UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A Amendment No. 1 [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 29, 2000 or [_] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______________ to _______________ Commission File No. 1-5375 TECHNITROL, INC. (Exact name of registrant as specified in Charter) PENNSYLVANIA 23-1292472 (State of Incorporation) (IRS Employer Identification Number) 1210 Northbrook Drive, Suite 385, Trevose, Pennsylvania 19053 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 215-355-2900 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each Exchange on which registered Common Stock par value $.125 per share New York Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. YES [X] NO [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of voting stock held by non-affiliates as of February 23, 2001 is $1,075,021,000 computed by reference to the closing price on the New York Stock Exchange on such date. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of February 23, 2001. Number of shares outstanding Title of each class February 23, 2001 Common stock 33,226,996 par value $.125 per share Page 1 of 3 This Amendment to the Annual Report on Form 10-K for the fiscal year ended December 29, 2000 of Technitrol, Inc. ("Technitrol") is being filed by Technitrol solely to amend the signature page thereto so that it complies with the guidelines promulgated by the U.S. Securities and Exchange Commission. The signature page is hereby amended and restated as filed herewith. Page 2 of 3 Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TECHNITROL, INC. By /s/James M. Papada, III ---------------------------------------------- James M. Papada, III Chairman of the Board of Directors, Chief Executive Officer and President Date April 8, 2002 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/James M. Papada, III By /s/Albert Thorp, III ------------------------------------- ------------------------------ James M. Papada, III Albert Thorp, III Chairman of the Board of Directors, Vice President - Finance and Chief Executive Officer and President Chief Financial Officer (Principal Executive Officer) (Principal Financial Officer) Date April 8, 2002 Date April 8, 2002 By /s/Drew A. Moyer By /s/Graham Humes ------------------------------------- ------------------------------ Drew A. Moyer Graham Humes Corporate Controller and Secretary Director (Principal Accounting Officer) Date April 8, 2002 Date April 8, 2002 By /s/Edward M. Mazze ------------------------------ By Edward M. Mazze ------------------------------------- Director Stanley E. Basara Director Date April 8, 2002 Date April 8, 2002 By ------------------------------ By /s/John E. Burrows, Jr. C. Mark Melliar-Smith ------------------------------------- Director John E. Burrows, Jr. Director Date April 8, 2002 Date April 8, 2002 By /s/J. Barton Harrison ------------------------------ By /s/Rajiv L. Gupta J. Barton Harrison ------------------------------------- Director Rajiv L. Gupta Director Date April 8, 2002 Date April 8, 2002 By /s/David H. Hofmann ------------------------------ David H. Hofmann Director Date April 8, 2002 Page 3 of 3