8-K

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 10, 2009

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

(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 7.01 Regulation FD Disclosure

On August 10, 2009, TransDigm Inc. (“TransDigm”), through its AeroControlex Group Inc. subsidiary, acquired certain assets and liabilities from Woodward HRT, Inc., a wholly-owned subsidiary of Woodward Governor Company, for approximately $48 million in cash. The acquired business designs and manufactures fuel and pneumatic valves and surge suppressors.

A copy of the August 10, 2009 press release announcing the acquisition is attached to this Report as Exhibit 99.1.

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 issued August 10, 2009.

SIGNATURES

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
	Chief Financial Officer

Date: August 10, 2009

Exhibit Index

Exhibit No.	Description
99.1	Press Release of TransDigm Group Incorporated, dated August 10, 2009.

EX-99.1

Exhibit 99.1

TransDigm Acquires Fuel and Pneumatic Valve Product Line From Woodward Governor Company

CLEVELAND, Aug. 10 /PRNewswire-FirstCall/ — TransDigm Group Incorporated (NYSE: TDG) announced today that it has acquired certain aerospace related assets from a wholly-owned subsidiary of Woodward Governor Company (Nasdaq: WGOV) for approximately $48 million in cash. Woodward recently acquired this business as part of its acquisition of HR Textron, Inc. The product line has expected calendar 2009 revenues of approximately $20 million with almost half coming from the aftermarket.

The acquired product line is composed of a range of highly engineered fuel and pneumatic valves and surge suppressors. The majority of the product line revenues are on military rotary and fixed wing aircraft. The remaining revenues come from other military and commercial aircraft. Top platforms include F-18, V-22, CH-47, B777, UH-60 (Black Hawk) and the AH-64D (Apache).

W. Nicholas Howley, Chairman and CEO of TransDigm Group Incorporated, stated, “This proprietary and highly engineered line of aerospace valves is consistent with our long standing business strategy. The products fit well with our existing valve offering and will be integrated into our AeroControlex business during fiscal year 2010.”

This is TransDigm’s fourth acquisition in the past 10 months.

TransDigm Group Incorporated, 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 and 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:

Sean Maroney

Investor Relations

216.706.2945

ir@transdigm.com