S-8

As filed with the Securities and Exchange Commission on May 13, 2005
Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TRANSTECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of Identification No.) 95-4062211
(I.R.S. Employer incorporation or organization)

(908) 688-2440

(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)

TRANSTECHNOLOGY CORPORATION
2004 LONG TERM INCENTIVE PLAN
(Full title of the plans)

GERALD C. HARVEY, ESQ.
Vice President, Secretary and General Counsel
TransTechnology Corporation
700 Liberty Avenue
Union, New Jersey 07083
(908) 624-4205
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies to:
F. RONALD O’KEEFE, ESQ.
Hahn Loeser & Parks LLP
3300 BP Tower, 200 Public Square
Cleveland, Ohio 44114-2301
(216) 621-0150

CALCULATION OF REGISTRATION FEE

	Proposed	Proposed
	Amount	Maximum		Maximum		Amount of
Title of each class of	to be	Offering Price		Aggregate		Registration
securities to be registered	Registered	Per Share(3)		Offering Price(3)		Fee
Common Stock(1)	200,000 Shares(2)	$	7.00	$	1,400,000	$	164.78

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of participation interests to be offered or sold pursuant to the employee benefit plan(s) described herein.

(2) 200,000 of these shares are being registered in connection with the TransTechnology Corporation 2004 Long Term Incentive Plan (the “Plan”).

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h), based on the average the bid and ask price of TransTechnology Corporation’s (the “Company’s”) Common Stock as reported on the “Pink Sheets” service provided by Pink Sheets LLC under symbol “TTLG” for May 11, 2005.

TABLE OF CONTENTS

PART I
PART II
	ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
	ITEM 4. DESCRIPTION OF SECURITIES
	ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
	ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
	ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
	ITEM 8. EXHIBITS
	ITEM 9. UNDERTAKINGS
SIGNATURES
EXHIBIT INDEX
Exhibit 5.1 Opinion of Hahn Loeser & Parks
Exhibit 23.2 Consent of Deloitte & Touche
Exhibit 24.1 Power of Attorney

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          The documents containing the information required in Part I of the Registration Statement will be provided to each participant in the TransTechnology Corporation 2004 Long Term Incentive Plan, as required by Rule 428(b)(1). Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) in accordance with the instructions to Form S-8, but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents which have been filed by the Company with the Commission, as noted below, are incorporated by reference into this Registration Statement:

          (1) The Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended December 26, 2004;

          (2) The Annual Report of the Company on Form 10-K for the fiscal year ended March 31, 2004;

          (3) All other reports filed by the Company pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since March 31, 2004, the end of the Company’s most recently completed fiscal year for which an Annual Report on Form 10-K was filed; and

          (4) The description of the Company’s Common Stock contained in its Registration Statement on Form 8-A filed on December 22, 1987 (File No. 1-7872).

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all such securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     TransTechnology Corporation (the “Company”) is a Delaware corporation. The Company’s Certificate of Incorporation provides that the Company may indemnify its officers and directors to the full extent permitted by law. Section 145 of the General Corporation Law of the State of Delaware (“GCL”) provides that a Delaware corporation has the power to indemnify its officers and directors in certain circumstances.

     Subsection (a) of Section 145 of the GCL empowers a corporation to indemnify any director or officer, or former director or officer, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding provided that such director or officer acted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director or officer had no reasonable cause to believe his conduct was unlawful.

     Subsection (b) of Section 145 empowers a corporation to indemnify any director or officer, or former director or officer, who was or is a

party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that, despite the adjudication of liability, but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

     Section 145 further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the corporation shall have the power to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liabilities under Section 145. Any indemnification under subsections (a) and (b) (unless ordered by a court) shall be made only as authorized in the specific case upon a determination by a majority vote of the directors who are not parties to such action, suit or proceeding (or, if there are no such directors, by an independent counsel or by the stockholders) that indemnification is proper in the circumstances because he has met the standard of conduct set forth in subsections (a) and (b).

     The Company’s Certificate of Incorporation also provides that, to the fullest extent permitted by the GCL, a director shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. Section 102 of the GCL authorizes such a provision, and states that such a provision shall not eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for unlawful payments of dividends or unlawful stock purchases or redemptions by the corporation, or (d) for any transaction from which the director derived an improper benefit.

     The Company’s Bylaws provide that the Company shall indemnify, to the fullest extent permitted by law, any person who was or is made or is threatened to be made a party to (or is otherwise involved in) any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture or other business or nonprofit entity. The Bylaws provide that the Company shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided that any such advance payments shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should ultimately be determined that the director or officer is not entitled to be indemnified under the Bylaws or otherwise.

     The Company has entered into indemnity agreements with each of its directors and executive officers, whereby the Company agrees to indemnify such persons against liability to the extent permitted by law. The Company may from time to time enter into indemnity agreements with additional individuals who become officers and/or directors of the Company.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8. EXHIBITS.

5.1	Opinion of Hahn Loeser & Parks LLP
23.1	Consent of Hahn Loeser & Parks LLP (included in Exhibit 5.1)
23.2	Consent of Deloitte & Touche LLP
24.1	Power of Attorney

ITEM 9. UNDERTAKINGS.

     The Company hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

               (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

               Provided however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

               (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (4) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Union, State of New Jersey, on this 12th day of May, 2005.

TransTechnology Corporation

By: /s/ Joseph F. Spanier

   Joseph F. Spanier, Vice President, Treasurer

   and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Michael J. Berthelot*	Chairman of the Board	May 12, 2005
Michael J. Berthelot
/s/ Robert L.G. White*	Director, President and Chief Executive Officer	May 12, 2005
Robert L.G. White
	Vice President, Treasurer & Chief	May 12, 2005
/s/ Joseph F. Spanier*	Financial Officer (Principal Financial &
	Accounting Officer)
Joseph F. Spanier
/s/ Thomas V. Chema*	Director	May 12, 2005
Thomas V. Chema
/s/ Jan Naylor Cope*	Director	May 12, 2005
Jan Naylor Cope
/s/ John H. Dalton*	Director	May 12, 2005
John H. Dalton
/s/ William J. Recker*	Director	May 12, 2005
William J. Recker

* Executed by power of attorney.

Gerald C. Harvey, vice president, secretary and general counsel, as attorney-in-fact, signs this document on behalf of the above-named officers and directors pursuant to powers of attorney duly executed by such officers and directors and filed with this registration statement.

/s/ Gerald C. Harvey*

Gerald C. Harvey, attorney-in-fact

EXHIBIT INDEX

5.1	Opinion of Hahn Loeser & Parks LLP
23.1	Consent of Hahn Loeser & Parks LLP (included in Exhibit 5.1)
23.2	Consent of Deloitte & Touche LLP
24.1	Power of Attorney

EX-5.1

EXHIBIT 5.1

May 12, 2005

TransTechnology Corporation
700 Liberty Avenue
Union, New Jersey 07083

Gentlemen:

     You have requested our opinion with respect to 200,000 shares of common stock, $.01 par value per share (the “Shares”), of TransTechnology Corporation, a Delaware corporation (the “Company”), which Shares are to be issued to certain key employees and non-employee directors of the Company pursuant to the terms of the Company’s 2004 Long Term Incentive Plan (the “Plan”). The Shares are the subject of a Registration Statement on Form S-8 (the “Registration Statement”), to which this opinion is attached as an exhibit, to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.

     In connection with the foregoing, we have examined (a) the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, (b) the Plan, filed as Annex A to the Company’s Proxy Statement on Form DEF 14A and (c) such records of the corporate proceedings of the Company and such other documents as we deemed necessary to render this opinion.

     Based upon such examination, we are of the opinion that:

1.	The Company is a corporation organized and validly existing under the laws of the State of Delaware.
2.	The Shares to be sold by the Company have been duly authorized and, when issued and sold pursuant to the Plan, and in the manner contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.

Very truly yours,

/s/ Hahn Loeser & Parks LLP

HAHN LOESER & PARKS LLP

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated June 21, 2004, relating to the financial statements and financial statement schedules of TransTechnology Corporation, appearing in the Annual Report on Form 10-K of TransTechnology Corporation for the year ended March 31, 2004.

/s/ Deloitte & Touche LLP

Parsippany, New Jersey
May 12, 2005

II-22

EX-24.1

EXHIBIT 24.1

TRANSTECHNOLOGY CORPORATION

2004 LONG TERM INCENTIVE PLAN

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gerald C. Harvey and Joseph F. Spanier, and each of them, his or her, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all documents and amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael J. Berthelot	Chairman of the Board	May 2, 2005
Michael J. Berthelot
/s/ Thomas V. Chema	Director	May 4, 2005
Thomas V. Chema
/s/ Jan Naylor Cope	Director	May 4, 2005
Jan Naylor Cope
/s/ John H. Dalton	Director	May 2, 2005
John H. Dalton
/s/ William J. Recker	Director	May 2, 2005
William J. Recker

Signature	Title	Date
	Director, President and	May 3, 2005
/s/ Robert L.G. White	Chief Executive Officer
Robert L.G. White
	Vice President, Treasurer &
	Chief Financial Officer	May 3, 2005
/s/ Joseph F. Spanier	(Principal Financial &
	Accounting Officer)
Joseph F. Spanier