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Form S-8 Registration Statement

As filed with the Securities and Exchange Commission on August 7, 2008

Registration No. 333-            

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

 

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

 

TRANSDIGM GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   51-0484716

(State or other jurisdiction

of incorporation or organization)

  

(I.R.S. Employer

Identification Number)

1301 East 9th Street, Suite 3710

Cleveland, Ohio 44114

(216) 706-2939

(Address, including zip code, and telephone number, including area code, of principal executive offices)

 

 

TransDigm Group Incorporated 2006 Stock Incentive Plan

(Full title of the plan)

 

 

W. Nicholas Howley

Chairman and Chief Executive Officer

TransDigm Group Incorporated

1301 East 9th Street, Suite 3710

Cleveland, Ohio 44114

(216) 706-2939

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copy to:

Suzanne K. Hanselman, Esq.

Baker & Hostetler LLP

3200 National City Center

1900 East Ninth Street

Cleveland, Ohio 44114

(216) 621-0200

 

 

CALCULATION OF REGISTRATION FEE

 
Title of securities to be registered  

Amount to be

registered(1)

  

Proposed maximum

offering price per
share(2)

  

Proposed maximum

aggregate offering

price(2)

  

Amount of

registration fee

Common Stock, par value $0.01 per share

   1,500,000   $ 37.055   $55,582,500   $2,184.39
 
 
(1) This Registration Statement covers 1,500,000 additional shares of the Common Stock, par value $0.01 per share (the “Common Stock”), of TransDigm Group Incorporated authorized to be offered and sold pursuant to the TransDigm Group Incorporated 2006 Stock Incentive Plan, as amended (the “2006 Plan”). 2,619,668 shares of Common Stock to be offered and sold pursuant to the 2006 Plan (as well as 8,345,686 shares of Common Stock to be sold under the TD Holding Corporation Third Amended and Restated 2003 Stock Option Plan (now known as the TransDigm Group Incorporated Fourth Amended and Restated 2003 Stock Option Plan, as amended)) were previously registered pursuant to Registration Statement on Form S-8 File No. 333-132808 filed March 29, 2006. In addition, this Registration Statement covers an indeterminable number of additional shares as may hereafter be offered or issued pursuant to the Plans to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration.
(2) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933, as amended.

 

 

 

 

2

PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

 

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The contents of TransDigm Group Incorporated’s Registration Statement on Form S-8, File No. 333-132808, filed March 29, 2006, relating to the registration of offers and sales of Common Stock pursuant to the TransDigm Group Incorporated 2006 Stock Incentive Plan are hereby incorporated by reference.

 

Item 8. EXHIBITS

 

Exhibit No. 

  

Description of Exhibits

  5.1   Opinion of Baker & Hostetler LLP regarding the legality of the securities being registered.
23.1   Consent of Ernst & Young LLP.
23.2   Consent of Baker & Hostetler LLP (included in Exhibit 5.1).
24   Power of Attorney (reference is made to the signature page).

 

3

SIGNATURES

Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on the 7th day of August, 2008.

 

TRANSDIGM GROUP INCORPORATED
By:  

/s/ W. Nicholas Howley

Name:   W. Nicholas Howley
Title:   Chairman of the Board and Chief Executive Officer

 

4

POWER OF ATTORNEY

Each of the undersigned officers and directors of TransDigm Group Incorporated hereby severally constitutes and appoints W. Nicholas Howley and Gregory Rufus, and each of them, with full power to act without the other, as his true and lawful attorney-in-fact and agent for the undersigned, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

 

   

Name

  

Title

  

Date

By:  

/s/ W. Nicholas Howley

   Chairman of the Board and Chief Executive Officer (Principal Executive Officer)   August 7, 2008
  W. Nicholas Howley    
By:  

/s/ Gregory Rufus

   Executive Vice President, Chief Financial   August 7, 2008
  Gregory Rufus   Officer and Secretary (Principal Financial and Accounting Officer)  
By:  

/s/ David Barr

   Director   August 7, 2008
  David Barr    
By:  

/s/ Michael Graff

   Director   August 7, 2008
  Michael Graff    
By:  

/s/ Sean Hennessy

   Director   August 7, 2008
  Sean Hennessy    
By:  

/s/ Dudley Sheffler

   Director   August 7, 2008
  Dudley Sheffler    
By:  

/s/ Douglas Peacock

   Director   August 7, 2008
  Douglas Peacock    
By:  

/s/ Mervin Dunn

   Director   August 7, 2008
  Mervin Dunn    

 

5

Opinion of Baker & Hostetler LLP regarding the legality of the securities

Exhibit 5.1

[BAKER & HOSTETLER LETTERHEAD]

August 7, 2008

TransDigm Group Incorporated

1301 East 9th Street, Suite 3710

Cleveland, Ohio 44114

Ladies and Gentlemen:

We have acted as counsel to TransDigm Group Incorporated, a corporation organized under the laws of the State of Delaware (the “Company”), with respect to the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission on or about August 7, 2008, in connection with the registration under the Securities Act of 1933, as amended (the “Act”), by the Company of 1,500,000 additional shares of the Company’s common stock, par value $0.01 per share (the “Shares”), issuable under the TransDigm Group Incorporated 2006 Stock Incentive Plan (the “Plan”).

We have examined copies of the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated Bylaws of the Company, the Plan, the Registration Statement, all relevant resolutions adopted by the Company’s Board of Directors, and such other records and documents that we have deemed necessary for the purpose of this opinion. We have also examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, papers, statutes and authorities as we have deemed necessary to form a basis for the opinions hereinafter expressed.

In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us. As to various questions of fact material to our opinion, we have relied on statements and certificates of officers and representatives of the Company and public officials.

Based on the foregoing, we are of the opinion that, when the Registration Statement has become effective under the Act, the Shares to be issued by the Company under the Plan, when duly issued, sold and paid for in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.

This opinion is limited to the laws of the State of Ohio, the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and the federal laws of the United States of America.

TransDigm Group Incorporated

August 7, 2008

Page 2

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ BAKER & HOSTETLER LLP

Consent of Ernst & Young LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the TransDigm Group Incorporated 2006 Stock Incentive Plan of our report dated November 21, 2007, with respect to the consolidated financial statements and schedule and the effectiveness of internal control over financial reporting of TransDigm Group Incorporated included in its Annual Report on Form 10-K for the year ended September 30, 2007, filed with the Securities and Exchange Commission.

LOGO

Cleveland, Ohio

August 7, 2008