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) March 16, 2006

SIFCO Industries, Inc.

(Exact name of registrant as specified in its charter)

Ohio	1-5978	34-0553950
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
970 East 64th Street, Cleveland Ohio		44103
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (216) 881-8600

(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 registrant under any of the following provisions (See General Instruction A.2. below):

o Written communication pursuant to Rule 245 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 Exchanged 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))

TABLE OF CONTENTS

EX-99.1 Press Release

Section 1 — Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

Effective March 16, 2006, SIFCO Industries, Inc. (“SIFCO”) and its Irish subsidiary, SIFCO Turbine Components Limited (“SIFCO Turbine”), entered into an asset purchase agreement (the “Agreement”) for the sale of its Large Aerospace Turbine Engine Component Repair business to SR Technics, which is based in Zurich, Switzerland (“SRT”). SRT will complete the acquisition through a wholly-owned Irish subsidiary named Boomix Limited, which subsidiary is in the process of changing its name to SR Technics Airfoil Services Limited. The Large Aerospace Turbine Engine Component Repair business operates in SIFCO’s Mahon Industrial Estate facility, which is located in Cork, Ireland. Subject to satisfaction of certain conditions to closing, the transaction is expected to close on or about April 20, 2006. Total consideration for the business is USD $9.8 million payable in cash and subject to certain adjustment and/or escrow provisions. SIFCO Turbine retains substantially all existing liabilities of the business. SIFCO has agreed to guarantee the performance by SIFCO Turbine of all of its obligations and liabilities under the Agreement.

The closing of the transaction is subject to certain customary conditions to closing, unless otherwise waived by the parties, including (i) no material adverse event having occurred, (ii) regulatory and third party consents having been obtained, or (iii) no action, suit or investigation to restrain, prohibit or otherwise challenge or materially interfere with the transaction having been instituted, or any statute or regulation having been proposed or enacted that would materially prohibit, restrict or delay the transaction. The Agreement may be terminated by SRT if the conditions to closing have not or cannot be fulfilled prior to the closing date. SIFCO may terminate the Agreement if it receives a “superior acquisition proposal” such that the SIFCO board of directors concludes, in good faith, that the termination of the Agreement is required in order for the board of directors to comply with its fiduciary obligations. In such event SIFCO would be required to pay SRT a breakup fee of USD $1.0 million. Either party may terminate the asset purchase agreement if SIFCO has been enjoined by a competent authority from closing the sale of the business to SRT. The Agreement terminates by its terms if the closing has not occurred by May 2, 2006.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit	Description
99.1	Press Release dated March 16, 2006 — SIFCO Industries, Inc. announces the sale of its Large Aerospace Turbine Engine Component Repair business to SR Technics

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SIFCO Industries, Inc. (Registrant)
Date: March 16, 2006	/s/ Frank A. Cappello
	Frank A. Cappello
	Vice President — Finance and Chief Financial Officer (Principal Financial Officer)

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
CONTACT:	Frank Cappello
	(216) 432-6297

SIFCO Industries, Inc. announces the sale of its
Large Aerospace Turbine Engine Component Repair business to SR Technics

Cleveland, Ohio, March 16, 2006: SIFCO Industries, Inc. announces the sale of its Large Aerospace Turbine Engine Component Repair business to SR Technics, headquartered in Zurich, Switzerland. The Large Aerospace Turbine Engine Component Repair business is located in SIFCO’s Mahon Industrial Estate facility, Cork, Ireland. The facility provides turbine component repair services on General Electric, Snecma, Pratt & Whitney, and Rolls-Royce large commercial airline turbine engines and has a long history of serving 90% of the world’s major airlines and overhaul shops with high quality and efficient component repair services. The transaction is expected to close, subject to certain conditions being met, on or about April 20, 2006 at a price of approximately $9.8 million, with SIFCO retaining substantially all existing liabilities.

This acquisition substantially enhances SR Technics’ engine repair and integrated engine solutions offering for large commercial aircraft engines. Under SR Technics ownership, management and employees at the acquired organization will continue to serve its extensive customer base.

About SR Technics — SR Technics is the world’s leading independent provider of total technical solutions for aircraft, engines and components. With a workforce of around 4,770 personnel, the SR Technics Group (“Group”) generated total operating revenues of CHF 1.2 billion in 2004. SR Technics is owned by a combination of private equity investors (such as 3i and Star Capital) and its own management. The Group offers technical solutions and services to over 500 customers around the world, handling more than 750 aircraft, 300 engines and 78,000 components a year. For further information, please visit www.srtechnics.com.

About SIFCO Industries, Inc. — SIFCO Industries, Inc. (“Company”) is engaged in the production and sale of a variety of metalworking processes, services and products produced primarily to the specific design requirements of its customers. The processes and services include forging, heat-treating, coating, welding, machining and selective electrochemical finishing. The products include forgings, machined forged parts and other machined metal parts, remanufactured component parts for turbine engines, and selective electrochemical finishing solutions and equipment. The Company’s operations are conducted in three business segments: (1) Turbine Components Services and Repair Group, (2) Aerospace Component Manufacturing Group, and (3) Applied Surface Concepts Group.

Forward-Looking Language

Certain statements contained in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to financial results and plans for future business development activities, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, economic conditions, competition and other uncertainties detailed from time to time in the Company’s Securities and Exchange Commission filings.