Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 194 973K
Business-Combination Transaction
2: EX-5.1 Opinion Stradley 2 12K
3: EX-8.1 Opinion Stradley Tax 5 18K
4: EX-23.1 Consent Kpmg 1 6K
5: EX-23.2 Consent Ernst 1 6K
6: EX-23.4 Consent Pillsbury 1 6K
7: EX-23.5 Consent Stradley Tax 1 6K
8: EX-99.1 Form of Proxy Technitrol 2± 10K
9: EX-99.2 Form of Proxy Pulse 2± 9K
10: EX-99.3 Form of Election 11 56K
Exhibit 8.1
August 15, 1995
Board of Directors
Technitrol, Inc.
1210 Northbrook Drive,
Suite 385
Trevose, Pennsylvania 19053
Re: AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 23, 1995 (THE
"AGREEMENT"), BY AND AMONG TECHNITROL, INC. ("TECHNITROL"), TECO
SUB, INC. ("TECO SUB") AND PULSE ENGINEERING, INC. ("PULSE")
------------------------------------------
Gentlemen:
You have requested our opinion as to certain federal income tax
consequences of the merger, pursuant to the Agreement, of Pulse into Teco Sub in
which each share of Pulse Common Stock will be converted into and become the
right to receive shares of Technitrol Common Stock and/or cash (the "Merger").
All terms used herein unless otherwise defined are used as defined in the
Agreement.
In rendering our opinion with respect to the Merger, we reviewed and
relied upon (a) the Agreement, (b) the Joint Proxy Statement and Prospectus of
Technitrol and Pulse, dated August ___, 1995; (c) certain representations
concerning the Merger made to us by Technitrol and Pulse in a letter August ___,
1995, (the "Representation Letter"); and (d) all other documents, financial and
other reports and corporate minutes which we deemed relevant or appropriate.
Technitrol, Inc.
August 15, 1995
Page 2
Our review of items (a) through (d) of the preceding paragraph has
been without independent investigation. We have also relied upon the truth,
authenticity, accuracy and completeness of all documents, certifications and
instruments examined and the statements, covenants, representations and
warranties contained therein, the genuineness of all documents submitted to us
as originals, the conformity of the originals of all documents submitted to us
as certified or photostatic copies and the due execution and delivery of all
documents where execution and delivery are pre-requisites to the effectiveness
thereof.
Based on the foregoing and provided the Merger is carried out in
accordance with the applicable laws of the Commonwealth of Pennsylvania, the
Agreement and the Representation Letter, it is our opinion that:
1. The Merger will constitute a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
2. Technitrol, Teco Sub and Pulse will each be "a party to a
reorganization" within the meaning of Section 368(b) of the Code.
3. No gain or loss will be recognized by Pulse upon the transfer of
its assets to Teco Sub in exchange for the distribution to holders of Pulse
Common Stock of Technitrol Common Stock (including fractional share interests)
and/or cash, and the assumption by Teco Sub of the liabilities of Pulse, as
provided in Sections 361 and 357(a) of the Code.
4. No gain or loss will be recognized by either Technitrol or Teco
Sub upon the receipt by Teco Sub of the assets of Pulse in exchange for
Technitrol Common Stock (including fractional share interests), cash, and the
assumption of Pulse's liabilities by Teco Sub. See Rev. Rul. 57-278, 1957-1
Cum. Bull. 124.
5. The basis of the Pulse assets in the hands of Teco Sub will be
the same as the basis of such assets in the hands of Pulse immediately prior to
the Merger, as provided in Section 362(b) of the Code.
6. The holding period for the assets of Pulse to be received by Teco
Sub will include the period during which the assets were held by Pulse as
provided in Section 1223(2) of the Code.
Technitrol, Inc.
August 15, 1995
Page 3
7. No gain or loss will be recognized by Pulse shareholders who
receive solely Technitrol Common Stock in exchange for their Pulse Common Stock
(except those shareholders who receive cash for fractional shares), as provided
in Section 354(a)(1) of the Code.
8. The basis of Technitrol Common Stock received by Pulse
shareholders who received solely Technitrol Common Stock (including a fractional
share interest) will be the same as the basis of the Pulse Common Stock
surrendered in exchange therefor as provided in Section 358(a)(1) of the Code.
9. The holding period of Technitrol Common Stock received by Pulse
shareholders (including a fractional share interest) will include the holding
period of the Pulse Common Stock surrendered in exchange therefor, provided that
the Pulse Common Stock is held as a capital asset on the date of the exchange,
as provided in Section 1223(1) of the Code.
10. The payment of cash in lieu of fractional share interests will be
treated as if the fractional share interests were distributed as a part of the
Merger and then redeemed by Technitrol. Such cash payments will be treated as
having been received as distributions in full payment in exchange for the
fractional share interests redeemed and gain or loss will be recognized as
provided in Section 302(a) of the Code.
11. Holders of Pulse Common Stock who receive both Technitrol Common
Stock and cash in exchange for their Pulse Common Stock and who realize a gain
on the exchange will recognize such gain, to the extent of the cash received,
pursuant to Section 356(a)(1) of the Code. Such recognized gain may be treated
as a dividend pursuant to Section 356(a)(2) of the Code. The determination of
whether a recognized gain is treated as a dividend will be determined under the
principles of COMMISSIONER V. CLARK, 489 U.S. 726 (1989). No loss will be
recognized by a holder of Pulse Common Stock pursuant to Section 356(a) of the
Code. Holders of Pulse Common Stock who receive both Technitrol Common Stock
and cash will adjust their bases in the Technitrol Common Stock to account for
the cash received, any amount recognized as a gain or a dividend, and any loss
realized, pursuant to Section 358.
12. Holders of Pulse Common Stock who receive solely cash in exchange
for their Pulse Common Stock will recognize gain or loss measured by the amount
of cash received therefor and the basis of their Pulse Common Stock. If such
transaction results in an exchange under Section 302(a) of the Code, such gain
will be long or short term capital gain depending on whether their
Technitrol, Inc.
August 15, 1995
Page 4
holding period for their Pulse Common Stock was more than one year or one year
or less, provided the Pulse Common Stock is held as a capital asset on the date
of the exchange, as provided in Sections 302(a) and 1222 of the Code.
13. Pursuant to Section 381(a) of the Code and Treasury Regulations
Section 1.381(a)-1, Teco Sub will succeed to and take into account the items
(i.e., tax attributes) of Pulse described in Section 381(c) of the Code. These
items will be taken into account by Teco Sub subject to the conditions and
limitations specified in Sections 381, 382, 383 and 384 of the Code and the
Treasury Regulations thereunder.
14. As provided in Section 381(c)(2) of the Code and Treasury
Regulations Section 1.381(c)(2)-1, Teco Sub will succeed and take into account
the earnings and profits, or deficit in earnings and profits, of Constitution as
of the date of the transfer. Any deficit in earnings and profits of Pulse or
Teco Sub may be used only to offset earnings and profits accumulated after the
date of the transfer. Any earnings and profits of Pulse or Teco Sub accumulated
before the date of the transfer will be used to offset any deficit in earnings
and profits incurred after the transfer.
Our opinions are based upon the Code, as amended, the applicable
Treasury Regulations promulgated thereunder, the present positions of the
Internal Revenue Service as set forth in published revenue rulings and revenue
procedures and existing judicial decisions, all of which are subject to change
either prospectively or retroactively in such a fashion as to have a Material
Adverse Effect upon the conclusions reached in our opinions as aforesaid. In
rendering our opinion based on the foregoing, you should be aware that our
opinion is not binding upon the Internal Revenue Service or any court and there
is no assurance that the Internal Revenue Service would not successfully assert
a contrary opinion upon an audit of the relevant tax return of any party to the
Merger or shareholder thereof, or otherwise.
Our opinions are conditioned upon the performance by Technitrol, Teco
Sub and Pulse of their undertakings in the
Technitrol, Inc.
Ausgust 15, 1995
Page 5
Representation Letter. These opinions are being rendered to you and may be
relied upon only by you and Teco Sub shareholders.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG
By:__________________________________
William S. Pilling, III, a Partner
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000950109-95-003328 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Wed., May 1, 4:21:30.1am ET 
