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): April 25, 2005
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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 470, 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)
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 2.02 Results of Operations and Financial Condition
On April 25, 2005, Technitrol, Inc. issued a press release regarding its
results of operations for its first fiscal quarter ended April 1, 2005, a copy
of which is attached as Exhibit 99.1 to this Current Report.
The information in Item 2.02 of this Current Report and Exhibit 99.1, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the provisions of that Section, nor
shall it be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or other document filed with the Commission,
except as expressly set forth by specific reference in such filing.
Item 2.05 Costs Associated with Exit or Disposal Activities
On April 25, 2005, the Company committed to divest AMI Doduco's bimetal and
metal cladding operations. The decision to divest this business is based on its
non-core nature and the projected costs of maintaining its market position in
future years relative to the expected returns and the Company's decision to
invest available capital in its core precious metal contacts business. Based in
Reidsville, North Carolina, this business contributed approximately $21 million
in revenues to AMI Doduco during fiscal 2004, posting an operating loss of $0.3
million. The Company is presently evaluating the costs that may be incurred in
selling the bimetal and cladding operations, which for accounting purposes are
now treated as discontinued operations. The Company is unable to estimate the
costs that may be incurred in connection with such divestiture at this time, if
any, other than severance costs. The Company estimates that it will incur
severance costs in the range of $1.5 to $1.8 million, however, this estimate is
preliminary and subject to change upon finalization of the divestiture. The
severance costs may be offset, in whole or in part, by the consideration
received for the sale of the bimetal and metal cladding operations, including
real property, from third parties. The Company expects to substantially complete
the divestiture by December 31, 2005.
In order to, among other things, address current challenges in the
marketplace, including the negative effects of high dollar-to-euro exchange
rates and the resulting significant foreign exchange advantage of
dollar-functional Chinese competitors affecting the consumer division of Pulse
Engineering, Inc. ("Pulse"), a subsidiary of Technitrol, Inc., on April 22,
2005, Pulse committed to a restructuring plan to reduce cost of goods sold in
the consumer division. Although Pulse's consumer division intends to remain a
local source of supply in Europe, the restructuring plan includes relocating a
significant portion of its flyback transformer production and substantially all
of its switch-mode transformer production to existing Pulse facilities in the
Peoples Republic of China and reducing the work force in the consumer division's
headquarters in Italy and manufacturing plants in Turkey. It is expected that
all actions pertaining to the restructuring plan will be substantially completed
by December 31, 2005. The Company estimates the severance expenses will be in
the range of $800,000 to $1 million, however, this estimate is preliminary and
subject to change as the plan is finalized and implemented. While the Company
expects to incur other charges in connection with such plan, it is unable to
estimate such charges at the present time.
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Item 2.06 Material Impairments
In connection with the restructuring plan described in Item 2.05 above, the
Company expects to record asset impairment charges during the second quarter of
2005. Assets used in Pulse's consumer division including equipment, goodwill and
separately-identified intangible assets may be subject to impairment. The
amounts of such impairment expenses cannot be estimated at the present time.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated April 25, 2005 regarding Technitrol Inc.'s results
of operations for the first fiscal quarter ended April 1, 2005.
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
Senior Vice President and
Chief Financial Officer
Dated: April 25, 2005
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