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): March 23, 2010

 

 

TransDigm Group Incorporated

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

001-32833

(Commission File Number)

41-2101738

(IRS Employer Identification No.)

 

1301 East 9th Street, Suite 3710, Cleveland, Ohio		44114
(Address of principal executive offices)		(Zip Code)

(216) 706-2960

(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 registrant’s 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))

 

 

 

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Item 5.02

Election of Directors

On March 23, 2010, the board of directors of TransDigm Group Incorporated appointed Robert Small a member of the board of directors and a member of the board’s audit and compensation committees. The board of directors has determined that Mr. Small 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. Small 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. Small 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

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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.

 

Date: March 25, 2010

Exhibit 99.1

TransDigm Group Incorporated Announces New Board Member

Cleveland, Ohio, March 25, 2010/PRNewswire-FirstCall/ — TransDigm Group Incorporated (NYSE: TDG), a leading global designer, producer and supplier of highly engineered aircraft components, announced today the appointment of Robert J. Small as a member of its Board of Directors. Mr. Small has also been appointed by the Board to be a member of the Audit and Compensation Committees.

Robert Small has been a Managing Director of Berkshire Partners LLC since 2000 and has 18 years of experience in private equity investing. He joined Berkshire Partners in 1992 and his directorships and primary Berkshire involvement include AAH Holdings, Inc., a manufacturer and retailer of party goods and metallic party balloons, and Active Aero Group Inc., an air cargo and air charter carrier. In the past, he served on the Board of Directors of another aerospace company Hexcel Corporation (NYSE). For the past three years, Mr. Small has directed Stockbridge, a specialized investment group within Berkshire Partners focused on marketable securities. Mr. Small is a graduate of Yale University and received an M.B.A. from Harvard Business School.

W. Nicholas Howley, the Chairman and Chief Executive Officer of TransDigm Group stated, “We are pleased that Rob has agreed to become a member of our Board. He is a seasoned investor with a unique blend of public investing and private equity exposure, merger and acquisition experience, as well as involvement in the aerospace industry at both Active Aero and Hexcel. We are fortunate to attract an executive of his caliber.”

About TransDigm Group

TransDigm Group, through its wholly-owned subsidiaries, 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 mechanical/ electromechanical actuators and controls, ignition systems and components, gear pumps, specialized valves, engineered connectors, power conditioning devices, specialized fluorescent lighting, specialized AC/DC electric motors, aircraft audio systems, engineered latches and cockpit security devices, lavatory hardware and components, hold open rods and locking devices, specialized cockpit displays, elastomers, NiCad batteries/chargers, and starter generators and related components.

 

Contact:		Jonathan D. Crandall
		Investor Relations (216) 706-2945 ir@transdigm.com