UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): 11/25/2005
Technitrol, Inc.
(Exact Name of registrant as specified in its charter)
PA 001-05375 23-1292472
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1210 Northbrook Dr., Suite 470, Trevose, PA 19053
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (215) 355-2900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.01. Completion of Acquisition or Disposition of Assets
As previously reported, Technitrol, Inc., through an indirectly
wholly-owned subsidiary, completed its acquisition of LK Products Oy ("LK") on
September 8, 2005. On September 14, 2005, Technitrol filed a current report on
Form 8-K disclosing the completion of the acquisition. As permitted under Item
9.01 of Form 8-K, the financial statements of LK and the pro forma financial
information were omitted.
This Amendment No. 1 to the current report on Form 8-K filed September 14,
2005 is being filed to include the previously omitted financial statements and
pro forma financial information.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The audited Combined Statements of Income, Combined Balance Sheets and
Combined Statements of Cash Flows ("financial statements") and the report of
KPMG Oy Ab, Independent Auditors, relating to such financial statements are
attached hereto as Exhibit 99.1.
(b) Pro Forma Financial Information.
The unaudited pro forma financial results for the year ended December 31,
2004 and nine months ended September 30, 2005 are attached hereto as Exhibit
99.2. The unaudited pro forma financial results have been prepared assuming that
the acquisition of LK had occurred on January 1, 2004. This information is not
necessarily indicative of the results that actually would have been attained if
the acquisition had occurred on January 1, 2004 or that may be attained in the
future. Such information should be read in conjunction with the historical
financial statements of Technitrol.
(d) Exhibits.
23.1 Independent Auditors' Consent
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.
Date: November 25, 2005 By: /s/ Drew A. Moyer
----------------------------------------------
Drew A Moyer
Sr. Vice President and Chief Financial Officer
Exhibit Index
Exhibit No. Description
23.1 Independent Auditors' Consent
99.1 Audited financial statements listed in Item 9.01(a) above
99.2 Pro forma financial information listed in Item 9.01(b) above