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): December 11, 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 |
| (I.R.S. Employer Identification No.) |
1301 East 9th Street, Suite 3710, Cleveland, Ohio 44114
(216) 706-2939
(Address of principal executive offices and telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | 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 8.01 | Other Events |
On December 11, 2006, TransDigm Inc., a wholly-owned subsidiary of TransDigm Group Incorporated, announced that it has completed its offer to exchange up to $275 million aggregate principal amount of 7 3/4% Senior Subordinated Notes due 2014 for an equal principal amount of 7 3/4% Senior Subordinated Notes due 2014 that have been registered under the Securities Act of 1933, as amended. A copy of the press release announcing the completion of the exchange offer is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
The following exhibits are being filed with this Current Report on Form 8-K:
| 99.1 | Press Release of TransDigm Inc. dated December 11, 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.
Dated: December 11, 2006
| TRANSDIGM GROUP INCORPORATED | ||
| By: | /s/ Gregory Rufus
| |
| Name: Gregory Rufus | ||
| Title: Executive Vice President, Chief Financial Officer and Secretary | ||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press Release of TransDigm Inc. dated December 11, 2006. | |
Exhibit 99.1
TRANSDIGM COMPLETES EXCHANGE OFFER
CLEVELAND, OH (December 11, 2006) – TransDigm Inc., a wholly-owned subsidiary of TransDigm Group Incorporated (NYSE: TDG), announced today that it has completed its offer to exchange up to $275 million aggregate principal amount of 7 3/4% Senior Subordinated Notes due 2014 (the “Initial Notes”) for an equal principal amount of 7 3/4% Senior Subordinated Notes due 2014 that have been registered under the Securities Act of 1933, as amended. The exchange offer expired at 9 a.m., New York City time, on December 11, 2006. A total of $275 million aggregate principal amount of the Initial Notes, representing 100% of the outstanding principal amount of the Initial Notes, were validly tendered and accepted for exchange by TransDigm Inc.
About TransDigm Group
TransDigm Group Incorporated, 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/electro-mechanical 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:
Sean Maroney
Investor Relations
216.706.2945
ir@transdigm.com