SC 13G/A 1 d1156811.htm SCHEDULE 13G/A (AMENDMENT NO. 2)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 13G/A

(Amendment No. 2)

Transtechnology Corporation

(Name of Issuer)

Common Stock, $0.01 Par Value Per Share

(Title of Class of Securities)

893889105

(CUSIP Number of Class of Securities)

December 31, 2005

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	RULE 13d-1(b)
x	RULE 13d-1(c)
o	RULE 13d-1(d)

CUSIP NO. 893889105				Page 2 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person
	Wynnefield Partners Small Cap Value, L.P. 13-3688497

2)	Check The Appropriate Box If A Member Of A Group (See Instructions)
	(a)
	(b) x Reporting person is affiliated with other persons

3)	SEC USE ONLY

4)	Citizenship Or Place Of Organization: Delaware

NUMBER OF SHARES		5)	Sole Voting Power:
BENEFICIALLY OWNED			193,100 Shares
BY EACH REPORTING		6)	Shared Voting Power
PERSON WITH		7)	Sole Dispositive Power
			193,100 Shares
		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person :
193,100 Shares

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares [ ]
(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
2.9% of Common Stock

12)	Type of Reporting Person (See Instructions) PN

CUSIP NO. 893889105				Page 3 of 11

1)	Name and I.R.S. Identification No. of Reporting Person (entities only)
	Wynnefield Partners Small Cap Value, L.P. I 13-3953291

2)	Check the Appropriate Box If a Member of a Group (See Instructions)
	(a)
	(b) x Reporting Person is affiliated with other persons

3)	SEC USE ONLY

4)	Citizenship or Place of Organization: Delaware

NUMBER OF SHARES		5)	Sole Voting Power:
BENEFICIALLY OWNED			245,395 Shares
BY EACH REPORTING		6)	Shared Voting Power
PERSON WITH		7)	Sole Dispositive Power:
			245,395 Shares
		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned by Each Reporting Person:
245,395 Shares

10)	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares o
(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
3.7% of Common Stock

12)	Type of Reporting Person: PN

CUSIP NO. 893889105				Page 4 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person
	Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)

2)	Check The Appropriate Box If A Member Of A Group (See Instructions)
	(a)
	(b) x Reporting person is affiliated with other persons

3)	SEC USE ONLY

4)	Citizenship Or Place Of Organization: Cayman Islands

NUMBER OF SHARES		5)	Sole Voting Power:
BENEFICIALLY OWNED			225,505 Shares
BY EACH REPORTING		6)	Shared Voting Power
PERSON WITH		7)	Sole Dispositive Power
			225,505 Shares
		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person :
225,505 Shares

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
3.4% of Common Stock

12)	Type of Reporting Person (See Instructions) CO

CUSIP NO. 893889105				Page 5 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person
	Channel Partnership II, L.P. 22-3215653

2)	Check The Appropriate Box If A Member Of A Group (See Instructions)
	(a)
	(b) x Reporting person is affiliated with other persons

3)	SEC USE ONLY

4)	Citizenship Or Place Of Organization: New York

NUMBER OF SHARES		5)	Sole Voting Power:
BENEFICIALLY OWNED			38,400 Shares
BY EACH REPORTING		6)	Shared Voting Power
PERSON WITH		7)	Sole Dispositive Power
			38,400 Shares
		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person :
38,400 Shares

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
0.6% of Common Stock

12)	Type of Reporting Person (See Instructions) PN

CUSIP NO. 893889105				Page 6 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person
	Wynnefield Capital Management, LLC 13-4018186

2)	Check The Appropriate Box If A Member Of A Group (See Instructions)
	(a)
	(b) x Reporting person is affiliated with other persons

3)	SEC USE ONLY

4)	Citizenship Or Place Of Organization: New York

NUMBER OF SHARES		5)	Sole Voting Power:
BENEFICIALLY OWNED			438,495 Shares⁽¹⁾
BY EACH REPORTING		6)	Shared Voting Power
PERSON WITH		7)	Sole Dispositive Power
			438,495 Shares⁽¹⁾
		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person :
438,495 Shares⁽¹⁾

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
6.5% of Common Stock⁽¹⁾

12)	Type of Reporting Person OO (Limited Liability Company)

⁽¹⁾	Wynnefield Capital Management, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I.

CUSIP NO. 893889105				Page 7 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person
	Wynnefield Capital, Inc. (No IRS Identification No.)

2)	Check The Appropriate Box If A Member Of A Group (See Instructions)
	(a)
	(b) x Reporting person is affiliated with other persons

3)	SEC USE ONLY

4)	Citizenship Or Place Of Organization: Cayman Islands

NUMBER OF SHARES		5)	Sole Voting Power:
BENEFICIALLY OWNED			225,505 Shares⁽¹⁾
BY EACH REPORTING		6)	Shared Voting Power
PERSON WITH		7)	Sole Dispositive Power
			225,505 Shares⁽¹⁾
		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person :
225,505 Shares⁽¹⁾

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
3.4% of Common Stock⁽¹⁾

12)	Type of Reporting Person (See Instructions) CO

⁽¹⁾	Wynnefield Capital, Inc. holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd.

CUSIP NO. 893889105				Page 8 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person
	Nelson Obus

2)	Check The Appropriate Box If A Member Of A Group (See Instructions)
	(a)
	(b) x Reporting person is affiliated with other persons

3)	SEC USE ONLY

4)	Citizenship Or Place Of Organization: United States of America

NUMBER OF SHARES		5)	Sole Voting Power:
BENEFICIALLY OWNED			38,400 Shares⁽¹⁾
BY EACH REPORTING		6)	Shared Voting Power
PERSON WITH		7)	Sole Dispositive Power
			38,400 Shares⁽¹⁾
		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person :
38,400 Shares⁽¹⁾

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
0.6% of Common Stock⁽¹⁾

12)	Type of Reporting Person: IN

⁽¹⁾	Nelson Obus, as general partner of Channel Partnership II, L.P., holds an indirect beneficial interest in these shares which are directly beneficially owned by Channel Partnership II, L.P.

Page 9 of 11

ITEM 1(a).	Name of Issuer:
	Transtechnology Corporation

ITEM 1(b).	Address of Issuer's Principal Executive Offices:
	700 Liberty Avenue, Union, New Jersey, 07083

ITEM 2(a).	Names of Persons Filing:
	Wynnefield Partners Small Cap Value, L.P. ("Partners")

	Wynnefield Partners Small Cap Value, L.P. I ("Partners I")

	Wynnefield Small Cap Value Offshore Fund, Ltd. ("Fund")

	Channel Partnership II, L.P. ("Channel")

	Wynnefield Capital Management, LLC ("WCM")

	Wynnefield Capital, Inc. ("WCI")

	Nelson Obus (“Obus”)

ITEM 2(b).	Address of Principal Business Office Or, If None, Residence:
	450 Seventh Avenue, Suite 509, New York, New York 10123

ITEM 2(c).	Citizenship:
	Partners and Partners I are Delaware Limited Partnerships

	Fund and WCI are Cayman Islands Companies

	WCM is a New York Limited Liability Company

	Channel is a New York Limited Partnership

	Obus is a citizen of the United States of America
ITEM 2(d).	Title of Class of Securities:
	Common Stock, $.01 Par Value Per Share

ITEM 2(e).	CUSIP Number: 893889105

Page 10 of 11

ITEM 3.	If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is:
	None of the reporting persons is an entity specified in Rule 13d-1(b)(1)(ii).
ITEM 4.	Ownership:
(a) Amount beneficially owned by all reporting persons: 702,400 Shares
(b) Percent of class: 10.4% of Common Stock
(c) Number of shares as to which the reporting persons have:
	(i) sole power to vote or to direct the vote:
	702,400 Shares
	(ii) shared power to vote or to direct the vote
	(iii) sole power to dispose or to direct the disposition:
	702,400 Shares
	(iv) shared power to dispose or to direct the disposition

ITEM 5.	Ownership of five percent or less of a class.
	Not applicable.
ITEM 6.	Ownership of more than five percent on behalf of another person.
	Not applicable.
ITEM 7.	Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company.
	Not applicable.
ITEM 8.	Identification and classification of members of the group.
	None of the reporting persons who have filed this schedule is a person, as defined in Rule 13d-1(b)(1)(ii), promulgated pursuant to the Securities Exchange Act of 1934.
ITEM 9.	Notice of dissolution of group. Not applicable.

Page 11 of 11

ITEM 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection or as a participant in any transaction having that purpose or effect.

Dated:	February 13, 2006
		WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
		By: Wynnefield Capital Management, LLC,
				General Partner

				By: /s/ Nelson Obus
						Nelson Obus, Managing Member
		WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
		By:		Wynnefield Capital Management, LLC,
				General Partner

				By: /s/ Nelson Obus
					Nelson Obus, Managing Member
		WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD
		By:		Wynnefield Capital Inc.

				By: /s/ Nelson Obus
					Nelson Obus, President

		CHANNEL PARTNERSHIP II, L.P.

		By:	/s/ Nelson Obus
			Nelson Obus, General Partner
		/s/ Nelson Obus
		Nelson Obus, Individually
		WYNNEFIELD CAPITAL MANAGEMENT, LLC
		By:	/s/ Nelson Obus
			Nelson Obus, Managing Member

		WYNNEFIELD CAPITAL, INC
		By:	/s/ Nelson Obus
			Nelson Obus, President