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

June 27, 2007

Date of Report (Date of earliest event reported)

ESTERLINE TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-06357	13-2595091
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

500-108th Avenue NE, Bellevue, Washington	98004
(Address of principal executive offices)	(Zip Code)

(425) 453-9400

(Registrant’s telephone number, including area code)

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:

¨ Written communication 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 1.01 Entry into a Material Definitive Agreement.

On June 27, 2007, Esterline Technologies Corporation (“Esterline”) entered into a Supplemental Indenture (the “Supplemental Indenture”) to its indenture dated as of June 11, 2003 (the “Indenture”) by and among Esterline, the Subsidiary Guarantors set forth on the signature pages to the Indenture and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as Trustee relating to its 7.75% Senior Subordinated Notes due 2013 (the “7.75% Notes”). The Supplemental Indenture amends the Indenture to permit Esterline’s foreign subsidiaries to incur debt, conforming the Indenture to the corresponding provision of its indenture dated March 1, 2007 relating to its 6 ⁵/8% Senior Notes due 2017. The amendment effected by the Supplemental Indenture was approved by more than 96% in aggregate principal amount of all outstanding 7.75% Notes.

Item 8.01 Other Events.

Esterline announced on June 28 that it settled with its insurance carrier property damage and business interruption claims related to the 2006 explosion at Esterline’s United Kingdom-based countermeasures flares operation, Wallop Defence Systems. The settlement provides for the insurance carrier to pay Wallop £16 million, which, together with payments already received, brings the total settlement to £24 million, or approximately $48 million.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
4.1	Supplemental Indenture dated as of June 27, 2007, among Esterline Technologies Corporation, the Subsidiary Guarantors parties thereto and The Bank of New York Trust Company, N.A., as successor Trustee.
99.1	Press release issued by Esterline Technologies Corporation dated June 28, 2007.

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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.

	ESTERLINE TECHNOLOGIES CORPORATION
Dated: June 28, 2007	By:	/s/ Robert D. George
	Name:	Robert D. George
	Title:	Vice President, Chief Financial Officer,
		Secretary and Treasurer

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Supplemental Indenture dated as of June 27, 2007, among Esterline Technologies Corporation, the Subsidiary Guarantors parties thereto and The Bank of New York Trust Company, N.A., as successor Trustee.
99.1	Press release issued by Esterline Technologies Corporation dated June 28, 2007.

EX-4.1

Exhibit 4.1

SUPPLEMENTAL INDENTURE

This Supplemental Indenture, relating to the Indenture dated as of June 11, 2003 (the “Indenture”) among Esterline Technologies Corporation, a Delaware corporation (the “Company”), the Subsidiary Guarantors set forth on the signature pages to the Indenture and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as Trustee (the “Trustee”), is entered into among the Company, the Subsidiary Guarantors listed on the signature pages hereto, and the Trustee as of June 27, 2007. Defined terms not otherwise defined herein shall have the meaning ascribed to such terms in the Indenture.

WHEREAS, Section 9.02 of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustees may amend the Indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes;

WHEREAS, on June 20, 2007 the Company commenced a consent solicitation to all Holders of record of the then outstanding Notes as of June 18, 2007 to amend the first paragraph of Section 4.09 of the Indenture to substitute the term “Restricted Subsidiary” for the term “Subsidiary Guarantor” in the third line of such paragraph; and

WHEREAS, as of 5:00 p.m., New York City time on June 27, 2007, the Company received valid consents from Holders representing not less than 96% of the aggregate principal amount of all Notes then outstanding;

NOW, THEREFORE, pursuant to and in compliance with Section 9.02 of the Indenture, the first paragraph of Section 4.09 of the Indenture is hereby amended to read in its entirety as follows:

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Debt), and the Company shall not permit any of its Restricted Subsidiaries to issue any preferred stock; provided, however, that the Company or any Restricted Subsidiary may incur Indebtedness, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.00 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period.

The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company and the Subsidiary Guarantors.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date written above.

ESTERLINE TECHNOLOGIES CORPORATION
/s/ Robert D. George
By:	Robert D. George
Title:	Vice President, Chief Financial Officer,
	Secretary and Treasurer
THE BANK OF NEW YORK TRUST COMPANY, N.A., AS SUCCESSOR TRUSTEE
/s/ Raymond Torres
By:	Raymond Torres
Title:	Assistant Vice President

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SUBSIDIARY GUARANTORS:
ADVANCED INPUT DEVICES, INC.
AMTECH AUTOMATED MANUFACTURING
TECHNOLOGY
ANGUS ELECTRONICS CO.
ARMTEC COUNTERMEASURES CO.
ARMTEC DEFENSE PRODUCTS CO.
AVISTA, INCORPORATED
BVR TECHNOLOGIES CO.
CMC DATACOMM INC.
CMC ELECTRONICS ACTON INC.
CMC ELECTRONICS AURORA INC.
EA TECHNOLOGIES CORPORATION
ESTERLINE SENSORS SERVICES AMERICAS, INC. (formerly known as Auxitrol Co.)
ESTERLINE CANADIAN HOLDING CORPORATION
EQUIPMENT SALES CO.
H.A. SALES CO.
HAUSER, INC.
HYTEK FINISHES CO.
JANCO CORPORATION
KIRKHILL-TA CO.
KORRY ELECTRONICS CO.
LEACH HOLDING CORPORATION
LEACH INTERNATIONAL CORPORATION
LEACH TECHNOLOGY GROUP, INC.
MASON ELECTRIC CO.
MC TECH CO.
MEMTRON TECHNOLOGIES CO.
NORWICH AERO PRODUCTS, INC.
PALOMAR PRODUCTS, INC.
PRESSURE SYSTEMS, INC.
PRESSURE SYSTEMS INTERNATIONAL, INC.
SURFTECH FINISHES CO.
UMM ELECTRONICS INC.
By:	/s/ Robert D. George
Name:	Robert D. George
Its:	Secretary

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ESTERLINE TECHNOLOGIES HOLDINGS LIMITED
ESTERLINE TECHNOLOGIES LIMITED
By:	/s/ Robert D. George
Name:	Robert D. George
Its:	Director
LEACH INTERNATIONAL MEXICO, S. DE R.L. DE C.V.
By:	/s/ Mark Raymond Thek
Name:	Mark Raymond Thek
Its:	General Manager

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Brian D. Keogh                 425/453-9400

ESTERLINE REACHES AGREEMENT ON INSURANCE CLAIM RELATED TO LAST YEAR’S EXPLOSION AT UK FACILITY

Company to Receive $32 Million in Addition to Earlier Payments

BELLEVUE, Wash., June 28, 2007 — Esterline Corporation (NYSE:ESL www.esterline.com) today announced an agreement with its insurance carrier to settle property damage and business interruption claims related to last year’s explosion at Esterline’s UK-based countermeasure flares operation, Wallop Defence Systems. The agreement calls for a payment to Wallop of £16 million upon settlement. Including payments already received, the total settlement is equal to £24 million, or approximately $48 million.

Robert W. Cremin, Esterline’s chief executive officer, said he hopes the settlement brings some closure for employees. He said, “…this has been a trying time for all Wallop employees and passing this major milestone will allow us to move forward with the rebuilding and, hopefully, healing process.”

The insurance recovery will be recorded in the company’s fiscal third quarter and is estimated to be $23 million net of tax, or $.87 per diluted share. Cremin reiterated comments he made to investors in May, reminding them that, “…we would much rather be shipping product than booking insurance proceeds.” Cremin said the settlement does not change the fundamental outlook of the company. He said, “…our earnings guidance for fiscal 2007 remains unchanged at $2.50 to $2.60 per share, plus the incremental effect from the settlement.”

Regarding plans to rebuild the damaged facility, Cremin said, “… we have begun the formal process by submitting plans to appropriate jurisdictions. We’re working very closely with our principal customer and strategic partner, the British Ministry of Defence, to provide current and future countermeasure requirements. Our hope is to have a new facility fully qualified and operational by the third or fourth quarter of fiscal ‘08.”

(more)

Page 2 of 2 — Esterline Business Interuption Claim

About Esterline:

Esterline Corporation is a leading world-wide supplier to the aerospace and defense industry specializing in three core areas: Avionics & Controls, Sensors & Systems, and Advanced Materials.

Operations within the Avionics & Controls segment focus on technology interface systems for commercial and military aircraft and similar devices for land- and sea-based military vehicles, secure communications systems, specialized medical equipment, and other high-end industrial applications. The Sensors & Systems segment includes operations that produce high-precision temperature and pressure sensors, electrical power distribution equipment, and other related systems principally for aerospace and defense customers. Operations within the Advanced Materials segment focus on technologies including high-temperature resistant materials and components used for a wide range of military and commercial aerospace purposes and combustible ordnance and electronic warfare countermeasure products.

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should” or “will,” or the negative of such terms, or other comparable terminology. These forward-looking statements are only predictions based on the current intent and expectations of the management of Esterline, are not guarantees of future performance or actions, and involve risks and uncertainties that are difficult to predict and may cause Esterline’s or its industry’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Esterline’s actual results and the timing and outcome of events may differ materially from those expressed in or implied by the forward-looking statements due to risks detailed in Esterline’s public filings with the Securities and Exchange Commission, including its annual report on Form 10-K.