UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 4, 2006
TransDigm Group Incorporated
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
333-130483
(Commission File Number)
51-0484716
(IRS Employer Identification No.)
| 1301 East 9th Street, Suite 3710, Cleveland, Ohio | 44114 | |
| (Address of principal executive offices) | (Zip Code) |
(216) 706-2939
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants’ under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Election of Directors
On April 4, 2006, the board of directors of TransDigm Group Incorporated appointed Sean P. Hennessy a member of the board of directors and a member of the board’s audit committee. The audit committee, in turn, appointed Mr. Hennessy its chairperson. The board of directors has determined that Mr. Hennessy is independent under applicable rules of the Securities and Exchange Commission and listing standards of the NewYork Stock Exchange.
There are no arrangements or understandings between Mr. Hennessy and any other person pursuant to which he was selected as a director.
Neither TransDigm Group nor any of its subsidiaries was or is a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. 99.1 Press Release
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Co-Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRANSDIGM GROUP INCORPORATED | ||
| By: | /s/ Gregory Rufus | |
| Gregory Rufus | ||
| Chief Financial Officer | ||
Date: April 5, 2006
Exhibit 99.1
TransDigm Group Incorporated Announces New Board Member
Cleveland, Ohio, April 5, 2006 - TransDigm Group Incorporated (TDG) announced today the appointment of Sean P. Hennessy as a member of its Board of Directors. Mr. Hennessy has also been appointed by the Board to be the independent Chairman of the Audit Committee of TransDigm Group.
Sean Hennessy has been the Chief Financial Officer of The Sherwin Williams Company since 2001. Sherwin Williams is a New York Stock Exchange listed company with revenues in excess of $7 billion and a leading global position in the paint and coating industry. Since 1984, Mr. Hennessy has held a broad range of financial and operating positions with The Sherwin Williams Company. He is a 1980 graduate of the University of Akron with a degree in accounting and is a Certified Public Accountant.
W. Nicholas Howley, the Chairman and Chief Executive Officer of TransDigm Group stated, “We are pleased that Sean has agreed to become a member of our Board. He is a seasoned executive with a unique blend of financial and operating experience. We are fortunate to attract an executive of his caliber.”
ABOUT TRANSDIGM GROUP
TransDigm Group, through its wholly-owned subsidiaries, including TransDigm Inc., is a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. Major product offerings, substantially all of which are ultimately provided to end-users in the aerospace industry, include ignition systems and components, gear pumps, mechanical/electromechanical actuators and controls, NiCad batteries/chargers, power conditioning devices, hold-open rods and locking devices, engineered connectors, engineered latches and cockpit security devices, lavatory hardware and components, specialized AC/DC electric motors and specialized valving.
CONTACT:
Eileen Fallon
TransDigm Group Incorporated
(216) 706-2939
emfallon@TransDigm.com