8-K 1 y86254e8vk.txt TRANSTECHNOLOGY CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) May 5, 2003 ------------------------- TransTechnology Corporation -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-7872 95-4062211 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer Of Incorporation) File Number) Identification No.) 700 Liberty Ave, Union, New Jersey 07083 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (908) 688-2440 ---------------------- --------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. -------- Exhibit Description ------- ----------- 99.1 Press Release issued May 5, 2003. ITEM 9. REGULATION FD DISCLOSURE. The following information is being furnished under Item 12: On May 5, 2003 the registrant issued a press release announcing its financial results for the year ended March 31, 2003. The press release is attached hereto as Exhibit 99.1. The press release presents the Company's EBITDA (earnings before interest, taxes, depreciation and amortization) and free cash flow, which are non-GAAP measures. Management believes that providing this additional information is useful to investors, as it provides direct information regarding the company's ability to meet debt service requirements and its underlying operating performance. The registrant does not intend for the non-GAAP measures to be considered in isolation or as a substitute for the included GAAP measures. A reconciliation of EBITDA to operating income and the calculation of free cash flow are set forth following the balance sheet information contained in the press release. The information in this Report , including the Exhibit attached hereto, is furnished solely pursuant to Item 12 of this Form 8-K. Consequently, it is not deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934. 2 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. TRANSTECHNOLOGY CORPORATION By: /s/ Joseph F. Spanier -------------------------------------- Joseph F. Spanier, Vice President, Chief Financial Officer and Treasurer Date: May 7, 2003 3