-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WzRF/o05g42qhwS7MVqpdHXv/qoeGDucHR5J1ZoU/rfaabDjguI3orR/iTVgEuK2 xkooxgOwjAuRDZfkjVca1A== 0000912057-02-028607.txt : 20020726 0000912057-02-028607.hdr.sgml : 20020726 20020726105139 ACCESSION NUMBER: 0000912057-02-028607 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020726 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSDIGM INC CENTRAL INDEX KEY: 0001077670 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-71397 FILM NUMBER: 02711604 BUSINESS ADDRESS: STREET 1: 8233 IMPERIAL DRIVE CITY: WACO STATE: TX ZIP: 76712 BUSINESS PHONE: 2547760650 MAIL ADDRESS: STREET 1: 8233 IMPERIAL DRIVE CITY: WACO STATE: TX ZIP: 76712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSDIGM HOLDING CO CENTRAL INDEX KEY: 0001077672 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-71397-01 FILM NUMBER: 02711605 BUSINESS ADDRESS: STREET 1: 8233 IMPERIAL DRIVE CITY: WACO STATE: TX ZIP: 76712 BUSINESS PHONE: 2547760650 MAIL ADDRESS: STREET 1: 8233 IMPERIAL DRIVE CITY: WACO STATE: TX ZIP: 76712 8-K 1 a2085317z8-k.txt FORM 8-K 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): July 26, 2002 TransDigm Inc. TransDigm Holding Company - ----------------------------------------------------------- ------------------------------------------------------ (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter) Delaware Delaware - ----------------------------------------------------------- ------------------------------------------------------ (State or other Jurisdiction of (State or other Jurisdiction of incorporation or organization) incorporation or organization) 34-1750032 13-3733378 - ----------------------------------------------------------- ------------------------------------------------------ (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) 26380 CURTISS WRIGHT PARKWAY, RICHMOND HEIGHTS, OHIO 44143 - -------------------------------------------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (216) 289-4939 - -------------------------------------------------------------------------------------------------------------------- (Registrants' telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report.) ITEM 5. OTHER EVENTS On July 26, 2002, TransDigm Inc. (the "Company") announced an offer to exchange up to $75 million in aggregate principal amount of its registered Series B 10 3/8% Senior Subordinated Notes due 2008 for its outstanding unregistered Series A 10 3/8% Senior Subordinated Notes due 2008. The exchange offer will expire at 5:00 p.m. New York City time on Friday, September 6, 2002, unless TransDigm, in its sole discretion, decides to extend the exchange offer. A copy of the press release is attached hereto as Exhibit 99 and is incorporated in its entirety herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits The following exhibit is filed herewith 99.1 Press Release of TransDigm Inc., dated as of July 26, 2002 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Co-Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRANSDIGM HOLDING COMPANY By: /s/ Gregory Rufus ----------------------------------------- Gregory Rufus Chief Financial Officer Date: July 26, 2002 Pursuant to the requirements of the Securities Exchange Act of 1934, the Co-Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRANSDIGM INC. By: /s/ Gregory Rufus ----------------------------------------- Gregory Rufus Chief Financial Officer Date: July 26, 2002 Index of Exhibits Exhibit No. Description - ----------- ----------- 99 Press Release of TransDigm Inc., dated as of July 26, 2002. EX-99 3 a2085317zex-99.txt EXHIBIT 99 FOR IMMEDIATE RELEASE TRANSDIGM INC. ANNOUNCES NOTES EXCHANGE OFFER Richmond Hts., Ohio (July 26, 2002) - TransDigm Inc. today announced an offer to exchange up to $75 million in aggregate principal amount of its registered Series B 10 3/8% Senior Subordinated Notes due 2008 for its outstanding unregistered Series A 10 3/8% Senior Subordinated Notes due 2008. The exchange offer will expire at 5:00 p.m. New York City time on Friday, September 6, 2002, unless TransDigm Inc., in its sole discretion, decides to extend the exchange offer. The exchange agent for the exchange offer is State Street Bank and Trust Company, Corporate Trust Window, 5th Floor, Two Avenue de Lafayette, Boston, MA 02111-1724. For information by telephone, call (617) 662-1544. TRANSDIGM TransDigm is a leading supplier of proprietary, highly engineered power systems and airframe components servicing the aerospace industry. Major products include ignition systems components, gear pumps, electromechanical controls, batteries/chargers, engineered connectors and latches and lavatory hardware. In 2001 the company had pro forma revenues of approximately $250 million (as if all acquisitions had occurred on the first day of the fiscal year). TransDigm is a portfolio company of Odyssey Investment Partners LLC. Odyssey manages a $760 million private equity fund, which invests in middle market companies that are primarily focused on manufacturing, aerospace and transportation, and financial services. SAFE HARBOR STATEMENT: The matters described in this press release include "forward-looking statements" made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 including, in particular, the statements about TransDigm's plans, strategies, and prospects. TransDigm's actual results, performance or achievements may differ materially from those described in forward-looking statements. Such statements are based on current expectations of TransDigm's performance and are subject to a variety of factors not under the control of TransDigm, which can affect TransDigm's results of operations, liquidity or financial condition and cause actual outcomes or results to be materially different from those projected. These factors, risks and uncertainties may include, among other things, TransDigm's access to capital markets; the impact of general economic conditions in the regions in which TransDigm does business; general industry conditions, including competition and product, raw material and energy prices; changes in currency rates and currency values; and capital expenditure requirements. Because the information herein is based solely on data currently available, it is subject to change as a result of changes in conditions over which TransDigm has no control or influence, and should not therefore be viewed as assurance regarding TransDigm's future performance. Additionally, TransDigm is not obligated to make public indication of such changes unless required under applicable disclosure rules and regulations. # # # FOR FURTHER INFORMATION CONTACT: Colin Wheeler Kekst and Company 212-521-4869 -----END PRIVACY-ENHANCED MESSAGE-----