UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 ANNUAL REPORT
 PURSUANT TO SECTIONS 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended January 2, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 0-9576
 K-TRON INTERNATIONAL, INC.
 (Exact name of registrant as specified in its charter)
 New Jersey
    
    22-1759452(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)Routes 55 and 553P.O. Box 888Pitman, New Jersey
    
    08071-0888(Address of principal executive offices)
    
    (Zip Code)
 (856) 589-0500
  Title of each class
    
    Name of each exchange on which registeredNone
    
    None
  Common Stock, par value $.01 per share
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Yes o No þ
   CERTAIN DEFINITIONS




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PART I
 Item 1 . Business .
 General
   Proposed Merger
   Available Information
  Process Group
   - 2 -




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Process Equipment: K-Tron Feeders Brand
 Feeding Equipment
    Weight Sensors and Controls
  - 3 -




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Manufacturing
 Competition
 Process Equipment: K-Tron Premier Brand
 Conveying Equipment
  Manufacturing
 Competition
  - 4 -




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Process Equipment: Service and Parts
  Process Equipment: K-Tron Colormax Brand
    K-Tron Electronics
  Size Reduction Group
    - 5 -




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Penn Crusher Equipment
 Ô
  Gundlach Equipment
   Jeffrey Rader Equipment
   - 6 -




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Replacement Parts
 Manufacturing
 Competition
 Customers
  Suppliers
  Patents
   - 7 -




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Research and Development
  Backlog
  Employees
  Item 1A.  Risk Factors.
 Risk Factors Related to our Business
 Our businesses and operations are subject to a number of risks and uncertainties that are
described below, but these risks and uncertainties are not the only ones we face. Additional
risks and uncertainties of which we are unaware, or that we may currently deem immaterial, may
become important factors that could harm our business, financial condition or results of
operations. Our business, financial condition or results of operations could suffer as a
consequence of any of these risks and uncertainties.
 The effects of the global economic crisis may continue to impact our business, operating
results or financial condition.
  The deterioration of the credit and capital markets may adversely impact our ability to obtain
financing on acceptable terms, which may hinder or prevent us from completing acquisitions or
otherwise meeting our future capital needs.
   - 8 -




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Competition could adversely affect our business and results of operations .
  Our substantial sales abroad subject us to the risk of adverse foreign currency fluctuations
which could negatively impact our results of operations.
  We operate in cyclical industries.
  The loss or bankruptcy of a large customer could have an adverse effect on our operating
results .
  We are dependent on our key personnel .
  We are dependent on some of our suppliers.
   - 9 -




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We engage in acquisitions, and we may encounter difficulties in integrating these businesses
and, therefore, may not realize the anticipated benefits of the acquisitions.
  Our business and operating results depend in part on continued successful research,
development and marketing of new or improved products, and there can be no assurance that we
will continue successfully to introduce new or improved products on a timely and
cost-effective basis.
  Protection and validity of our patents and intellectual property rights, or the efforts of
third parties to enforce their intellectual property rights against us, may in the future
result in costly and time-consuming litigation.
  We may be subject to other costly litigation and governmental proceedings which could
adversely affect our business or results of operations.
  Our indebtedness may affect our business and may restrict our operating flexibility .
  
    
    limit our flexibility in planning for, or reacting to, changes in our business or
in the markets in which we compete;
 
    
    place us at a competitive disadvantage relative to our competitors, some of which
may have lower debt service obligations or greater financial resources than we do;
 
    
    limit our ability to borrow additional funds;
 
    
    limit our ability to make acquisitions;
 
    
    limit our ability to make capital expenditures;
 
    
    limit our ability to conduct research and development; and
 
    
    increase our vulnerability to adverse economic, financial market and industry
conditions, including recessions and higher interest rates.
  - 10 -




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Political and economic instability and health issues in the United States or abroad may have
an adverse effect on our operating results.
  Terrorist attacks and threats may disrupt our operations and negatively impact our business,
revenues, costs and stock price.
  Extensive environmental laws and regulations affecting the production of electric power could
result in electric power generators shifting from coal to natural gas-fired power plants,
which would adversely affect our size reduction business.
  We are subject to special risks related to doing business in China.
    - 11 -




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Risk Factors Related to the Proposed Merger and Acquisition by Hillenbrand
 The announcement and pendency of our agreement to be acquired by Hillenbrand could adversely
affect our business.
  The failure to complete the Merger could adversely affect our business.
   Uncertainties associated with the Merger may cause K-Tron to lose key personnel and affect
employee morale.
  Unless the Merger Agreement is terminated, K-Tron will not be able to enter into a merger or
business combination with another party at a favorable price because of restrictions in the
Merger Agreement.
  Item 1B . Unresolved Staff Comments .
   - 12 -




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Item 2 . Properties .
           Item 3 . Legal Proceedings .
  Item 4 . Reserved .
  - 13 -




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PART II
 Item 5.
    
    Market for Registrants Common Equity and Related Shareholder Matters and
Issuer Purchases of Equity Securities.
 Market Information
  High
    
    
    LowFiscal Year 2008First Quarter
    
    $
    127.10
    
    
    $
    95.33Second Quarter
    
    $
    140.50
    
    
    $
    122.20Third Quarter
    
    $
    170.00
    
    
    $
    108.93Fourth Quarter
    
    $
    133.91
    
    
    $
    53.47Fiscal Year 2009First Quarter
    
    $
    85.45
    
    
    $
    45.70Second Quarter
    
    $
    89.01
    
    
    $
    62.12Third Quarter
    
    $
    99.69
    
    
    $
    77.03Fourth Quarter
    
    $
    113.48
    
    
    $
    87.10
  Equity Holders
  Dividend Policy
    - 14 -




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Performance Graph
  COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
K-TRON INTERNATIONAL, INC., STANDARD & POORS 500 STOCK INDEX AND DOW JONES
WILSHIRE U.S. INDUSTRIAL MACHINERY INDEX
 
 ASSUMES $100 INVESTED ON JANUARY 1, 2005
ASSUMES DIVIDEND REINVESTED
THROUGH FISCAL YEAR ENDING JANUARY 2, 2010
 12/31/2004
    
    
    12/30/2005
    
    
    12/29/2006
    
    
    12/28/2007
    
    
    01/02/2009
    
    
    12/31/2009K-Tron International, Inc.
    
    
    100.00
    
    
    
    139.74
    
    
    
    281.24
    
    
    
    451.98
    
    
    
    314.88
    
    
    
    409.60Standard & Poors 500 Stock Index
    
    
    100.00
    
    
    
    104.91
    
    
    
    121.48
    
    
    
    128.16
    
    
    
    80.74
    
    
    
    102.11Dow Jones Wilshire U.S.
Industrial Machinery
    
    
    100.00
    
    
    
    64.84
    
    
    
    71.52
    
    
    
    87.82
    
    
    
    53.34
    
    
    
    75.44
  - 15 -




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Item 6 . Selected Financial Data .
   Fiscal Year EndedJan. 2
    
    
    Jan. 3
    
    
    Dec. 29
    
    
    Dec. 30
    
    
    Dec. 312010(1)
    
    
    2009(2)
    
    
    2007(3)
    
    
    2006(4)
    
    
    2005FINANCIAL SUMMARY ($000s):Revenues
    
    $
    190,774
    
    
    $
    243,018
    
    
    $
    201,677
    
    
    $
    148,127
    
    
    $
    118,940Income before taxes
    
    
    31,916
    
    
    
    36,988
    
    
    
    30,142
    
    
    
    19,381
    
    
    
    12,201Net income
    
    
    21,555
    
    
    
    25,773
    
    
    
    21,321
    
    
    
    12,872
    
    
    
    7,282Total assets
    
    
    204,236
    
    
    
    199,444
    
    
    
    184,118
    
    
    
    140,996
    
    
    
    89,110Working capital
    
    
    81,469
    
    
    
    67,694
    
    
    
    52,242
    
    
    
    28,962
    
    
    
    25,565Additions to property, plant and equipment
    
    
    1,820
    
    
    
    3,686
    
    
    
    2,265
    
    
    
    2,604
    
    
    
    2,206Depreciation and amortization
    
    
    6,023
    
    
    
    5,952
    
    
    
    5,573
    
    
    
    4,634
    
    
    
    3,868PER SHARE ($):Basic net earnings
    
    $
    7.64
    
    
    $
    9.37
    
    
    $
    7.93
    
    
    $
    4.95
    
    
    $
    2.85Diluted net earnings
    
    
    7.50
    
    
    
    9.03
    
    
    
    7.49
    
    
    
    4.59
    
    
    
    2.68Book value
    
    
    54.01
    
    
    
    45.15
    
    
    
    34.62
    
    
    
    25.02
    
    
    
    19.23CAPITALIZATION ($000s):Shareholders equity
    
    $
    153,312
    
    
    $
    126,052
    
    
    $
    93,953
    
    
    $
    65,381
    
    
    $
    49,520Long-term debt
    
    
    7,000
    
    
    
    22,000
    
    
    
    36,913
    
    
    
    34,364
    
    
    
    12,675Short-term debt (5)
    
    
    1,000
    
    
    
    1,662
    
    
    
    1,201
    
    
    
    404
    
    
    
    4,316Total debt
    
    
    8,000
    
    
    
    23,662
    
    
    
    38,114
    
    
    
    34,768
    
    
    
    16,991RATIOS:Return on average shareholders equity (%)
    
    
    15.4
    
    
    
    23.4
    
    
    
    26.8
    
    
    
    22.4
    
    
    
    15.3Return on revenues (%)
    
    
    11.3
    
    
    
    10.6
    
    
    
    10.6
    
    
    
    8.7
    
    
    
    6.1Long-term debt to shareholders equity (%)
    
    
    4.6
    
    
    
    17.5
    
    
    
    39.3
    
    
    
    52.6
    
    
    
    25.6Current assets to current liabilities
    
    
    3.0
    
    
    
    2.5
    
    
    
    2.1
    
    
    
    1.8
    
    
    
    2.0Average inventory turnover
    
    
    4.0
    
    
    
    4.8
    
    
    
    4.8
    
    
    
    4.6
    
    
    
    4.6Average accounts receivable turnover
    
    
    6.1
    
    
    
    7.2
    
    
    
    8.1
    
    
    
    7.3
    
    
    
    6.0OTHER DATA:Shares outstanding (000s) (6)
    
    
    2,839
    
    
    
    2,792
    
    
    
    2,713
    
    
    
    2,613
    
    
    
    2,576Shareholders of record
    
    
    148
    
    
    
    154
    
    
    
    179
    
    
    
    193
    
    
    
    207Number of employees
    
    
    639
    
    
    
    727
    
    
    
    732
    
    
    
    625
    
    
    
    460
 (1)
    
    The 2009 consolidated financial statements include the sale of our investment in
Hasler International SA.(2)
    
    2008 was a 53-week year; all other years in this table were 52-week years.(3)
    
    The 2007 consolidated financial statements include the acquisitions of certain assets
by Wuxi K-Tron Colormax from March 28, 2007 and of Rader from September 15, 2007.(4)
    
    The 2006 consolidated financial statements include the acquisitions of Gundlach from
March 4, 2006 and of Premier Pneumatics, Inc. from October 6, 2006.(5)
    
    Including current portion of long-term debt.(6)
    
    Net of treasury stock of 2,028 shares as of the end of fiscal year 2009, 2,008 shares
as of the end of fiscal year 2008 and 2,003 shares as of the end of fiscal years 2007,
2006 and 2005. 
  - 16 -




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Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 Overview of Business
          - 17 -




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Critical Accounting Assumptions and Estimates
    Depreciable Lives of Plant and Equipment
   - 18 -




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Allowance for Doubtful Accounts
    Asset Impairment Determinations
     - 19 -




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
    
    The intended use of assets and the expected cash flows resulting directly from
such use;
 
    
    Industry specific economic conditions;
 
    
    Customer preferences and behavior patterns; and
 
    
    The impact of applicable regulatory initiatives, if any.
  Income Taxes
      - 20 -




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Inventory Reserve
  Warranty Reserve
  Legal Contingencies
  Results of Operations
 Overview
     - 21 -




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Acquisitions and Divestments
     Foreign Exchange Rates
   - 22 -




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2009
    
    
    
    
    
    
    2008
    
    
    
    
    
    
    2007Average U.S. dollar equivalent of
one Swiss franc
    
    
    0.924
    
    
    
    
    
    
    
    0.926
    
    
    
    
    
    
    
    0.834% change vs. prior year
    
    
    
    
    
    
    -0.2
    %
    
    
    
    
    
    
    +11.0
    %Average U.S. dollar equivalent of one euro
    
    
    1.395
    
    
    
    
    
    
    
    1.469
    
    
    
    
    
    
    
    1.372% change vs. prior year
    
    
    
    
    
    
    -5.0
    %
    
    
    
    
    
    
    +7.1
    %Average U.S. dollar equivalent of
one British pound sterling
    
    
    1.569
    
    
    
    
    
    
    
    1.846
    
    
    
    
    
    
    
    2.002% change vs. prior year
    
    
    
    
    
    
    -15.0
    %
    
    
    
    
    
    
    -7.8
    %Average U.S. dollar equivalent of one
Canadian dollar
    
    
    0.882
    
    
    
    
    
    
    
    0.940
    
    
    
    
    
    
    
    0.937% change vs. prior year
    
    
    
    
    
    
    -6.2
    %
    
    
    
    
    
    
    +0.3
    %Average U.S. dollar equivalent of
one Swedish krona
    
    
    0.132
    
    
    
    
    
    
    
    0.153
    
    
    
    
    
    
    
    0.148% change vs. prior year
    
    
    
    
    
    
    -13.7
    %
    
    
    
    
    
    
    +3.4
    %Average Swiss franc equivalent of one euro
    
    
    1.510
    
    
    
    
    
    
    
    1.586
    
    
    
    
    
    
    
    1.645% change vs. prior year
    
    
    
    
    
    
    -4.8
    %
    
    
    
    
    
    
    -3.6
    %Average Swiss franc equivalent of
one British pound sterling
    
    
    1.698
    
    
    
    
    
    
    
    1.994
    
    
    
    
    
    
    
    2.399% change vs. prior year
    
    
    
    
    
    
    -14.8
    %
    
    
    
    
    
    
    -16.9
    %
  - 23 -




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Presentation of Results and Analysis
  2009
    
    
    2008
    
    
    2007Total revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenues
    
    
    57.4
    
    
    
    58.3
    
    
    
    57.2Gross profit
    
    
    42.6
    
    
    
    41.7
    
    
    
    42.8Selling, general and administrative
    
    
    26.0
    
    
    
    25.1
    
    
    
    25.8Research and development
    
    
    1.0
    
    
    
    1.0
    
    
    
    1.2Operating income
    
    
    15.6
    
    
    
    15.6
    
    
    
    15.8Interest expense, net
    
    
    (0.5
    )
    
    
    (0.4
    )
    
    
    (0.8
    )Gain on sale of investment
    
    
    1.6
    
    
    
    
    
    
    
    Income before income taxes
    
    
    16.7
    
    
    
    15.2
    
    
    
    15.0Income tax provision
    
    
    5.4
    
    
    
    4.6
    
    
    
    4.4Net income
    
    
    11.3
    %
    
    
    10.6
    %
    
    
    10.6
    %Year-end backlog (at year-end 2009
foreign exchange rates, in
thousands of dollars)
    
    $
    51,149
    
    
    $
    69,372
    
    
    $
    72,470
       - 24 -




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- 25 -




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Liquidity and Capital Resources
 Revolving Credit Debt
      Expiration ofAmount
    
    
    Interest Rate Period
    
    
    Per Annum RateThree-year interest rate swap
    
    $
    2,000,000
    
    
    
    09/24/2010
    
    
    
    5.665
    %Four-year interest rate swap
    
    
    5,000,000
    
    
    
    10/13/2010
    
    
    
    6.095
    %$
    7,000,000
 Gundlach Acquisition Debt
  Other Bank Debt
   - 26 -




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Limitations on Debt
   Future Payments Under Contractual Obligations
  Payment due by PeriodLess than
    
    
    1-3
    
    
    3-5
    
    
    More thanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 Years(Dollars in thousands)Long-term debt obligationsDebt maturities
    
    $
    8,000
    
    
    $
    1,000
    
    
    $
    7,000
    
    
    $
    
    
    
    $
    Contractual interest
    
    
    745
    
    
    
    431
    
    
    
    314
    
    
    
    
    
    
    
    Operating lease obligations
    
    
    4,650
    
    
    
    1,644
    
    
    
    1,921
    
    
    
    1,046
    
    
    
    39Purchase obligations
    
    
    15,311
    
    
    
    12,912
    
    
    
    2,399
    
    
    
    
    
    
    
    Total
    
    $
    28,706
    
    
    $
    15,987
    
    
    $
    11,634
    
    
    $
    1,046
    
    
    $
    39
   - 27 -




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Capitalization
  2009
    
    
    2008
    
    
    2007(Dollars in thousands)Short-term debt, including current
portion of long-term debt
    
    $
    1,000
    
    
    $
    1,662
    
    
    $
    1,201Long-term debt
    
    
    7,000
    
    
    
    22,000
    
    
    
    36,913Total debt
    
    
    8,000
    
    
    
    23,662
    
    
    
    38,114Shareholders equity
    
    
    153,312
    
    
    
    126,052
    
    
    
    93,953Total debt and shareholders equity
(total capitalization)
    
    $
    161,312
    
    
    $
    149,714
    
    
    $
    132,067Percent total debt to total capitalization
    
    
    5.0
    %
    
    
    16
    %
    
    
    29
    %Percent long-term debt to equity
    
    
    4.6
    %
    
    
    17
    %
    
    
    39
    %Percent total debt to equity
    
    
    5.2
    %
    
    
    19
    %
    
    
    41
    %
   Other Items
      - 28 -




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Forward-Looking Statements
  Item 7A . Quantitative and Qualitative Disclosures About Market Risk .
   - 29 -




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Foreign Exchange Rate Risk
    Interest Rate Risk
  Item 8 . Financial Statements and Supplementary Data .
  Item 9.
    
    Change In and Disagreements with Accountants on Accounting and Financial
Disclosures.
  Item 9A. Controls and Procedures .
 Evaluation of Disclosure Controls and Procedures
   - 30 -




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Managements Report on Internal Control Over Financial Reporting
     Changes in Internal Control over Financial Reporting
   - 31 -




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Report of Independent Registered Public Accounting Firm
 
 Internal ControlIntegrated Fram
    Internal ControlIntegrated Framework
   
  - 32 -




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Item 9B . Other Information .
  PART III
 Item 10 . Directors, Executive Officers and Corporate Governance .
 Directors and Executive Officers of K-Tron
 Directors of K-Tron
  Name
    
    Age
    
    
    ClassEdward T. Hurd
    
    
    71
    
    
    Class IRobert A. Engel
    
    
    46
    
    
    Class IINorman Cohen
    
    
    83
    
    
    Class IIIRichard J. Pinola
    
    
    64
    
    
    Class IIIEdward B. Cloues, II
    
    
    62
    
    
    Class IV
  Class I  Director with Term Continuing until 2010
 Edward T. Hurd.
  Class II  Director with Term Continuing until 2011
 Robert A. Engel.
  - 33 -




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Class III  Directors with Terms Continuing until 2012
 Norman Cohen.
  Richard J. Pinola.
   Class IV  Director with Term Continuing until 2013
 Edward B. Cloues, II.
   - 34 -




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Executive Officers of K-Tron
  Name
    
    Age
    
    PositionEdward B. Cloues, II
    
    
    62
    
    
    Chairman of the Board of Directors
and Chief Executive OfficerKevin C. Bowen
    
    
    58
    
    
    Senior Vice President, Process Group
and President and Chief Executive
Officer of K-Tron America, Inc.Lukas Guenthardt
    
    
    51
    
    
    Senior Vice President,
Corporate DevelopmentDonald W. Melchiorre
    
    
    61
    
    
    Senior Vice President, Size Reduction
Group and President and Chief
Executive Officer of Pennsylvania
Crusher CorporationRobert E. Wisniewski
    
    
    56
    
    
    Senior Vice President,
Chief Financial Officer and Treasurer
  Kevin C. Bowen.
 Lukas Guenthardt.
 Donald W. Melchiorre.
  - 35 -




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##### 



Robert E. Wisniewski.
  Section 16(a) Beneficial Ownership Reporting Compliance
  Statement of Corporate Ethics and Code of Business Conduct
 http://www.ktroninternational.com
 Audit Committee of Our Board of Directors
  
    
    assist our Board in its oversight of our (i) accounting and financial reporting
processes and the audit of our financial statements and (ii) compliance with legal and
regulatory requirements and the Companys Statement of Corporate Ethics and Code of
Business Conduct;
 
    
    interact directly with, and evaluate the performance of, our independent registered
public accounting firm, including determining whether to engage or dismiss such firm
and on what terms and monitoring its qualifications and independence; and
 
    
    prepare the report required by the rules and regulations of the SEC to be included
in our annual proxy statement.
   - 36 -




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Item 11 . Executive Compensation .
 Compensation Discussion and Analysis
  Objectives of Our Compensation Program
  
    
    Executive compensation should be industry and geographically competitive so that
we can attract, retain and motivate talented executives with appropriate
backgrounds and skill sets;
 
    
    Executives should be accountable for our performance as well as for their own
individual performances, so that their compensation should be tied to both
corporate financial measures and individual performance measures; and
 
    
    Executive compensation packages should include some equity-based compensation in
order to better align the interests of our executives with those of our
shareholders.
 Role of Executive Officers in Compensation Decisions
  2009 Executive Compensation Components
  
    
    Base salary;
 
    
    Cash incentive (or bonus) compensation;
 
    
    Equity incentive compensation; and
 
    
    Retirement, perquisites and other personal benefits.
 Base Salary
   - 37 -




---



##### 



Cash Incentive Compensation
     Name
    
    2009 Bonus AwardEdward B. Cloues, II
    
    $
    330,000Donald W. Melchiorre
    
    $
    165,000Kevin C. Bowen
    
    $
    120,000Robert E. Wisniewski
    
    $
    110,000Lukas Guenthardt
    
    $
    110,000Ronald R. Remick (former Chief Financial Officer) (1)
    
    $
    0
 (1)
    
    Mr. Remick resigned from his positions as Senior Vice President, Chief Financial Officer and
Treasurer of the Company, effective May 29, 2009.  - 38 -




---



##### 



Equity Incentive Compensation
   Retirement, Perquisites and Other Personal Benefits
  Deductibility of Executive Compensation
   - 39 -




---



##### 



Compensation Related to the Proposed Merger
   Compensation and Human Resources Committee Report
  Norman Cohen, ChairpersonRichard J. Pinola
  - 40 -




---



##### 



Summary Compensation Table
  Option
    
    
    All OtherSalary
    
    
    
    
    
    
    Stock Awards
    
    
    Awards
    
    
    Compensation($)
    
    
    Bonus
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    TotalName and Principal Position
    
    Year
    
    
    (1)
    
    
    ($)
    
    
    (2)
    
    
    (3)
    
    
    (1) (4)
    
    
    ($)Edward B. Cloues, II
    
    
    2009
    
    
    $
    529,884
    
    
    $
    330,000
    
    
    $
    141,620
    
    
    $
    0
    
    
    $
    65,794
    
    
    $
    1,067,298Chief Executive Officer and
    
    
    2008
    
    
    $
    525,867
    
    
    $
    475,000
    
    
    $
    391,980
    
    
    $
    0
    
    
    $
    59,218
    
    
    $
    1,452,065Chairman of the Board
    
    
    2007
    
    
    $
    508,079
    
    
    $
    725,000
    
    
    $
    280,500
    
    
    $
    0
    
    
    $
    69,807
    
    
    $
    1,583,386Donald W. Melchiorre
    
    
    2009
    
    
    $
    240,431
    
    
    $
    165,000
    
    
    $
    70,810
    
    
    $
    0
    
    
    $
    23,027
    
    
    $
    499,268Senior Vice President,
    
    
    2008
    
    
    $
    238,830
    
    
    $
    193,000
    
    
    $
    195,990
    
    
    $
    0
    
    
    $
    21,222
    
    
    $
    649,042Size Reduction Group and
    
    
    2007
    
    
    $
    230,755
    
    
    $
    283,500
    
    
    $
    140,250
    
    
    $
    0
    
    
    $
    20,935
    
    
    $
    675,440President and Chief
Executive Officer of
Pennsylvania Crusher
CorporationKevin C. Bowen
    
    
    2009
    
    
    $
    254,838
    
    
    $
    120,000
    
    
    $
    70,810
    
    
    $
    0
    
    
    $
    40,262
    
    
    $
    485,910Senior Vice President,
    
    
    2008
    
    
    $
    252,907
    
    
    $
    180,000
    
    
    $
    195,990
    
    
    $
    0
    
    
    $
    30,994
    
    
    $
    659,891Process Group and
    
    
    2007
    
    
    $
    244,352
    
    
    $
    300,000
    
    
    $
    140,250
    
    
    $
    0
    
    
    $
    39,420
    
    
    $
    724,022President and Chief
Executive Officer of
K-TronAmerica, Inc.Robert E. Wisniewski
    
    
    2009
    
    
    $
    242,515
    
    
    $
    110,000
    
    
    $
    70,810
    
    
    $
    0
    
    
    $
    31,094
    
    
    $
    454,419Senior Vice President,
Chief Financial Officer
and TreasurerLukas Guenthardt
    
    
    2009
    
    
    $
    225,283
    
    
    $
    110,000
    
    
    $
    70,810
    
    
    $
    0
    
    
    $
    33,755
    
    
    $
    439,848Senior Vice President,
    
    
    2008
    
    
    $
    223,576
    
    
    $
    140,000
    
    
    $
    195,990
    
    
    $
    0
    
    
    $
    28,129
    
    
    $
    587,695Corporate Development
    
    
    2007
    
    
    $
    216,021
    
    
    $
    240,000
    
    
    $
    140,250
    
    
    $
    0
    
    
    $
    32,083
    
    
    $
    628,354Ronald R. Remick (5)
    
    
    2009
    
    
    $
    127,631
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    26,081
    
    
    $
    153,712Former Senior Vice
    
    
    2008
    
    
    $
    241,779
    
    
    $
    165,000
    
    
    $
    195,990
    
    
    $
    0
    
    
    $
    33,221
    
    
    $
    635,990President, Chief
    
    
    2007
    
    
    $
    233,596
    
    
    $
    275,000
    
    
    $
    140,250
    
    
    $
    0
    
    
    $
    35,173
    
    
    $
    684,019Financial Officer and
Treasurer
 (1)
    
    Our fiscal year is reported on a fifty-two/fifty-three week period. Our fiscal years ended
January 2, 2010 and December 29, 2007 were fifty-two week years. Our fiscal year ended
January 3, 2009 was a fifty-three week year. Annual salaries paid to each of our named
executive officers reflect payments for 27 pay periods in fiscal year 2009, as compared to 26
pay periods in each of fiscal years 2008 and 2007.Salary for Messrs. Cloues, Melchiorre, Bowen and Guenthardt includes (i) their annual base
salaries of $530,700, $241,025, $255,230 and $225,630, respectively, paid on a bi-weekly
basis, for the first 14 pay periods of fiscal year 2009 and (ii) 92% of such annual base
salaries, reflecting a voluntary 8% base salary reduction for six months, paid on a
bi-weekly basis for the last 13 pay periods of fiscal year 2009. The Total Base Salary
amounts reflect 27 pay periods for fiscal year 2009, as compared to 26 pay periods for each
of fiscal years 2008 and 2007.Salary for Mr. Wisniewski includes (i) prior to his election to the positions of Chief
Financial Officer, Senior Vice President and Treasurer of K-Tron, a portion of both his
annual base salary of $190,000 and of a signing bonus which the Company viewed as salary,
for the period from January 4, 2009 to May 29, 2009 and (ii) a portion of his annual base
salary while employed as our Chief Financial Officer, Senior Vice President and Treasurer of
(a) $240,000, paid on a bi-weekly basis for the period from May 30, 2009, to July 5, 2009
and (b) 92% of such $240,000 annual base salary, reflecting a voluntary 8% base salary
reduction for six months, paid on a bi-weekly basis for the last 13 pay periods of fiscal
year 2009.  - 41 -




---



##### 



Salary for Mr. Remick includes a portion ($117,777) of his annual base salary of $244,000,
paid on a bi-weekly basis, for the period from January 4, 2009 to May 29, 2009, plus
$9,853.85 for accrued vacation pay owed and paid to him at the time
of his resignation (See Note 5 below).(2)
    
    Amounts in this column represent the aggregate grant date fair values in fiscal years 2009,
2008 and 2007 calculated in accordance with ASC 718 with respect to RSUs granted to
each of our named executive officers in fiscal year 2009, and shares of restricted stock
granted to each of our named executive officers in fiscal years 2008 and 2007, using the
closing prices as quoted on the NASDAQ Global Select Market or the NASDAQ Global Market, as
appropriate, on the dates of such grants as the award fair values.At the time
of his resignation (See Note 5 below), Mr. Remick   forfeited a total of
4,500 shares of unvested restricted stock pursuant to the terms of the applicable restricted
stock award agreements.(3)
    
    No stock options were granted to any of our named executive officers in fiscal years 2009,
2008 or 2007.(4)
    
    The amounts disclosed in this column include:(a) Company and subsidiary contributions under the Companys 401(k) Plan for Messrs.
Cloues, Bowen, Wisniewski, Guenthardt and Remick and under a subsidiarys 401(k) Plan for
Mr. Melchiorre, as follows: (i) for fiscal year 2009  Mr. Cloues $14,700, Mr. Melchiorre
$9,723, Mr. Bowen $14,700, Mr. Wisniewski $14,700, Mr. Guenthardt $14,700 and Mr. Remick
$14,700; (ii) for fiscal year 2008  Mr. Cloues $13,500, Mr. Melchiorre $9,200, Mr. Bowen
$13,500, Mr. Guenthardt $13,500, and Mr. Remick $13.500; and (iii) for fiscal year 2007 -
Mr. Cloues $13,500, Mr. Melchiorre $8,923, Mr. Bowen $13,500, Mr. Guenthardt $13,500 and Mr.
Remick $13,500.(b) Company and subsidiary payments for supplemental health insurance on behalf of the
following named executive officers: (i) for fiscal year 2009  Mr. Cloues $7,196, Mr.
Bowen $9,903, Mr. Wisniewski $1,529, Mr. Guenthardt $4,846 and Mr. Remick $4,652; (ii)
for fiscal year 2008  Mr. Cloues $4,380, Mr. Bowen $3,980, Mr. Guenthardt $2,523 and Mr.
Remick $5,491; and (iii) for fiscal year 2007  Mr. Cloues $12,045, Mr. Bowen $12,493, Mr.
Guenthardt $7,013 and Mr. Remick $7,820.(c) Company reimbursement of premiums for additional disability insurance for Mr. Cloues:
(i) for fiscal year 2009   $8,993; (ii) for fiscal year 2008  $9,600; and (iii) for fiscal
year 2007  $11,349.(d) Company and subsidiary payments for car allowances on behalf of the following named
executive officers: (i) for fiscal year 2009  Mr. Cloues $12,462, Mr. Melchiorre $10,395,
Mr. Bowen $12,462, Mr. Wisniewski $12,462, Mr. Guenthardt $12,462 and Mr. Remick $5,308;
(ii) for fiscal year 2008  Mr. Cloues $10,231, Mr. Melchiorre $10,010, Mr. Bowen $10,231,
Mr. Guenthardt $10,231 and Mr. Remick $10,231; and (iii) for fiscal year 2007  Mr. Cloues
$10,000, Mr. Melchiorre $10,000, Mr. Bowen $10,000, Mr. Guenthardt $10,000 and Mr. Remick
$10,000.(e) Company and subsidiary payments for estimated income taxes with respect to additional
life and, in the case of Mr. Cloues, disability insurance on behalf of the following named
executive officers: (i) for fiscal year 2009  Mr. Cloues $12,357, Mr. Bowen $903, Mr.
Wisniewski $578, Mr. Guenthardt $301 and Mr. Remick $418; (ii) for fiscal year 2008  Mr.
Cloues $12,183, Mr. Bowen $872, Mr. Guenthardt $313 and Mr. Remick $990; and (iii) for
fiscal year 2007  Mr. Cloues $13,381, Mr. Bowen $692, Mr. Guenthardt $188 and Mr. Remick
$949.(f) Miscellaneous perquisite and other personal benefits, including additional life
insurance and vehicle-related costs, none of
which exceeded the greater of $25,000 or 10% of the total amount of perquisites and personal
benefits for the named executive in any of fiscal years 2009, 2008 or 2007.(5)
    
    Mr. Remick resigned from his positions as Senior Vice President, Chief Financial Officer and
Treasurer of the Company, effective May 29, 2009.  - 42 -




---



##### 



Grants of Plan-Based Awards
  All Other StockAwards: Number of
    
    
    Grant Date FairShares of Stock
    
    
    Value of StockName
    
    Grant Date
    
    
    (#) (1)
    
    
    Awards ($) (2)Edward B. Cloues, II
    
    
    5/14/09
    
    
    
    2,000
    
    
    $
    141,620Donald W. Melchiorre
    
    
    5/14/09
    
    
    
    1,000
    
    
    $
    70,810Kevin C. Bowen
    
    
    5/14/09
    
    
    
    1,000
    
    
    $
    70,810Robert E. Wisniewski
    
    
    5/14/09
    
    
    
    1,000
    
    
    $
    70,810Lukas Guenthardt
    
    
    5/14/09
    
    
    
    1,000
    
    
    $
    70,810Ronald R. Remick
(former Chief
Financial Officer)
(3)
    
    
    
    
    
    
    0
    
    
    
    0
 (1)
    
    The number of shares represents RSUs granted to each named executive officer.(2)
    
    Based on the closing price of our Common Stock of $70.81 on the May 14, 2009 grant date, as
quoted on the NASDAQ Global Select Market.(3)
    
    Mr. Remick resigned from his positions as Senior Vice President, Chief Financial Officer and
Treasurer of the Company, effective May 29, 2009. No plan-based awards were made to him in
fiscal year 2009.  - 43 -




---



##### 



Outstanding Equity Awards at Fiscal Year-End
  Option Awards (1)
    
    
    Stock AwardsMarketNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value ofSecurities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Shares orUnderlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Units ofUnexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    Stock That
    
    
    Stock ThatOptions
    
    
    Options
    
    
    Exercise
    
    
    Option
    
    
    Have Not
    
    
    Have Not(#)
    
    
    (#)
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    VestedName
    
    Exercisable
    
    
    Unexercisable
    
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    ($) (7)Edward B. Cloues, II
    
    
    10,000
    
    
    
    0
    
    
    $
    12.20
    
    
    
    7/19/2011
    
    
    
    3,000
    (2)
    
    $
    326,2503,000
    (3)
    
    $
    326,2503,000
    (4)
    
    $
    326,2502,000
    (5)
    
    $
    217,500Donald W. Melchiorre
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    1,500
    (2)
    
    $
    163,1251,500
    (3)
    
    $
    163,1251,500
    (4)
    
    $
    163,1251,000
    (5)
    
    $
    108,750Kevin C. Bowen
    
    
    10,000
    
    
    
    0
    
    
    $
    12.20
    
    
    
    7/19/2011
    
    
    
    1,500
    (2)
    
    $
    163,1251,500
    (3)
    
    $
    163,1251,500
    (4)
    
    $
    163,1251,000
    (5)
    
    $
    108,750Robert E. Wisniewski
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    1,000
    (5)
    
    $
    108,7502,500
    (6)
    
    $
    271,875Lukas Guenthardt
    
    
    19,000
    
    
    
    0
    
    
    $
    12.20
    
    
    
    7/19/2011
    
    
    
    1,500
    (2)
    
    $
    163,1251,500
    (3)
    
    $
    163,1251,500
    (4)
    
    $
    163,1251,000
    (5)
    
    $
    108,750Ronald R. Remick
(former Chief
Financial Officer)
(8)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    
    
    
    
    
 (1)
    
    All option awards are fully vested.(2)
    
    These restricted stock awards were granted on May 5, 2006 and will vest on May 5, 2010.(3)
    
    These restricted stock awards were granted on May 11, 2007 and will vest on May 11, 2011.(4)
    
    These restricted stock awards were granted on July 17, 2008 and will vest on July 17, 2012.(5)
    
    These restricted stock unit awards were granted on May 14, 2009 and will vest on May 14, 2013.(6)
    
    These restricted stock awards were granted on February 23, 2008 and will vest on February 23,
2012.(7)
    
    Based on the closing price ($108.75 per share) of our Common Stock as quoted on the NASDAQ
Global Select Market on December 31, 2009, which was the final trading day in fiscal year
2009.(8)
    
    Mr. Remick resigned from his positions as Senior Vice President, Chief Financial Officer and
Treasurer of the Company, effective May 29, 2009, at which time he forfeited a total of 4,500
shares of unvested restricted stock pursuant to the terms of the applicable restricted stock
award agreements.  - 44 -




---



##### 



Option Exercises and Vested Stock Awards
  Option Awards
    
    
    Stock AwardsNumber of Shares
    
    
    
    
    
    
    Number of SharesAcquired on
    
    
    Value Realized on
    
    
    Acquired on
    
    
    Value Realized onExercise
    
    
    Exercise
    
    
    Vesting
    
    
    VestingName
    
    (#)
    
    
    ($) (1)
    
    
    (#)
    
    
    ($) (2)Edward B. Cloues, II
    
    
    10,000
    (3)
    
    $
    719,700
    
    
    
    3,000
    (6)
    
    $
    211,14010,000
    (4)
    
    $
    787,00010,000
    (5)
    
    $
    846,900Donald W. Melchiorre
    
    
    0
    
    
    
    0
    
    
    
    1,500
    (7)
    
    $
    105,570Kevin C. Bowen
    
    
    10,000
    (8)
    
    $
    786,000
    
    
    
    1,500
    (9)
    
    $
    105,570Robert E. Wisniewski
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Lukas Guenthardt
    
    
    0
    
    
    
    0
    
    
    
    1,500
    (10)
    
    $
    105,570Ronald R. Remick
    
    
    5,000
    
    
    $
    309,900
    
    
    
    1,500
    
    
    $
    105,570(former
Chief Financial Officer) (11)
    
    
    5,000
    
    
    $
    271,0002,500
    
    
    $
    119,4502,500
    
    
    $
    114,188
 (1)
    
    Calculated by multiplying the number of shares acquired on the exercise of the option award
by the difference between the exercise price and the market price of a share of our Common
Stock as quoted on the NASDAQ Global Select Market on the date of exercise.(2)
    
    Amounts reflect the market value of the shares on the day the shares vested (May 13, 2009 in
each case), based on the closing price ($70.38 per share) of our Common Stock as quoted on the
NASDAQ Global Select Market on that date.(3)
    
    2,524 of these shares of Common Stock, representing $212,445, were withheld to satisfy tax
withholding requirements incident to the exercise of the option to purchase 10,000 shares.(4)
    
    3,345 of these shares of Common Stock, representing $304,061, were withheld to satisfy tax
withholding requirements incident to the exercise of the option to purchase 10,000 shares.(5)
    
    3,454 of these shares of Common Stock, representing $334,658, were withheld to satisfy tax
withholding requirements incident to the exercise of the option to purchase 10,000 shares.(6)
    
    750 of these shares of Common Stock, representing $52,785, were withheld to satisfy tax
withholding requirements incident to the vesting of the 3,000 shares.(7)
    
    442 of these shares of Common Stock, representing $31,108, were withheld to satisfy tax
withholding requirements incident to the vesting of the 1,500 shares.(8)
    
    2,817 of these shares of Common Stock, representing $255,784, were withheld to satisfy tax
withholding requirements incident to the exercise of the option to purchase 10,000 shares.
Mr. Bowen traded in 1,343 shares of Common Stock, representing $121,944, to satisfy the
exercise cost of this option.(9)
    
    488 of these shares of Common Stock, representing $34,345, were withheld to satisfy tax
withholding requirements incident to the vesting of the 1,500 shares.(10)
    
    442 of these shares of Common Stock, representing $31,108, were withheld to satisfy tax
withholding requirements incident to the vesting of the 1,500 shares.(11)
    
    Mr. Remick resigned from his positions as Senior Vice President, Chief Financial Officer and
Treasurer of the Company, effective May 29, 2009, at which time he forfeited a total of 4,500
shares of unvested restricted stock pursuant to the terms of the applicable restricted stock
awards.  - 45 -




---



##### 



Employment Agreements and Potential Payments Upon Termination or Change of Control
 Mr. Cloues
     - 46 -




---



##### 



- 47 -




---



##### 



Messrs. Bowen, Guenthardt and Wisniewski
      - 48 -




---



##### 



Mr. Remick
   - 49 -




---



##### 



Director Compensation
  Fees Earnedor Paid inCash
    
    
    TotalName
    
    ($) (1)
    
    
    ($)Edward B. Cloues, II
    
    
    0
    
    
    
    0Norman Cohen
    
    $
    51,000
    
    
    $
    51,000Robert A. Engel
    
    $
    49,000
    
    
    $
    49,000Edward T. Hurd
    
    $
    50,000
    
    
    $
    50,000Richard J. Pinola
    
    $
    57,500
    
    
    $
    57,500
 (1)
    
    Amounts in this column reflect amounts paid in cash in fiscal year 2009 to directors who are
not employees of the Company for their membership on our Board of Directors and committees of
our Board of Directors. Mr. Cloues, who is our Chairman of the Board and Chief Executive
Officer, did not receive any separate payments for his service as a director.  Compensation and Human Resources Committee Interlocks and Insider Participation
   - 50 -




---



##### 



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters.
 Security Ownership of Certain Beneficial Owners and Management
  Percent ofNumber of Shares
    
    
    Common StockName of Individual or Identity of Group
    
    of Common Stock
    
    
    OutstandingDirectors and Named Executive Officers:Edward B. Cloues, II (1)(2)
    
    
    246,487
    
    
    
    8.64
    %Lukas Guenthardt (1)(3)
    
    
    36,355
    
    
    
    1.27
    %Kevin C. Bowen (1)
    
    
    29,095
    
    
    
    1.02
    %Richard J. Pinola (1)
    
    
    18,314
    
    
    
    *Robert A. Engel (1)
    
    
    12,500
    
    
    
    *Donald W. Melchiorre
    
    
    4,500
    
    
    
    *Norman Cohen (1)
    
    
    4,469
    
    
    
    *Edward T. Hurd
    
    
    3,500
    
    
    
    *Robert E. Wisniewski
    
    
    2,500
    
    
    
    *Ronald R. Remick (Former Chief Financial
Officer, resigned effective May 29, 2009)
    
    
    23,400
    
    
    
    *All directors and executive officers as a group
(9 persons) (4)
    
    
    357,720
    
    
    
    12.36
    %Other 5% Shareholders:D. F. Dent & Company, Inc. (5)
    
    
    170,594
    
    
    
    6.00
    %T. Rowe Price Associates, Inc. (6)
    
    
    256,923
    
    
    
    9.04
    %Royce & Associates, LLC (7)
    
    
    196,738
    
    
    
    6.92
    %Hillenbrand, Inc. (8)
    
    
    0
    
    
    
    0
    %
 
 *
    
    Less than 1%(1)
    
    Includes with respect to Mr. Cloues 10,000 shares, Mr. Guenthardt 19,000 shares, Mr. Bowen
10,000 shares, Mr. Pinola 6,000 shares, Mr. Engel 6,000 shares and Mr. Cohen 2,000 shares, all
of which shares underlie options that are currently exercisable or will be exercisable within
60 days after March 10, 2010. All such shares, to the extent the related options are not
exercised prior to the closing of the Merger, are not subject to the Voting Agreement, and;
with respect to these shares, sole voting and investment power is not shared with Hillenbrand
(but if any of the options were exercised, the shares covered thereby would be subject to the
Voting Agreement).(2)
    
    Includes 22,000 shares as to which Mr. Cloues shares voting and investment power with Mrs.
Jan Beebe, the beneficial owner, by power of attorney, and 1,200 shares as to which Mr. Cloues
shares voting and investment power with his mother, Mrs. Jeannette C. Cloues, also by power of
attorney. All such shares are not subject to the Voting Agreement, and with respect to these
shares, voting and investment power is not shared with Hillenbrand. Mr. Cloues does not have
an economic interest in Mrs. Beebes or Mrs. Cloues shares and disclaims beneficial ownership
of such shares. Mr. Cloues is not related to Mrs. Beebe. The business address of Mr. Cloues
is c/o K-Tron International, Inc., Routes 55 and 553, P.O. Box 888, Pitman, New Jersey 08071.Also includes 100 shares of Common Stock held by Mr. Cloues that are not subject to the
Voting Agreement and over which he has sole voting and investment power.(3)
    
    Includes 11,797 shares as to which Mr. Guenthardt shares voting and investment power with his
wife.  - 51 -




---



##### 



(4)
    
    Includes 53,000 shares subject to currently exercisable options or options that will be
exercisable within 60 days after March 10, 2010. All such shares, to the extent the related
options are not exercised prior to the closing of the Merger, are not subject to the Voting
Agreement, and with respect to these shares, sole voting and investment power is not shared
with Hillenbrand (but if any of the options were exercised, the shares covered thereby would
be subject to the Voting Agreement).(5)
    
    As reflected in a Schedule 13G/A filed February 19, 2010. According to D.F. Dent & Company,
Inc. (Dent), it (a) is a registered investment advisor and (b) has sole dispositive power
over all such shares. The principal address of Dent is 2 East Read Street, 6th Floor,
Baltimore, Maryland 21202.(6)
    
    As reflected in Amendment No. 18 to Schedule 13G filed February 12, 2010. According to T.
Rowe Price Associates, Inc. (Price Associates), it (a) is a registered investment adviser,
(b) has sole dispositive power over all such shares and (c) has sole voting power over 600
shares. 256,323 of the shares are owned by T. Rowe Price Small-Cap Value Fund, Inc.
(Small-Cap Value Fund), a registered investment company, as to which Price Associates serves
as investment adviser with power to direct investments. According to Small-Cap Value Fund, it
has sole voting power over such shares. The principal address of Price Associates is 100 East
Pratt Street, Baltimore, Maryland 21202.(7)
    
    As reflected in Amendment No. 2 to Schedule 13G filed January 25, 2010. According to Royce &
Associates, LLC (Royce), it (a) is a registered investment advisor and (b) has sole voting
and sole dispositive power over all such shares. The principal address of Royce is 745 Fifth
Avenue, New York, NY 10151.(8)
    
    As reflected in a Schedule 13D filed by Hillenbrand on January 15, 2010, Hillenbrand may be
deemed, pursuant to the Voting Agreement, to have beneficial ownership of 334,420 shares of
our Common Stock, which includes 281,420 shares of our Common Stock and 53,000 shares of our
Common Stock that would be issuable upon exercise of outstanding options held by Mr. Cloues,
Mr. Guenthardt, Mr. Bowen, Mr. Pinola, Mr. Engel and Mr. Cohen if such options were exercised
within 60 days after March 10, 2010. Hillenbrand does not directly own any shares of our
Common Stock as of the date hereof. Changes of Control
   Related Shareholder Matters
   - 52 -




---



##### 



Equity Compensation Plan Information
 Number of securitiesNumber of securities
    
    
    
    
    
    remaining available for futureto be issued upon
    
    
    Weighted-average
    
    
    issuance under equityexercise

    
    
    exercise price of
    
    
    compensation plansof outstanding options,
    
    
    outstanding options,
    

    
    (excluding securitiesPlan Category
    
    warrants and rights
    
    
    warrants and rights
    
    
    reflected in column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    53,000
    
    
    $
    14.15
    
    
    
    170,950Equity compensation
plans not approved by
security holders
    
    
    0
    
    
    
    0.00
    
    
    
    0Total
    
    
    53,000
    
    
    $
    14.15
    
    
    
    170,950
 Item 13 . Certain Relationships and Related Transactions, and Director Independence .
 Certain Relationships and Related Transactions
  Affirmative Determination Regarding Director Independence and Other Corporate Governance Matters
   Item 14 . Principal Accounting Fees and Services .
    - 53 -




---



##### 



Audit and Tax Fees
  2009
    
    
    2008Audit Fees
    
    $
    643,000
    
    
    $
    680,000Tax Fees
    
    
    14,000
    
    
    
    Other Fees
    
    
    10,000
    
    
    
    Total
    
    $
    667,000
    
    
    $
    680,000
   Audit-Related Fees
  All Other Fees
  Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered
Public Accountants
   - 54 -




---



##### 



PART IV
 Item 15 . Exhibits and Financial Statement Schedules .
 Financial Statements
 PageReport of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated
Balance Sheets as of January 2, 2010 and January 3, 2009
    
    
    F-2Consolidated Statements of Income for the Fiscal Years Ended 
January 2, 2010, January 3, 2009 and December 29, 2007
    
    
    F-3Consolidated Statements of Changes in Shareholders Equity for the Fiscal
Years Ended January 2, 2010, January 3, 2009 and December 29, 2007
    
    
    F-4Consolidated Statements of Cash Flows for the Fiscal Years Ended
January 2, 2010, January 3, 2009 and December 29, 2007
    
    
    F-5Notes to Consolidated Financial Statements
    
    
    F-6
 Financial Statement Schedule
 PageSchedule II  Valuation and Qualifying Accounts for the Fiscal Years
Ended January 2, 2010, January 3, 2009 and December 29, 2007
    
    
    S-1
 Exhibits .
 ExhibitNumber
    
    Description2.1
    
    
    Agreement and Plan of Merger, dated as of January 8, 2010, by and among Hillenbrand, Inc.,
Krusher Acquisition Corp. and K-Tron International, Inc. (Filed as Exhibit 2.1 to our report
on Form 8-K filed with the Securities and Exchange Commission on January 12, 2010 and
incorporated herein by reference)3.1
    
    
    Restated Certificate of Incorporation, as amended (Filed as Exhibit 3.1 to our annual
report on Form 10-K for the year ended January 2, 1999 and incorporated herein by reference)3.2
    
    
    Amended and Restated By-laws (Filed as Exhibit 3.1 to our report on Form 8-K filed with the
Securities and Exchange Commission on December 18, 2007 and incorporated herein by
reference)4.1
    
    
    Rights Agreement dated as of October 16, 2001 with American Stock Transfer & Trust Company,
as Rights Agent (Filed as Exhibit 4.1 to our report on Form 8-K filed with the Securities
and Exchange Commission on October 17, 2001 and incorporated herein by reference)4.2
    
    
    Amendment, dated as of January 8, 2010, to Rights Agreement dated as of October 16, 2001
with American Stock Transfer & Trust Company, as Rights Agent (Filed as Exhibit 4.1 to our
report on Form 8-K filed with the Securities and Exchange Commission on January 12, 2010 and
incorporated herein by reference)
  - 55 -




---



##### 



ExhibitNumber
    
    Description10.1
    
    
    K-Tron International, Inc. 2006 Equity Compensation Plan, as amended on May 11, 2007 (Filed
as Exhibit 10.1 to our report on Form 10-Q for the quarterly period ended June 30, 2007 and
incorporated herein by reference) **10.2
    
    
    K-Tron International, Inc. 1996 Amended and Restated Equity Compensation Plan, as amended
(Filed as Exhibit 10.3 to our annual report on Form 10-K for the year ended January 2, 1999
and incorporated herein by reference) **10.3
    
    
    Amendment 2001-1 to the K-Tron International, Inc. 1996 Amended and Restated Equity
Compensation Plan (Filed as Exhibit 10.4 to our annual report on Form 10-K for the year
ended December 29, 2001 and incorporated herein by reference) **10.4
    
    
    Amended and Restated Employment Agreement, dated as of November 11, 2008, by and between
K-Tron International, Inc. and Edward B. Cloues, II (Filed as Exhibit 10.1 to our report on
Form 8-K filed with the Securities and Exchange Commission on November 12, 2008 and
incorporated herein by reference)**10.5
    
    
    Amended and Restated Employment Agreement, dated as of November 11, 2008, by and between
K-Tron International, Inc. and Kevin C. Bowen (Filed as Exhibit 10.2 to our report on Form
8-K filed with the Securities and Exchange Commission on November 12, 2008 and incorporated
herein by reference)**10.6
    
    
    Amended and Restated Employment Agreement, dated as of November 11, 2008, by and between
K-Tron International, Inc. and Lukas Guenthardt (Filed as Exhibit 10.3 to our report on Form
8-K filed with the Securities and Exchange Commission on November 12, 2008 and incorporated
herein by reference)**10.7
    
    
    Amended and Restated Employment Agreement, dated as of March 26, 2009, by and between
K-Tron International, Inc. and Robert E. Wisniewski (Filed as Exhibit 10.1 to our report on
Form 8-K filed with the Securities and Exchange Commission on March 30, 2009 and
incorporated herein by reference)**10.8
    
    
    Form of Indemnification Agreement with our current directors and officers listed in Exhibit
10.9, which are identical in all material respects except for the director or officer who is
a party thereto and the date of execution (Filed as Exhibit 10.11 to our annual report on
Form 10-K for the year ended January 1, 2000 and incorporated herein by reference)**10.9
    
    
    List of current directors and officers with an Indemnification Agreement in the form
provided in Exhibit 10.8 (Filed as Exhibit 10.1 to our report on Form 10-Q for the quarterly
period ended July 4, 2009 and incorporated herein by reference)**10.10
    
    
    Loan Agreement, dated as of September 29, 2006, among K-Tron International, Inc., K-Tron
Investment Co., K-Tron Technologies, Inc., K-Tron America, Inc., Gundlach Equipment
Corporation, Pennsylvania Crusher Corporation and Jeffrey Specialty Equipment Corporation,
as Borrowers and the Financial Institutions referred to on the signature pages as Lenders
and Citizens Bank of Pennsylvania, individually as a Lender and as Agent (Filed as
Exhibit 10.1 to our report on Form 8-K filed with the Securities and Exchange Commission on
October 5, 2006 and incorporated herein by reference)10.11
    
    
    Voting Agreement, dated as of January 8, 2010, by and among Hillenbrand, Inc., Krusher
Acquisition Corp. and certain shareholders of K-Tron International, Inc. (Filed as Exhibit
10.1 to our report on Form 8-K filed with the Securities and Exchange Commission on January
12, 2010 and incorporated herein by reference)21.1
    
    
    Subsidiaries*23.1
    
    
    Consent of Grant Thornton LLP*
  - 56 -




---



##### 



ExhibitNumber
    
    Description31.1
    
    
    Chief Executive Officer Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the
Securities Exchange Act of 1934*31.2
    
    
    Chief Financial Officer Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the
Securities Exchange Act of 1934*32.1
    
    
    Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C.
Section 1350*
 
 *
    
    Filed herewith**
    
    Management contract or compensatory plan or arrangement required to be filed or
incorporated as an exhibit Exhibits
  - 57 -




---



##### 



SIGNATURES
  K-TRON INTERNATIONAL, INC.Date: March 15, 2010
    By:

/s/ EDWARD B. CLOUES, IIEdward B. Cloues, IIChief Executive Officer  Signature
    
    Date
    
    Capacity/s/ EDWARD B. CLOUES, II

Edward B. Cloues, II
    
    March 15, 2010
    
    Chief Executive Officer and
Chairman of the Board of Directors
(principal executive officer)/s/ ROBERT E. WISNIEWSKI

Robert E. Wisniewski
    
    March 15, 2010
    
    Senior Vice President,
Chief Financial Officer and
Treasurer 
(principal financial
officer)/s/ ANDREW T. BOYD

Andrew T. Boyd
    
    March 15, 2010
    
    Director of Corporate Accounting and Tax
(principal accounting officer)/s/ NORMAN COHEN

Norman Cohen
    
    March 15, 2010
    
    Director/s/ ROBERT A. ENGEL

Robert A. Engel
    
    March 15, 2010
    
    Director/s/ EDWARD T. HURD

Edward T. Hurd
    
    March 15, 2010
    
    Director/s/ RICHARD J. PINOLA

Richard J. Pinola
    
    March 15, 2010
    
    Director




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Index to Consolidated Financial Statements and Financial Statement Schedule
 PageReport of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Balance Sheets as of January 2, 2010 and January 3, 2009
    
    
    F-2Consolidated Statements of Income for the Fiscal Years Ended January 2, 2010,
January 3, 2009 and December 29, 2007
    
    
    F-3Consolidated Statements of Changes in Shareholders Equity for the Fiscal Years
Ended January 2, 2010, January 3, 2009 and December 29, 2007
    
    
    F-4Consolidated Statements of Cash Flows for the Fiscal
Years Ended January 2, 2010, January 3, 2009 and December 29, 2007
    
    
    F-5Notes to Consolidated Financial Statements
    
    
    F-6Schedule:Schedule II  Valuation and Qualifying Accounts for the Fiscal Years Ended January 2,
2010, January 3, 2009 and December 29, 2007
    
    
    S-1




---



##### 



Report of Independent Registered Public Accounting Firm
 
    Internal ControlIntegrated
Framework )
     F-1




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 
 Consolidated Balance Sheets
 January 2,
    
    
    January 3,2010
    
    
    2009(Dollars in thousands, exceptshare data)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    62,623
    
    
    $
    41,623Restricted cash
    
    
    292
    
    
    
    530Accounts receivable, net of allowance for doubtful accounts
of $1,387 and $1,214
    
    
    25,878
    
    
    
    36,625Inventories, net of inventory reserve of $1,786 and $1,390
    
    
    26,359
    
    
    
    28,776Deferred income taxes
    
    
    3,109
    
    
    
    2,371Prepaid expenses and other current assets
    
    
    3,357
    
    
    
    4,498Total current assets
    
    
    121,618
    
    
    
    114,423Property, plant and equipment, net of accumulated depreciation
of $49,051 and $43,338
    
    
    23,926
    
    
    
    26,701Patents, net of accumulated amortization of $1,843 and $1,673
    
    
    1,297
    
    
    
    1,381Goodwill
    
    
    30,279
    
    
    
    29,059Other intangibles, net of accumulated amortization of $3,616 and $2,683
    
    
    20,433
    
    
    
    21,366Other assets
    
    
    5,583
    
    
    
    6,438Deferred income taxes
    
    
    1,100
    
    
    
    76Total assets
    
    $
    204,236
    
    
    $
    199,444LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    1,000
    
    
    $
    1,662Accounts payable
    
    
    10,767
    
    
    
    13,156Accrued expenses and other current liabilities
    
    
    10,221
    
    
    
    11,198Accrued commissions
    
    
    4,231
    
    
    
    5,285Customer advances
    
    
    6,820
    
    
    
    7,828Income taxes payable
    
    
    2,161
    
    
    
    4,170Deferred income taxes
    
    
    4,949
    
    
    
    3,430Total current liabilities
    
    
    40,149
    
    
    
    46,729Long-term debt, net of current portion
    
    
    7,000
    
    
    
    22,000Deferred income taxes
    
    
    3,520
    
    
    
    3,771Other non-current liabilities
    
    
    255
    
    
    
    892Series B Junior Participating Preferred Shares, $0.01 par value.Authorized 50,000 shares; issued none
    
    
    
    
    
    
    Shareholders equity:Preferred stock, $0.01 par value. Authorized 950,000 shares;
issued none
    
    
    
    
    
    
    Common stock, $0.01 par value. Authorized 50,000,000 shares;
issued 4,866,980 and 4,800,139 shares
    
    
    49
    
    
    
    48Paid-in capital
    
    
    31,891
    
    
    
    28,455Retained earnings
    
    
    137,904
    
    
    
    116,349Accumulated other comprehensive income
    
    
    13,543
    
    
    
    9,483183,387
    
    
    
    154,335Treasury stock, 2,028,297 and 2,008,192 shares, at cost
    
    
    (30,075
    )
    
    
    (28,283
    )Total shareholders equity
    
    
    153,312
    
    
    
    126,052Total liabilities and shareholders equity
    
    $
    204,236
    
    
    $
    199,444
   F-2




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 
 Consolidated Statements of Income
 For the Fiscal Year EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007(Dollars in thousands, except share data)Revenues:Equipment and parts
    
    $
    180,757
    
    
    $
    231,309
    
    
    $
    190,088Services and freight
    
    
    10,017
    
    
    
    11,709
    
    
    
    11,497Other
    
    
    
    
    
    
    
    
    
    
    92Total revenues
    
    
    190,774
    
    
    
    243,018
    
    
    
    201,677Cost of revenues:Equipment and parts
    
    
    101,225
    
    
    
    131,624
    
    
    
    105,671Services and freight
    
    
    8,277
    
    
    
    9,991
    
    
    
    9,778Total cost of revenues
    
    
    109,502
    
    
    
    141,615
    
    
    
    115,449Gross profit
    
    
    81,272
    
    
    
    101,403
    
    
    
    86,228Operating expenses:Selling, general, and administrative
    
    
    49,521
    
    
    
    60,936
    
    
    
    51,961Research and development
    
    
    1,871
    
    
    
    2,486
    
    
    
    2,389Total operating expenses
    
    
    51,392
    
    
    
    63,422
    
    
    
    54,350Operating income
    
    
    29,880
    
    
    
    37,981
    
    
    
    31,878Other income (expense):Interest expense, net
    
    
    (936
    )
    
    
    (993
    )
    
    
    (1,736
    )Gain on sale of investment
    
    
    2,972
    
    
    
    
    
    
    
    Income before income taxes
    
    
    31,916
    
    
    
    36,988
    
    
    
    30,142Income tax provision
    
    
    10,361
    
    
    
    11,215
    
    
    
    8,821Net income
    
    $
    21,555
    
    
    $
    25,773
    
    
    $
    21,321Basic earnings per share
    
    $
    7.64
    
    
    $
    9.37
    
    
    $
    7.93Diluted earnings per share
    
    
    7.50
    
    
    
    9.03
    
    
    
    7.49Weighted average common shares outstanding (basic)
    
    
    2,821,000
    
    
    
    2,752,000
    
    
    
    2,688,000Weighted average common and common
equivalent shares outstanding (diluted)
    
    
    2,873,000
    
    
    
    2,855,000
    
    
    
    2,848,000
   F-3




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 
 Consolidated
Statements of Changes in Shareholders Equity
 Fiscal Years ended January 2, 2010, January 3, 2009 and December 29, 2007
 AccumulatedOtherCommon Stock
    
    
    Paid-in
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury StockShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Shares
    
    
    Amount
    
    
    Total(Dollars in thousands, except share data)Balance, December 30, 2006
    
    
    4,615,623
    
    
    $
    46
    
    
    $
    20,319
    
    
    $
    69,255
    
    
    $
    3,275
    
    
    
    2,002,574
    
    
    $
    (27,514
    )
    
    $
    65,381Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,321
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,321Translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,237
    
    
    
    
    
    
    
    
    
    
    
    3,237Unrealized loss
on interest rate
swap, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (236
    )
    
    
    
    
    
    
    
    
    
    
    (236
    )Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,322Issuance of stock
    
    
    100,760
    
    
    
    1
    
    
    
    4,249
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,250Balance, December 29, 2007
    
    
    4,716,383
    
    
    
    47
    
    
    
    24,568
    
    
    
    90,576
    
    
    
    6,276
    
    
    
    2,002,574
    
    
    
    (27,514
    )
    
    
    93,953Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,773
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,773Translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,200
    
    
    
    
    
    
    
    
    
    
    
    1,200Unrealized loss
on interest rate
swap, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (254
    )
    
    
    
    
    
    
    
    
    
    
    (254
    )Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,719Adoption of ASC 715,
net of taxes of $638
(See Note 9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,261
    
    
    
    
    
    
    
    
    
    
    
    2,261Issuance of stock
    
    
    83,756
    
    
    
    1
    
    
    
    3,887
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,888Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,618
    
    
    
    (769
    )
    
    
    (769
    )Balance, January 3, 2009
    
    
    4,800,139
    
    
    $
    48
    
    
    $
    28,455
    
    
    $
    116,349
    
    
    $
    9,483
    
    
    
    2,008,192
    
    
    $
    (28,283
    )
    
    $
    126,052Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,555
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,555Translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,539
    
    
    
    
    
    
    
    
    
    
    
    2,539Unrealized gain
on interest rate
swap, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    382
    
    
    
    
    
    
    
    
    
    
    
    382Change in defined
benefit plan, net of
taxes of $293
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,139
    
    
    
    
    
    
    
    
    
    
    
    1,139Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,615Issuance of stock
    
    
    66,841
    
    
    
    1
    
    
    
    3,436
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,437Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,105
    
    
    
    (1,792
    )
    
    
    (1,792
    )Balance, January 2, 2010
    
    
    4,866,980
    
    
    $
    49
    
    
    $
    31,891
    
    
    $
    137,904
    
    
    $
    13,543
    
    
    
    2,028,297
    
    
    $
    (30,075
    )
    
    $
    153,312
   F-4




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 
 Consolidated Statements of Cash Flows
 For the Fiscal Year EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007(Dollars in thousands)Operating activities:Net income
    
    $
    21,555
    
    
    $
    25,773
    
    
    $
    21,321Adjustments to reconcile net income to net
cash provided by operating activities:Gain on sale of investment
    
    
    (2,972
    )
    
    
    
    
    
    
    Gain on disposition of assets
    
    
    
    
    
    
    
    
    
    
    (92
    )Depreciation and amortization
    
    
    6,023
    
    
    
    5,952
    
    
    
    5,573Non-cash compensation
    
    
    613
    
    
    
    622
    
    
    
    453Deferred income taxes
    
    
    (479
    )
    
    
    1,139
    
    
    
    344Changes in assets and liabilities-net of business acquired:Accounts receivable, net
    
    
    11,306
    
    
    
    (5,398
    )
    
    
    (1,466
    )Inventories, net
    
    
    2,950
    
    
    
    153
    
    
    
    (833
    )Prepaid expenses and other current assets
    
    
    1,223
    
    
    
    (770
    )
    
    
    571Other assets
    
    
    (761
    )
    
    
    159
    
    
    
    125Accounts payable
    
    
    (2,787
    )
    
    
    1,015
    
    
    
    (769
    )Accrued expenses and other current liabilities
    
    
    (5,086
    )
    
    
    (1,987
    )
    
    
    1,821Net cash provided by operating activities
    
    
    31,585
    
    
    
    26,658
    
    
    
    27,048Investing activities:Proceeds
from disposition of assets
    
    
    3,544
    
    
    
    
    
    
    
    428Businesses acquired, net of cash received
    
    
    
    
    
    
    (400
    )
    
    
    (16,339
    )Capital expenditures
    
    
    (1,820
    )
    
    
    (3,686
    )
    
    
    (2,265
    )Restricted cash
    
    
    238
    
    
    
    653
    
    
    
    (763
    )Other
    
    
    (86
    )
    
    
    (70
    )
    
    
    (30
    )Net cash provided by (used in) investing
activities
    
    
    1,876
    
    
    
    (3,503
    )
    
    
    (18,969
    )Financing activities:Proceeds from issuance of long-term debt
    
    
    
    
    
    
    10,900
    
    
    
    24,130Principal payments on long-term debt
    
    
    (15,662
    )
    
    
    (25,352
    )
    
    
    (20,794
    )Purchase of common stock
    
    
    (1,379
    )
    
    
    (769
    )
    
    
    Tax benefit from stock option exercises and vesting of
restricted stock grants
    
    
    1,562
    
    
    
    1,619
    
    
    
    2,076Proceeds from issuance of common stock
    
    
    855
    
    
    
    447
    
    
    
    1,333Net cash (used in) provided by financing
activities
    
    
    (14,624
    )
    
    
    (13,155
    )
    
    
    6,745Effect of exchange rate changes on cash and cash equivalents
    
    
    2,163
    
    
    
    770
    
    
    
    1,991Net increase in cash and cash equivalents
    
    
    21,000
    
    
    
    10,770
    
    
    
    16,815Cash and cash equivalents:Beginning of year
    
    
    41,623
    
    
    
    30,853
    
    
    
    14,038End of year
    
    $
    62,623
    
    
    $
    41,623
    
    
    $
    30,853Supplemental disclosures of cash flow information:Cash paid during the year for:Interest
    
    $
    1,157
    
    
    $
    1,799
    
    
    $
    2,166Income taxes
    
    
    10,372
    
    
    
    9,573
    
    
    
    6,057Seller financing for businesses acquired
    
    $
    
    
    
    $
    
    
    
    $
    446
   F-5




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 
 Notes to Consolidated Financial Statements
 January 2, 2010, January 3, 2009 and December 29, 2007
 (1) Nature of Operations and Proposed Merger
 (a) Nature of Operations
  (b) Proposed Merger
   (2) Summary of Significant Accounting Policies
 (a) Principles of Consolidation
  (b) Fiscal Year
  (c) Cash and Cash Equivalents and Restricted Cash
    F-6




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
 (d) Inventories
  (e) Property, Plant and Equipment
  (f) Patents
  (g) Goodwill and Other Intangible Assets
   (h) Income Taxes
  (i) Revenue Recognition and Allowance for Doubtful Accounts
  
    
    Persuasive evidence of an arrangement exists;
    
    Shipment has occurred or services have been rendered;
    
    The sellers price to the buyer is fixed or determinable; and
    
    Collectibility is reasonably assured.
  F-7




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
  
    
    Risk of ownership has passed to the buyer;
    
    The buyer has made a fixed commitment to purchase the goods in writing;
    
    The buyer requested the transaction to be on a bill and hold basis;
    
    There is a fixed and reasonable delivery date;
    
    No specific performance obligations by the seller remain;
    
    The goods are segregated from other inventory and not available to others; and
    
    The product is complete and ready for shipment.
  
    
    The date by which the Company expects payment and whether the Company has modified
its normal billing and credit terms to the buyer;
    
    The Companys history with bill and hold transactions;
    
    The buyer must bear risk of loss;
    
    The Companys custodial function is insurable and insured; and
    
    The business reasons for the bill and hold arrangement have not introduced a
contingency to the buyers fixed commitment to purchase the goods.
   (j) Research and Development
  (k) Foreign Currency
    F-8




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
 (l) Share-Based Compensation
        (m) Fair Value of Financial Instruments
  (n) Derivative Instruments
   F-9




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
 (o) Employee Defined Benefit Plan
    (p) Use of Estimates
  (q) New Accounting Pronouncements
     F-10




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
     (3) Acquisitions and Divestments
   F-11




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
      Useful Life
    
    
    2007(In thousands)Patents
    
    10 years
    
    $
    200Goodwill
    
    Indefinite
    
    
    4,614Customer relationships
    
    10 years
    
    
    2,700Drawings
    
    25 years
    
    
    1,160Tradenames
    
    Indefinite
    
    
    1,400Other Asset
    
    4 months
    
    
    27$
    10,101
  F-12




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
  2007(In thousands)Cash
    
    $
    1,670Accounts receivables
    
    
    5,107Inventories
    
    
    3,565Costs in excess of billings, net of billings in excess of costs
    
    
    1,568Deferred tax asset
    
    
    1,058Other current assets
    
    
    531Property, plant and equipment
    
    
    52Patents
    
    
    200Goodwill
    
    
    4,614Customer relationships
    
    
    2,700Drawings
    
    
    1,160Tradenames
    
    
    1,400Accounts payable
    
    
    (2,821
    )Accrued expenses and other current liabilities
    
    
    (3,713
    )Deferred tax liabilities
    
    
    (16
    )$
    17,075
    (4) Inventories
  2009
    
    
    2008(In thousands)Components
    
    $
    22,701
    
    
    $
    22,434Work-in-process
    
    
    4,581
    
    
    
    6,647Finished goods
    
    
    863
    
    
    
    1,085Inventory reserves
    
    
    (1,786
    )
    
    
    (1,390
    )$
    26,359
    
    
    $
    28,776
   F-13




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
 (5) Property, Plant and Equipment
  2009
    
    
    2008(In thousands)Land
    
    $
    2,126
    
    
    $
    2,065Buildings and improvements
    
    
    29,840
    
    
    
    29,585Automotive equipment
    
    
    335
    
    
    
    318Machinery and equipment
    
    
    19,505
    
    
    
    18,445Furniture and equipment, including computer equipment
and software
    
    
    21,171
    
    
    
    19,62672,977
    
    
    
    70,039Less accumulated depreciation and amortization
    
    
    (49,051
    )
    
    
    (43,338
    )$
    23,926
    
    
    $
    26,701
  (6) Intangible Assets
  2009
    
    
    2008Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amortization(In thousands)Amortized intangible assetsPatents
    
    $
    3,140
    
    
    $
    1,843
    
    
    $
    3,054
    
    
    $
    1,673Drawings
    
    
    6,140
    
    
    
    1,251
    
    
    
    6,140
    
    
    
    1,005Customer relationships
    
    
    11,299
    
    
    
    2,365
    
    
    
    11,299
    
    
    
    1,678$
    20,579
    
    
    $
    5,459
    
    
    $
    20,493
    
    
    $
    4,356Unamortized intangible assetsTrademarks and tradenames
    
    $
    6,610
    
    
    
    
    
    
    $
    6,610
   F-14




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
  Amount(In thousands)Fiscal year:2010
    
    $
    1,1052011
    
    
    1,1132012
    
    
    1,1222013
    
    
    1,0402014
    
    
    1,035Thereafter
    
    
    9,705$
    15,120
 (7)
    Accrued Warranty  2009
    
    
    2008(In thousands)Beginning balance
    
    $
    2,231
    
    
    $
    2,194Accrual of warranty expense
    
    
    1,517
    
    
    
    2,351Warranty costs incurred
    
    
    (1,475
    )
    
    
    (2,356
    )Foreign exchange adjustment
    
    
    65
    
    
    
    42Ending balance
    
    $
    2,338
    
    
    $
    2,231
 (8)
    
    Notes Payable to Banks and Other Long-Term Debt     F-15




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
   Expiration ofInterest RateAmount
    
    
    Period
    
    
    Per Annum RateThree-year interest rate swap
    
    $
    2,000,000
    
    
    
    09/24/2010
    
    
    
    5.665
    %Four-year interest rate swap
    
    
    5,000,000
    
    
    
    10/13/2010
    
    
    
    6.095
    %$
    7,000,000
        F-16




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
  2009
    
    
    2008(In thousands)U.S. revolving line of credit
    
    $
    7,000
    
    
    $
    21,000U.S. mortgage
    
    
    
    
    
    
    662U.S. term notes
    
    
    1,000
    
    
    
    2,0008,000
    
    
    
    23,662Less current portion
    
    
    (1,000
    )
    
    
    (1,662
    )Total long-term debt, net of current portion
    
    $
    7,000
    
    
    $
    22,000
  Amount(In thousands)Fiscal year:2010
    
    $
    1,0002011
    
    
    7,000$
    8,000
 (9) Employee Benefit Plans
      F-17




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
   Change in pension obligation:Projected pension obligation at January 3, 2009
    
    $
    20,139,000Service cost
    
    
    705,000Interest cost
    
    
    1,672,000Actuarial gain
    
    
    (651,000
    )Benefit payments
    
    
    (2,331,000
    )Foreign exchange adjustment
    
    
    886,000Projected pension obligation at January 2, 2010
    
    $
    20,420,000Change in plan assets:Fair value of plan assets at January 3, 2009
    
    $
    23,038,000Actual return on plan assets
    
    
    1,515,000Employer and employee contributions
    
    
    1,483,000Benefits paid
    
    
    (2,331,000
    )Foreign exchange adjustment
    
    
    1,074,000Fair value of plan assets at January 2, 2010
    
    $
    24,779,000Amounts recorded in the consolidated balance sheet at January 2, 2010Other long-term assets
    
    $
    4,359,000Long-term income tax liabilities
    
    
    960,000
  2009
    
    
    2008Debt securities
    
    
    61.1
    %
    
    
    60.2
    %Bank deposits
    
    
    14.7
    
    
    
    14.1Equity securities
    
    
    11.2
    
    
    
    12.7Real estate funds
    
    
    12.0
    
    
    
    10.7Other
    
    
    1.0
    
    
    
    2.3Total
    
    
    100.0
    %
    
    
    100.0
    %
  2009
    
    
    2008Discount rate
    
    
    3.5
    %
    
    
    3.5
    %Salary increase rate
    
    
    2.0
    %
    
    
    2.0
    %Expected return on plan assets
    
    
    4.0
    %
    
    
    4.0
    %Expected average remaining working life (in years)
    
    
    12.9
    
    
    
    13.2
  F-18




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
    Fiscal Year
    
    Amount2010
    
    $
    582,0002011
    
    
    592,0002012
    
    
    611,0002013
    
    
    631,0002014
    
    
    640,0002015 to 2019
    
    
    3,298,000
  (10) Shareholders Equity and Share Compensation Plans
       F-19




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
     WeightedAverage
    
    
    
    
    
    
    Weighted AverageOption
    
    
    Aggregate
    
    
    Remaining ContractualShares
    
    
    Exercise
    
    
    Intrinsic
    
    
    Terms (in years)Under
    
    
    Price
    
    
    Value
    
    
    Options
    
    
    OptionsOption
    
    
    Per Share
    
    
    ($000)
    
    
    Outstanding
    
    
    ExercisableBalance, December 30, 2006
    
    
    285,210
    
    
    $
    15.20
    
    
    
    
    
    
    
    2.96
    
    
    
    3.01Exercised
    
    
    (91,760
    )
    
    
    14.51Balance, December 29, 2007
    
    
    193,450
    
    
    
    15.52
    
    
    
    
    
    
    
    2.49
    
    
    
    2.49Exercised
    
    
    (76,450
    )
    
    
    17.35Balance, January 3, 2009
    
    
    117,000
    
    
    
    13.72
    
    
    
    
    
    
    
    2.48
    
    
    
    2.48Exercised
    
    
    (64,000
    )
    
    
    13.38Balance, January 2, 2010
    
    
    53,000
    
    
    $
    14.15
    
    
    $
    5,014
    
    
    
    1.97
    
    
    
    1.97
    F-20




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
 (11) Shareholder Rights Plan
   (12) Income Taxes
  2009
    
    
    2008
    
    
    2007(In thousands)United States
    
    $
    22,082
    
    
    $
    22,232
    
    
    $
    16,957Foreign
    
    
    9,834
    
    
    
    14,756
    
    
    
    13,185Income before income tax
    
    $
    31,916
    
    
    $
    36,988
    
    
    $
    30,142
  2009
    
    
    2008
    
    
    2007(In thousands)Current:Federal and state
    
    $
    8,572
    
    
    $
    6,487
    
    
    $
    5,677Foreign
    
    
    2,268
    
    
    
    3,589
    
    
    
    2,800Total current
    
    
    10,840
    
    
    
    10,076
    
    
    
    8,477Deferred:Federal and state
    
    
    (536
    )
    
    
    1,093
    
    
    
    244Foreign
    
    
    57
    
    
    
    46
    
    
    
    100Total deferred
    
    
    (479
    )
    
    
    1,139
    
    
    
    344Total net income tax provision
    
    $
    10,361
    
    
    $
    11,215
    
    
    $
    8,821
  F-21




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
  2009
    
    
    2008(In thousands)Deferred tax assetsFixed assets and intangibles
    
    $
    401
    
    
    $
    199Accrued liabilities
    
    
    1,154
    
    
    
    980Net operating loss carryforwards
    
    
    341
    
    
    
    350Inventory basis differences
    
    
    1,108
    
    
    
    899Foreign tax credit carryforwards
    
    
    216
    
    
    
    216Other
    
    
    1,495
    
    
    
    3224,715
    
    
    
    2,966Valuation allowance
    
    
    (506
    )
    
    
    (519
    )Total assets
    
    
    4,209
    
    
    
    2,447Deferred tax liabilitiesDepreciation
    
    
    (6,021
    )
    
    
    (5,373
    )Pension liability
    
    
    (959
    )
    
    
    (638
    )Other
    
    
    (1,489
    )
    
    
    (1,190
    )Total liabilities
    
    
    (8,469
    )
    
    
    (7,201
    )Net deferred tax liability
    
    $
    (4,260
    )
    
    $
    (4,754
    )
     2009
    
    
    2008
    
    
    2007(In thousands)Income tax provision on income before
income tax at statutory federal
income tax rates
    
    $
    11,171
    
    
    $
    12,946
    
    
    $
    10,248Increase in incremental tax rate to 35%
    
    
    
    
    
    
    
    
    
    
    8Foreign tax rate differential
    
    
    (1,125
    )
    
    
    (1,633
    )
    
    
    (1,592
    )State tax net of federal benefit
    
    
    472
    
    
    
    282
    
    
    
    351Other U.S. and foreign permanent tax differences
    
    
    462
    
    
    
    (171
    )
    
    
    (116
    )Changes in valuation allowance
    
    
    (25
    )
    
    
    (28
    )
    
    
    (15
    )Decrease in tax reserve, net
    
    
    (594
    )
    
    
    (181
    )
    
    
    (63
    )Income tax provision
    
    $
    10,361
    
    
    $
    11,215
    
    
    $
    8,821
  F-22




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
 (13)
    
    Related Party Transactions   (14) Earnings Per Share
   Net IncomeAvailableto Common
    
    
    
    
    
    
    EarningsShareholders
    
    
    Shares
    
    
    per Share2009:Basic
    
    $
    21,555,000
    
    
    
    2,821,000
    
    
    $
    7.64Common share equivalent
of outstanding options and
restricted stock units
    
    
    
    
    
    
    52,000
    
    
    
    (0.14
    )Diluted
    
    $
    21,555,000
    
    
    
    2,873,000
    
    
    $
    7.502008:Basic
    
    $
    25,773,000
    
    
    
    2,752,000
    
    
    $
    9.37Common share equivalent
of options outstanding
    
    
    
    
    
    
    103,000
    
    
    
    (0.34
    )Diluted
    
    $
    25,773,000
    
    
    
    2,855,000
    
    
    $
    9.032007:Basic
    
    $
    21,321,000
    
    
    
    2,688,000
    
    
    $
    7.93Common share equivalent
of options outstanding
    
    
    
    
    
    
    160,000
    
    
    
    (0.44
    )Diluted
    
    $
    21,321,000
    
    
    
    2,848,000
    
    
    $
    7.49
   F-23




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
 (15) Commitments and Contingencies
   OperatingLeases(In thousands)2010
    
    $
    1,6442011
    
    
    1,1262012
    
    
    7952013
    
    
    5712014
    
    
    4752015
    
    
    39$
    4,650
     (16) Management Geographic Information
   F-24




---



##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
  Americas
    
    
    EMEA/Asia
    
    
    Eliminations
    
    
    Consolidated(In thousands)2009:Revenues:Sales to unaffiliated customers
    
    $
    137,310
    
    
    $
    53,464
    
    
    $
    
    
    
    $
    190,774Sales to affiliates
    
    
    7,924
    
    
    
    4,124
    
    
    
    (12,048
    )
    
    
    Total sales
    
    $
    145,234
    
    
    $
    57,588
    
    
    $
    (12,048
    )
    
    $
    190,774Operating income
    
    
    22,692
    
    
    
    7,099
    
    
    
    89
    
    
    
    29,880Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (936
    )Gain on sale of investment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,972Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    31,916Capital expenditures
    
    
    1,631
    
    
    
    189
    
    
    
    
    
    
    
    1,820Depreciation and amortization expense
    
    
    4,382
    
    
    
    1,641
    
    
    
    
    
    
    
    6,023Total assets
    
    
    118,175
    
    
    
    86,061
    
    
    
    
    
    
    
    204,2362008:Revenues:Sales to unaffiliated customers
    
    $
    159,339
    
    
    $
    83,679
    
    
    $
    
    
    
    $
    243,018Sales to affiliates
    
    
    9,408
    
    
    
    5,248
    
    
    
    (14,656
    )
    
    
    Total sales
    
    $
    168,747
    
    
    $
    88,927
    
    
    $
    (14,656
    )
    
    $
    243,018Operating income
    
    
    23,072
    
    
    
    14,889
    
    
    
    20
    
    
    
    37,981Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (993
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    36,988Capital expenditures
    
    
    2,512
    
    
    
    1,174
    
    
    
    
    
    
    
    3,686Depreciation and amortization expense
    
    
    4,103
    
    
    
    1,849
    
    
    
    
    
    
    
    5,952Total assets
    
    
    123,121
    
    
    
    76,323
    
    
    
    
    
    
    
    199,4442007:Revenues:Sales to unaffiliated customers
    
    $
    133,708
    
    
    $
    67,969
    
    
    $
    
    
    
    $
    201,677Sales to affiliates
    
    
    4,858
    
    
    
    5,710
    
    
    
    (10,568
    )
    
    
    Total sales
    
    $
    138,566
    
    
    $
    73,679
    
    
    $
    (10,568
    )
    
    $
    201,677Operating income
    
    
    19,224
    
    
    
    12,685
    
    
    
    (31
    )
    
    
    31,878Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,736
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    30,142Capital expenditures
    
    
    1,193
    
    
    
    1,072
    
    
    
    
    
    
    
    2,265Depreciation and amortization expense
    
    
    3,964
    
    
    
    1,609
    
    
    
    
    
    
    
    5,573Total assets
    
    
    123,473
    
    
    
    60,645
    
    
    
    
    
    
    
    184,118
  F-25




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##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements  (Continued)
  2009
    
    
    2008
    
    
    2007(In thousands)Americas:U.S.
    
    $
    107,942
    
    
    $
    114,272
    
    
    $
    104,615Canada
    
    
    9,761
    
    
    
    18,521
    
    
    
    7,453All others
    
    
    19,607
    
    
    
    26,546
    
    
    
    21,640Total
    
    
    137,310
    
    
    
    159,339
    
    
    
    133,708EMEA/Asia:China
    
    
    5,532
    
    
    
    5,599
    
    
    
    6,812Germany
    
    
    7,923
    
    
    
    12,153
    
    
    
    11,108Great Britain
    
    
    6,600
    
    
    
    7,384
    
    
    
    9,286Italy
    
    
    5,800
    
    
    
    10,410
    
    
    
    3,057Netherlands
    
    
    1,181
    
    
    
    2,073
    
    
    
    7,727All others
    
    
    26,428
    
    
    
    46,060
    
    
    
    29,979Total
    
    
    53,464
    
    
    
    83,679
    
    
    
    67,969$
    190,774
    
    
    $
    243,018
    
    
    $
    201,677
 (17)
    
    Quarterly Financial Information (Unaudited)  2009 by QuarterFirst
    
    
    Second
    
    
    Third
    
    
    FourthRevenues
    
    $
    49,686
    
    
    $
    50,037
    
    
    $
    47,321
    
    
    $
    43,730Gross profit
    
    
    20,158
    
    
    
    21,005
    
    
    
    19,883
    
    
    
    20,226Net income
    
    
    4,447
    
    
    
    5,258
    
    
    
    6,768
    
    
    
    5,082Basic earnings per share
    
    
    1.59
    
    
    
    1.87
    
    
    
    2.39
    
    
    
    1.79Diluted earnings per share
    
    
    1.54
    
    
    
    1.82
    
    
    
    2.34
    
    
    
    1.75
 2008 by QuarterFirst
    
    
    Second
    
    
    Third
    
    
    FourthRevenues
    
    $
    57,398
    
    
    $
    60,210
    
    
    $
    59,631
    
    
    $
    65,779Gross profit
    
    
    24,249
    
    
    
    25,502
    
    
    
    24,784
    
    
    
    26,868Net income
    
    
    5,651
    
    
    
    7,158
    
    
    
    6,767
    
    
    
    6,197Basic earnings per share
    
    
    2.08
    
    
    
    2.62
    
    
    
    2.44
    
    
    
    2.23Diluted earnings per share
    
    
    1.96
    
    
    
    2.49
    
    
    
    2.34
    
    
    
    2.15
  F-26




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##### 



K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES




---



##### 



Schedule II
 K-TRON INTERNATIONAL, INC. AND SUBSIDIARIES

Valuation and Qualifying Accounts

Years ended January 2, 2010, January 3, 2009 and December 29, 2007
 Deductions, Netof ForeignBalance at
    
    
    Additions
    
    
    Balance of
    
    
    Exchange
    
    
    BalanceBeginning
    
    
    Charged to
    
    
    Acquired
    
    
    Translation
    
    
    at Endof Period
    
    
    Income
    
    
    Businesses
    
    
    Adjustment
    
    
    of PeriodDeducted from applicable assets:Allowance for doubtful accounts:Fiscal year ended, January 2, 2010
    
    $
    1,214,000
    
    
    $
    319,000
    
    
    $
    
    
    
    $
    146,000
    
    
    $
    1,387,000Fiscal year ended, January 3, 2009
    
    $
    1,065,000
    
    
    $
    591,000
    
    
    $
    
    
    
    $
    442,000
    
    
    $
    1,214,000Fiscal year ended, December 29, 2007
    
    $
    852,000
    
    
    $
    150,000
    
    
    $
    199,000
    
    
    $
    136,000
    
    
    $
    1,065,000Inventory valuation reserves:Fiscal year ended, January 2, 2010
    
    $
    1,390,000
    
    
    $
    1,035,000
    
    
    $
    
    
    
    $
    639,000
    
    
    $
    1,786,000Fiscal year ended, January 3, 2009
    
    $
    1,781,000
    
    
    $
    746,000
    
    
    $
    
    
    
    $
    1,137,000
    
    
    $
    1,390,000Fiscal year ended, December 29, 2007
    
    $
    1,549,000
    
    
    $
    477,000
    
    
    $
    282,000
    
    
    $
    527,000
    
    
    $
    1,781,000
   S-1




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##### 



EXHIBIT INDEX
 ExhibitNumber
    
    Description2.1
    
    
    Agreement and Plan of Merger, dated as of January 8, 2010, by and among Hillenbrand, Inc.,
Krusher Acquisition Corp. and K-Tron International, Inc. (Filed as Exhibit 2.1 to our report
on Form 8-K filed with the Securities and Exchange Commission on January 12, 2010 and
incorporated herein by reference)3.1
    
    
    Restated Certificate of Incorporation, as amended (Filed as Exhibit 3.1 to our annual
report on Form 10-K for the year ended January 2, 1999 and incorporated herein by reference)3.2
    
    
    Amended and Restated By-laws (Filed as Exhibit 3.1 to our report on Form 8-K filed with the
Securities and Exchange Commission on December 18, 2007 and incorporated herein by
reference)4.1
    
    
    Rights Agreement dated as of October 16, 2001 with American Stock Transfer & Trust Company,
as Rights Agent (Filed as Exhibit 4.1 to our report on Form 8-K filed with the Securities
and Exchange Commission on October 17, 2001 and incorporated herein by reference)4.2
    
    
    Amendment, dated as of January 8, 2010, to Rights Agreement dated as of October 16, 2001
with American Stock Transfer & Trust Company, as Rights Agent (Filed as Exhibit 4.1 to our
report on Form 8-K filed with the Securities and Exchange Commission on January 12, 2010 and
incorporated herein by reference)10.1
    
    
    K-Tron International, Inc. 2006 Equity Compensation Plan, as amended on May 11, 2007 (Filed
as Exhibit 10.1 to our report on Form 10-Q for the quarterly period ended June 30, 2007 and
incorporated herein by reference) **10.2
    
    
    K-Tron International, Inc. 1996 Amended and Restated Equity Compensation Plan, as amended
(Filed as Exhibit 10.3 to our annual report on Form 10-K for the year ended January 2, 1999
and incorporated herein by reference) **10.3
    
    
    Amendment 2001-1 to the K-Tron International, Inc. 1996 Amended and Restated Equity
Compensation Plan (Filed as Exhibit 10.4 to our annual report on Form 10-K for the year
ended December 29, 2001 and incorporated herein by reference) **10.4
    
    
    Amended and Restated Employment Agreement, dated as of November 11, 2008, by and between
K-Tron International, Inc. and Edward B. Cloues, II (Filed as Exhibit 10.1 to our report on
Form 8-K filed with the Securities and Exchange Commission on November 12, 2008 and
incorporated herein by reference)**10.5
    
    
    Amended and Restated Employment Agreement, dated as of November 11, 2008, by and between
K-Tron International, Inc. and Kevin C. Bowen (Filed as Exhibit 10.2 to our report on Form
8-K filed with the Securities and Exchange Commission on November 12, 2008 and incorporated
herein by reference)**10.6
    
    
    Amended and Restated Employment Agreement, dated as of November 11, 2008, by and between
K-Tron International, Inc. and Lukas Guenthardt (Filed as Exhibit 10.3 to our report on Form
8-K filed with the Securities and Exchange Commission on November 12, 2008 and incorporated
herein by reference)**10.7
    
    
    Amended and Restated Employment Agreement, dated as of March 26, 2009, by and between
K-Tron International, Inc. and Robert E. Wisniewski (Filed as Exhibit 10.1 to our report on
Form 8-K filed with the Securities and Exchange Commission on March 30, 2009 and
incorporated herein by reference)**10.8
    
    
    Form of Indemnification Agreement with our current directors and officers listed in Exhibit
10.9, which are identical in all material respects except for the director or officer who is
a party thereto and
the date of execution (Filed as Exhibit 10.11 to our annual report on Form 10-K for
the year ended January 1, 2000 and incorporated herein by reference)**




---



##### 



ExhibitNumber
    
    Description10.9
    
    
    List of current directors and officers with an Indemnification Agreement in the form
provided in Exhibit 10.8 (Filed as Exhibit 10.1 to our report on Form 10-Q for the quarterly
period ended July 4, 2009 and incorporated herein by reference)**10.10
    
    
    Loan Agreement, dated as of September 29, 2006, among K-Tron International, Inc., K-Tron
Investment Co., K-Tron Technologies, Inc., K-Tron America, Inc., Gundlach Equipment
Corporation, Pennsylvania Crusher Corporation and Jeffrey Specialty Equipment Corporation,
as Borrowers and the Financial Institutions referred to on the signature pages as Lenders
and Citizens Bank of Pennsylvania, individually as a Lender and as Agent (Filed as
Exhibit 10.1 to our report on Form 8-K filed with the Securities and Exchange Commission on
October 5, 2006 and incorporated herein by reference)10.11
    
    
    Voting Agreement, dated as of January 8, 2010, by and among Hillenbrand, Inc., Krusher
Acquisition Corp. and certain shareholders of K-Tron International, Inc. (Filed as Exhibit
10.1 to our report on Form 8-K filed with the Securities and Exchange Commission on January
12, 2010 and incorporated herein by reference)21.1
    
    
    Subsidiaries*23.1
    
    
    Consent of Grant Thornton LLP*31.1
    
    
    Chief Executive Officer Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the
Securities Exchange Act of 1934*31.2
    
    
    Chief Financial Officer Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the
Securities Exchange Act of 1934*32.1
    
    
    Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C.
Section 1350*
 
 *
    
    Filed herewith**
    
    Management contract or compensatory plan or arrangement required to be filed or
incorporated as an exhibit