed to be in, or not opposed to, the best interest of the Registrant; provided, however, no indemnification against expenses will be made where the person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Registrant unless and to the extent that the applicable Court of Common Pleas shall determine such person is fairly and reasonably entitled to indemnity. Under Section 3 of Article VII, an independent determination of disinterested directors, legal counsel or shareholders of the Registrant will determine whether the person is entitled to indemnification under Sections 1 and 2, unless indemnification is ordered by a court. 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 Registrant.

     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 Pennsylvania Business Corporation 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 Registrant’s Bylaws generally provides for mandatory indemnification of officers and directors acting on behalf of the Registrant, 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 of Article VII of the Registrant’s Bylaws will be provided without the independent determination or court order required by Section 3 as described above.

     The Registrant also has entered into an Indemnification Agreement with each of the executive officers and directors of the Registrant. The Indemnification Agreements provide the same scope of indemnification as provided under the Bylaws. The Indemnification Agreements are direct contractual obligations of the Registrant in favor of the directors and officers. Therefore, in the event that the Bylaws are subsequently changed to reduce the scope of indemnification, executive officers and directors with Indemnification Agreements will not be affected by such changes.

     In addition, the Registrant 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 8. Exhibits.

Exhibit No.	Description of Exhibit
4.1	Technitrol, Inc. Board of Directors Stock Plan, as amended (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K dated May 15, 2008).
5.1	Opinion of Brian E. Morrissey, Esq., Corporate Counsel of the Registrant.
23.1	Consent of Brian E. Morrissey, Esq. (included as part of Exhibit 5.1 hereto).
23.2	Consent of KPMG LLP.
24.1	Power of Attorney (included in signature page).

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 the Borough of Trevose, Commonwealth of Pennsylvania on this 8^th day of July, 2009.

TECHNITROL, INC.
By:	/s/ Drew A. Moyer
	Drew A. Moyer
	Senior Vice President and Chief Financial 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	CAPACITY	DATE
/s/ James M. Papada, III	Chairman and Chief Executive Officer	July 8, 2009
James M. Papada, III	(Principal Executive Officer)
/s/ Drew A. Moyer	Senior Vice President and Chief Financial Officer	July 8, 2009
Drew A. Moyer	(Principal Financial Officer)
/s/ Michael P. Ginnetti	Corporate Controller and Chief Accounting Officer	July 8, 2009
Michael P. Ginnetti	(Principal Accounting Officer)
/s/ Alan E. Barton	Director	July 8, 2009
Alan E. Barton
/s/ John E. Burrows, Jr.	Director	July 8, 2009
John E. Burrows, Jr.
/s/ Howard C. Deck	Director	July 8, 2009
Howard C. Deck
/s/ David H. Hofmann	Director	July 8, 2009
David H. Hofmann
/s/ Edward M. Mazze	Director	July 8, 2009
Edward M. Mazze
/s/ C. Mark Melliar-Smith	Director	July 8, 2009
C. Mark Melliar-Smith

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
4.1	Technitrol, Inc. Board of Directors Stock Plan, as amended (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K dated May 15, 2008).
5.1	Opinion of Brian E. Morrissey, Esq., Corporate Counsel of the Registrant.
23.1	Consent of Brian E. Morrissey, Esq. (included as part of Exhibit 5.1 hereto).
23.2	Consent of KPMG LLP.
24.1	Power of Attorney (included in signature page).

EX-5.1

EXHIBIT 5.1

July 8, 2009

Technitrol, Inc.
1210 Northbrook Drive
Suite 470
Trevose, Pennsylvania 19053

     RE: Registration Statement on Form S-8 for Technitrol, Inc. Board of Directors Stock Plan

Ladies and Gentleman:

     I have acted as counsel to 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 (the “Securities Act”), an additional 145,000 shares (the “Shares”) of the Company’s common stock, $.125 par value per share (the “Common Stock”), and such presently indeterminate number of shares of Common Stock which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Shares are issuable upon grants to be made under the Company’s Board of Directors Stock Plan (the “Plan”).

     In my capacity as counsel, I have been requested to render the opinions set forth in this letter and, in connection therewith, I have examined originals or copies, certified or otherwise identified to my satisfaction, of the following documents: (i) the Registration Statement; (ii) the Plan, as amended; (iii) the Amended and Restated Articles of Incorporation of the Company, as amended; (iv) the Bylaws of the Company, as amended; (v) minutes and resolutions of the Company’s Board of Directors relating to the Plan; and (vi) such other corporate records and documents relating to the Company and the issuance of the Shares as I have deemed appropriate in order to express the opinions hereinafter set forth.

     In rendering this opinion, I have assumed and relied upon, without independent investigation, (i) the legal capacity of each natural person signing any of the documents and corporate records examined by me; (ii) the authenticity, completeness, truth and due authorization and execution of all documents submitted to me as originals; (iii) the genuineness of all signatures on all documents submitted to me; and (iv) the conformity to the originals of all documents submitted to me as certified or photostatic copies.

     The law covered by the opinion expressed herein is limited to the laws of the Commonwealth of Pennsylvania, and no opinion is express with respect to the laws of any other jurisdiction. This opinion letter is given only with respect to laws and regulations presently in effect. I 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 my attention.

     Based upon, and subject to, the foregoing, I am of the opinion that the Shares have been duly authorized for issuance, and when issued and paid for pursuant to and in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

     I hereby consent to the use of this opinion as an exhibit to the Registration Statement and I further consent to any reference to me in the Registration Statement as legal counsel who has passed upon the legality of the securities offered thereby. In giving such consent, I do not admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Sincerely,
 

/s/ Brian E. Morrissey  

Brian E. Morrissey 

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Technitrol, Inc.:

We consent to the use of our reports with respect to the consolidated financial statements, the related financial statement schedule and the effectiveness of internal control over financial reporting included in the December 26, 2008 Annual Report on Form 10-K of Technitrol, Inc. which has been incorporated by reference herein. Our report on the consolidated financial statements refers to the Company’s adoption of the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109 as well as the provisions of Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.

/s/ KPMG LLP

Philadelphia, Pennsylvania
July 10, 2009