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): June 12, 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
(Registrants’ 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 7.01 Regulation FD Disclosure
On June 12, 2006, pursuant to a stock purchase agreement among TransDigm Inc., Sweeney Engineering Corporation (“Sweeney”) and the shareholders of Sweeney, TransDigm Inc., a wholly-owned subsidiary of TransDigm Group Incorporated, acquired all of the outstanding stock of Sweeney. Sweeney designs and manufactures specialized aerospace valving used primarily in fuel, environmental control and de-icing applications. The products fit closely with TransDigm’s existing valving business.
In addition, on June 12, 2006 TransDigm Group announced the prior acquisition on May 1, 2006 of the assets of Electra-Motion Industries Inc. (“Electra-Motion”) pursuant to an asset purchase agreement among Skurka Aerospace Inc., a wholly-owned subsidiary of TransDigm Group Incorporated, Electra-Motion and the shareholder of Electra-Motion. Electra-Motion designs and manufactures specialized AC/DC motors for a broad range of aerospace applications. The business will become part of the Skurka Aerospace unit.
The combined purchase price for the two businesses was approximately $27 million.
A copy of the June 12, 2006 press release announcing the transaction is attached to this report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release issued June 12, 2006 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the 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: June 15, 2006
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release issued June 12, 2006 |
Exhibit 99.1
TRANSDIGM ANNOUNCES THE ACQUISITION OF SWEENEY ENGINEERING CORP. AND ELECTRA-MOTION INDUSTRIES
Cleveland, Ohio, June 12, 2006 — TransDigm Group Incorporated (NYSE: TDG) announced today that in two unrelated transactions it has concluded the acquisitions of Sweeney Engineering Corp. and Electra-Motion Industries Inc. The combined purchase price for both businesses was approximately $27 Million. Both businesses are located in the Southern California area and have been suppliers of proprietary, highly engineered components to the aerospace and defense industries for many years.
Sweeney Engineering designs and manufactures specialized aerospace valving used primarily in fuel, environmental control, and de-icing applications. The products are used on a range of defense and commercial aircraft applications including the F-18E/F, Raytheon Horizon Jet , F-16, F-22, DeHaviland Dash 8, Joint Strike Fighter and various Boeing commercial aircraft. The products fit closely with TransDigm’s existing valving business.
Electra-Motion Industries Inc. designs and manufactures specialized AC/DC motors for a broad range of aerospace applications. The products are installed on airframes including the B737, A340, B 777, F-18E/F, C-130, C-17, F-15 and various other airframes. The business will become part of TransDigm’s Skurka Aerospace business unit in Camarillo, CA.
W. Nicholas Howley, Chairman and CEO of TransDigm Group Incorporated stated, “Both of these businesses are complementary to our current product lines. Additionally, the proprietary products, established platform positions, and aftermarket content fit well with our overall business and strategic direction. We look forward to continuing to build on the strong reputation of each of these businesses.”
TransDigm Group Incorporated, through its wholly-owned subsidiaries, including TransDigm Inc., is a leading global designer, producer and supplier of highly engineered 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.
For additional information please contact:
Investor Relations
216.706.2945