-----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, AHvgarmeHPPQ+yJn02iOyVhZxO1eerKp5kqbjvhP5ngMgrOAFM6oPn+QO+OP4lh9 dBxBHEjDvfO8KIjZ9WnWHg== 0000930661-03-000260.txt : 20030127 0000930661-03-000260.hdr.sgml : 20030127 20030124205951 ACCESSION NUMBER: 0000930661-03-000260 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030124 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030127 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: 03524884 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: 03524885 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 d8k.txt FORM 8-K CURRENT REPORT 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): January 24, 2003 TransDigm Inc. TransDigm Holding Company - -------------------------------------- -------------------------------------- (Exact name of registrant as specified (Exact name of registrant as specified in its charter) in its charter) Delaware Delaware - -------------------------------------- -------------------------------------- (State or other Jurisdiction of (State or other Jurisdiction of incorporation or organization) incorporation or organization) 333-71397 - -------------------------------------------------------------------------------- (Commission File Number) 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 January 24, 2003, TransDigm Inc. issued a press release announcing its agreement to acquire the business of Norco Inc. from TransTechnology Corporation. A copy of the press release is attached to this report as Exhibit 99.1. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press Release issued January 24, 2003 SIGNATURE 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: January 24, 2003 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: January 24, 2003 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release issued January 24, 2003 EX-99.1 3 dex991.txt PRESS RELEASE ISSUED JANUARY 24, 2003 Exhibit 99.1 TRANSDIGM ACQUIRES NORCO INC. FROM TRANSTECHNOLOGY CORPORATION Richmond Hts., Ohio, January 24, 2003 - TransDigm announced today that through its subsidiary it has signed an agreement to acquire the business of Norco Inc., a subsidiary of TransTechnology Corporation, for $51 Million in cash. In addition, we may be required to pay up to $1 Million of contingent tax payments under certain circumstances. The transaction is structured as a sale of certain assets and liabilities. The acquisition is subject to customary closing conditions including the execution of ancillary documents and any required regulatory approvals. The transaction is expected to close mid February. Norco's major product offerings include proprietary engine hold open mechanisms and connecting devices used on a broad range of commercial and defense aerospace platforms. The products have significant aftermarket and OEM positions on the active Boeing and Airbus fleets. The end user customer base includes all of the major commercial airlines as well as various government agencies. Major OEM customers include Goodrich; Boeing; Northrop/Grumman; Bombardier; and United Technologies. W. Nicholas Howley, Chief Executive Officer of TransDigm, stated, "We are pleased to bring Norco into the TransDigm family of aerospace businesses. Norco's proprietary aerospace components, strong niche market position, and significant aftermarket content fit well with our overall business and strategic direction and will further expand our power systems components group of businesses." TransDigm was founded in 1993 with the simultaneous acquisition of the Adel, Aeroproducts, Controlex and Wiggins businesses. Marathon Power Technologies was acquired in 1997, Adams Rite Aerospace Inc. in 1999, and Champion Aerospace in 2001. Additionally, TransDigm has, from time to time, acquired certain add-on product lines to extend its existing product offerings. TransDigm is a market leader in a broad range of proprietary aerospace components such as gear pumps, igniters and ignition systems, electromechanical actuators and controls, NiCd batteries/chargers, engineered connectors, lavatory components, and engineered latches. Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the company's actual results in future periods to differ materially from forecasted results. Those risks include, among others, changes in customers' demand for the company's products, changes in raw material and equipment costs and availability, changes in customer orders, pricing actions by the company's competitors, and general changes in economic condition. Those and other risks are more fully described in the company's filings with the Securities and Exchange Commission. For additional information please contact: Eileen M. Fallon 216-289-4939 -----END PRIVACY-ENHANCED MESSAGE-----