e10vkza

0000950123-10-063786.txt : 20100706 0000950123-10-063786.hdr.sgml : 20100705 20100706170337 ACCESSION NUMBER: 0000950123-10-063786 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20100331 FILED AS OF DATE: 20100706 DATE AS OF CHANGE: 20100706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BREEZE-EASTERN CORP CENTRAL INDEX KEY: 0000099359 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 954062211 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07872 FILM NUMBER: 10939560 BUSINESS ADDRESS: STREET 1: 35 MELANIE LANE CITY: WHIPPANY STATE: NJ ZIP: 07981 BUSINESS PHONE: 973 602 1001 MAIL ADDRESS: STREET 1: 35 MELANIE LANE CITY: WHIPPANY STATE: NJ ZIP: 07981 FORMER COMPANY: FORMER CONFORMED NAME: TRANSTECHNOLOGY CORP. DATE OF NAME CHANGE: 20061006 FORMER COMPANY: FORMER CONFORMED NAME: BREEZE-EASTERN CORP DATE OF NAME CHANGE: 20061005 FORMER COMPANY: FORMER CONFORMED NAME: TRANSTECHNOLOGY CORP DATE OF NAME CHANGE: 19920703 10-K/A 1 y85462e10vkza.htm FORM 10-K/A e10vkza

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2010


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-7872

BREEZE-EASTERN CORPORATION

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		95-4062211 (I.R.S. employer identification no.)


35 Melanie Lane Whippany, New Jersey (Address of principal executive offices)		07981 (Zip Code)

Registrant’s telephone number, including area code: (973) 602-1001

Securities registered pursuant to Section 12(b) of the Act:


Common Stock, par value $0.01		NYSE Amex

(Title of class)		(Name of Exchange on Which Registered)

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ
(Do not check if a smaller reporting company)

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of the voting common equity held by non-affiliates of the registrant on September 27, 2009 (the last business day of the registrant’s most recently completed second fiscal quarter), based on the closing price of the registrant’s common stock on the NYSE Amex (formerly American Stock Exchange) on such date, was $21,248,350. Shares of common stock held by executive officers and directors have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not a determination for any other purpose.

As of June 1, 2010, the registrant had 9,396,950 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant’s Proxy Statement for the 2010 Annual Meeting of Stockholders is incorporated by reference into Part III of this Annual Report on Form 10-K. With the exception of those portions that are specifically incorporated by reference in this Annual Report on Form 10-K, such Proxy Statement shall not be deemed filed as part of this Report or incorporated by reference herein.

EXPLANATORY NOTE

Breeze-Eastern Corporation (the “Company,” “we” or “us”) is filing this Amendment No. 1 (this “Amendment”) to our Annual Report on Form 10-K for the year ended March 31, 2010 (the “Form 10-K”), which was originally filed on June 28, 2010, for the sole purpose of amending and restating Exhibit 23.1, Consent of Marcum LLP (“Marcum”), to include a consent to the incorporation by reference into our registration statements on Form S-8 of Marcum’s report relating to our consolidated financial statements, financial statement schedules and our management’s report on internal control over financial reporting for the year ended March 31, 2010.

No other revisions or amendments have been made to any other portion of our Form 10-K. This Amendment does not reflect events occurring after June 28, 2010, the date of the original filing of the Form 10-K, or modify or update those disclosures that may have been affected by subsequent events. In addition, currently-dated certifications from our Chief Executive Officer and Chief Financial Officer have been included as exhibits to this Amendment.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


	BREEZE-EASTERN CORPORATION
	By:	/s/ Mark D. Mishler
		Mark D. Mishler
		Senior Vice President, Chief Financial Officer, Treasurer, and Secretary

Date: July 6, 2010

EXHIBIT INDEX


Exhibit No.		Description

23.1		Consent of Independent Registered Public Accounting Firm
31.1		Certification of Chief Executive Officer pursuant to Sarbanes-Oxley Act of 2002 Section 302
31.2		Certification of Chief Financial Officer pursuant to Sarbanes-Oxley Act of 2002 Section 302
32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Sarbanes Oxley Act of 2002 Section 906

EX-23.1 2 y85462exv23w1.htm EX-23.1 exv23w1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of
Breeze-Eastern Corporation

We consent to the incorporation by reference in Registration Statement Nos. 333-75026, 333-93085, 333-124886, and 333-140368 on Form S-8 of our report dated June 28, 2010, relating to the consolidated financial statements and financial statement schedule of Breeze-Eastern Corporation, and management’s report on internal control over financial reporting, which appear in the Annual Report on Form 10-K for the year ended March 31, 2010.

/s/ Marcum LLP

Bala Cynwyd, Pennsylvania

June 28, 2010

EX-31.1 3 y85462exv31w1.htm EX-31.1 exv31w1

EXHIBIT 31.1

CERTIFICATIONS

I, Michael Harlan, Jr., certify that:

1. I have reviewed this annual report on Form 10-K/A of Breeze-Eastern Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: July 6, 2010	/s/ Michael Harlan, Jr.
	Michael Harlan, Jr.
	President & Chief Executive Officer

EX-31.2 4 y85462exv31w2.htm EX-31.2 exv31w2

EXHIBIT 31.2

I, Mark D. Mishler, certify that:

1. I have reviewed this annual report on Form 10-K/A of Breeze-Eastern Corporation;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: July 6, 2010	/s/ Mark D. Mishler
	Mark D. Mishler
	Chief Financial Officer

EX-32.1 5 y85462exv32w1.htm EX-32.1 exv32w1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and n connection with the Annual Report on Form 10-K/A of Breeze-Eastern Corporation (the “Company”) for the year ended March 31, 2010, filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned hereby certifies that, to his knowledge:

(i) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

(ii) and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: July 6, 2010	/s/ Michael Harlan Jr.
	Michael Harlan, Jr.
	President & Chief Executive Officer


Date: July 6, 2010	/s/ Mark D. Mishler
	Mark D. Mishler
	Chief Financial Officer