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): July 19, 2004 Technitrol, Inc. ---------------- (Exact Name of registrant as specified in its charter) Pennsylvania 001-05375 23-1292472 ----------------------------------- ------------------------- ----------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) 1210 Northbrook Dr., Suite 385, Trevose, PA 19053 ------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 355-2900 -------------- Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits. 99 Press release, dated July 19, 2004 Item 9. Information Being Furnished Under Item 12 In accordance with Securities and Exchange Commission Release No. 33-8216, the following information, which is intended to be furnished under Item 12, "Results of Operations and Financial Condition," is instead being furnished under Item 9, "Regulation FD Disclosure." This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On July 19, 2004, Technitrol, Inc. issued a press release describing its results of operations for its second fiscal quarter 2004 ended June 25, 2004. A copy of the press release is attached as Exhibit 99 to this report. Cautionary Note: This message contains "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially. 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 26, 2004 in Item 2 under the caption "Factors That May Affect Our Future Results (Cautionary Statements for Purposes of the `Safe Harbor' Provisions of the Private Securities Litigation Reform Act of 1995)." 1 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. By: /s/Drew A. Moyer -------------------------------------- Drew A Moyer Corporate Secretary Date: July 19, 2004 2 EXHIBIT INDEX Exhibit Description ------- ----------- 99 Press release dated July 19, 2004 3