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): August 20, 2007
TransDigm Group Incorporated
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-32833
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 August 20, 2007, TransDigm Inc. (TransDigm), a wholly-owned subsidiary of TransDigm Group Incorporated, announced that its pending offer to exchange up to $300 million aggregate principal amount of its 7¾% Senior Subordinated Notes due 2014 that were issued on February 7, 2007 (the Additional Notes) for an equal principal amount of 7¾% Senior Subordinated Notes due 2014 that have been registered under the Securities Act of 1933, as amended, which was previously scheduled to expire at 5:00 p.m. New York City time, on August 17, 2007, had been extended until 5:00 p.m., New York City time, on August 22, 2007, unless otherwise further extended or earlier terminated (the Exchange Offer). A copy of the press release announcing the extension of the Exchange Offer is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On August 23, 2007, TransDigm announced that it has completed its Exchange Offer. A total of $300 million aggregate principal amount of the Additional Notes, representing 100% of the outstanding principal amount of the Additional Notes, were validly tendered and accepted for exchange by TransDigm. A copy of the press release announcing the completion of the Exchange Offer is attached hereto as Exhibit 99.2 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 August 20, 2007.
99.2 Press Release of TransDigm Inc. dated August 23, 2007.
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: August 23, 2007
TRANSDIGM GROUP INCORPORATED |
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By: |
/s/ GREGORY RUFUS |
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Name: |
Gregory Rufus |
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Title: |
Executive Vice President, Chief Financial Officer and Secretary |
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Exhibit Number |
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Description |
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99.1 |
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Press Release of TransDigm Inc. dated August 20, 2007. |
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99.2 |
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Press Release of TransDigm Inc. dated August 23, 2007. |
Exhibit 99.1
TRANSDIGM
ANNOUNCES EXTENSION OF ITS EXCHANGE OFFER
FOR ITS 7 ¾% SENIOR SUBORDINATED NOTES DUE 2014
CLEVELAND, OH (August 20, 2007) TransDigm Inc., a wholly-owned subsidiary of TransDigm Group Incorporated (NYSE: TDG), announced today that its pending offer to exchange up to $300 million aggregate principal amount of 7 ¾% Senior Subordinated Notes due 2014 that were issued on February 7, 2007 for an equal principal amount of 7 ¾% Senior Subordinated Notes due 2014 that have been registered under the Securities Act of 1933, as amended, which was previously scheduled to expire at 5:00 p.m., New York City time, on August 17, 2007, has been extended until 5:00 p.m., New York City time, on Wednesday, August 22, 2007, unless otherwise further extended or earlier terminated. The Bank of New York Trust Company, N.A., the exchange agent for the exchange offer, has advised TransDigm Inc. that, as of 5:00 p.m., New York City time, on August 17, 2007, $299,850,000 in aggregate principal amount of the 7 ¾% Senior Subordinated Notes due 2014 (including notes tendered pursuant to guaranteed delivery procedures) had been validly tendered and not withdrawn in the exchange offer. Except for the extension of the expiration date, all terms and conditions of the exchange offer are unchanged and remain in full force and effect.
A copy of the final prospectus related to the exchange offer and the related letter of transmittal may be obtained from The Bank of New York Trust Company, N.A., Corporate Trust Operations, Reorganization Unit, 101 Barclay Street, Floor 7 East, New York, New York 10286, Attention: Mrs. Carolle Montreuil.
This press release shall not constitute an offer to exchange or a solicitation of acceptance of the offer to exchange. The exchange offer is being made solely by means of a prospectus and related letter of transmittal, each dated July 20, 2007.
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, aircraft audio systems, specialized cockpit displays and specialized valving.
CONTACT:
Sean Maroney
Investor Relations
216.706.2945
ir@transdigm.com
Exhibit 99.2
TRANSDIGM COMPLETES EXCHANGE OFFER
CLEVELAND, OH (August 23, 2007) TransDigm Inc., a wholly-owned subsidiary of TransDigm Group Incorporated (NYSE: TDG), announced today that it has completed its offer to exchange up to $300 million aggregate principal amount of 7 ¾% Senior Subordinated Notes due 2014 that were issued on February 7, 2007 (the Additional Notes) for an equal principal amount of 7 ¾% Senior Subordinated Notes due 2014 that have been registered under the Securities Act of 1933, as amended. The exchange offer expired at 5 p.m., New York City time, on August 22, 2007. A total of $300 million aggregate principal amount of the Additional Notes, representing 100% of the outstanding principal amount of the Additional 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, aircraft audio systems, specialized cockpit displays and specialized valving.
CONTACT:
Sean Maroney
Investor Relations
216.706.2945
ir@transdigm.com