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): February 28, 2007
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 February 27, 2007, the Board of Directors of TransDigm Group Incorporated appointed Dudley Sheffler a member of the Board of Directors and a member of the Board’s Audit Committee. The Board of Directors has determined that Mr. Sheffler is independent under applicable rules of the Securities and Exchange Commission and listing standards of the New York Stock Exchange.
There are no arrangements or understandings between Mr. Sheffler 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 with Mr. Sheffler 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 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, Executive Vice President and Chief Financial Officer | ||
Date: February 28, 2007
Exhibit Index
| Exhibit No. 99.1 | Press Release of TransDigm Group Incorporated, dated February 28, 2007. |
Exhibit 99.1
TransDigm Group Incorporated Announces New Board Member
Cleveland, Ohio, February 28, 2007 - TransDigm Group Incorporated (NYSE: TDG) announced today the appointment of Dudley Sheffler as a member of its Board of Directors. Mr. Sheffler has also been appointed by the Board to be an independent member of the Audit Committee of TransDigm Group.
Dudley Sheffler is the retired President and Chief Executive Officer of Reltec Corporation. Reltec was a New York Stock Exchange listed company with revenues of approximately $1 billion. Mr. Sheffler, with Kohlberg Kravis Roberts & Co. (KKR) as the equity sponsor, led the leveraged buyout of Reltec from Rockwell International in 1995. Prior to that, Mr. Sheffler was the Vice President/Business Group President of the telecommunications business of Rockwell International and President of the telecommunication equipment segment of Reliance Electric Corp. Mr. Sheffler has been on the Board of Directors of Reltec and Reliance Electric Corp., both NYSE listed companies. Mr. Sheffler currently serves on the advisory board to Blue Point Capital, a private equity fund, and on the boards of directors of several privately held portfolio companies of Blue Point Capital and Capital Works. He is a graduate of the University of Kentucky and holds an MBA in Finance from the University of Michigan.
W. Nicholas Howley, the Chairman and Chief Executive Officer of TransDigm Group stated, “We are pleased that Dudley has agreed to become a member of our Board. He is a seasoned executive with a unique mix of public and private equity experience combined with a broad range of operating and financial expertise. We are fortunate to attract an executive of his caliber.”
ABOUT TRANSDIGM GROUP
TransDigm Group 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, aircraft audio systems, specialized cockpit displays, and specialized valving.
CONTACT:
Sean Maroney
Investor Relations
216.706.2945
ir@transdigm.com