8-K

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) July 19, 2006

TransTechnology Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	1-7872	95-4062211
(State or Other Jurisdiction Of Incorporation)	(Commission File Number)	(IRS Employer 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)

     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:

o Written communications pursuant to Rule 425 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 Exchange 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)

ITEM 7.01 Regulation FD Disclosure

On July 19, 2006, TransTechnology Corporation (OTC:TTLG) reported its financial results for the first quarter of its fiscal year ending March 31, 2007. Reference is made to the press release dated July 19, 2006, a copy of which is attached hereto as Exhibit 99.1 to this Form 8-K.

On July 19, 2006, the Company also announced that its application for listing of the American Stock Exchange (AMEX) has been approved by AMEX. Once a specialist is appointed, the Company expects its stock to be trading on the AMEX under the symbol BZC. Reference is made to the press release dated July 19, 2006, a copy of which is attached hereto as Exhibit 99.2 to this Form 8-K.

ITEM 8.01 Other Events

On July 19, 2006, TransTechnology Corporation announced that the stockholders of the Company at its annual meeting authorized the board of directors to effect a change of the Company’s name to Breeze-Eastern Corporation at such time as the board determines, but, in any event, prior to December 31, 2006.

The board of directors has directed the officers of the Company to file the appropriate amendment to the certificate of incorporation as soon as possible, but consistent with notice requirements under applicable statutes and regulations.

The Company also announced that John Dalton, a director of the Company since 1999, was elected chairman of the board at its organization meeting of the board of directors. Mr. Dalton, who served as Secretary of the Navy from 1993-1998, is the President of the Housing Policy Council of The Financial Services Roundtable in Washington, D.C.

Reference is made to the Company’s press release dated July 19, 2006, a copy of which is filed as Exhibit 99.2 to this Form 8-K.

ITEM 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired. None

(b) Pro Forma Financial Information. None

(c) Exhibits.

Exhibit	Description
99.1	Press Release of the Registrant issued July 19, 2006.
99.2	Press Release of the Registrant issued July 19, 2006.

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: July 20, 2006

3

EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE DISTRIBUTION

Contact:	Robert L. G. White
	President and CEO
	Phone: 908/206-3700

TRANSTECHNOLOGY REPORTS FISCAL 2007
FIRST QUARTER RESULTS

Strong sales, operational improvements and recapitalization reflected
in fiscal 2007 first quarter results

Union, New Jersey — July 19, 2006 — TransTechnology Corporation (OTC: TTLG) today reported that fiscal first quarter 2007 operating income increased 8% to $2.7 million from $2.5 million in the prior-year period. Net income for the first quarter of fiscal 2007 was $18 thousand compared to $201 thousand for the first quarter of fiscal 2006 or $.03 per diluted share. Sales of $16.2 million were up 25% from $13.0 million in the first quarter a year ago. The first quarter of fiscal 2007 includes a pre-tax charge of $1.3 million or $0.09 per diluted share after taxes from charges related to the May refinancing of the Company’s debt. Adjusted EBITDA, as described under Non-GAAP Financial Measures in this press release, for the first quarter of fiscal 2007 rose 9% to $3.0 million from last year’s $2.8 million.

New orders received during the first quarter were $47.6 million compared with $13.8 million in the prior fiscal year’s first quarter. The Company’s book-to-bill ratio for the first quarter was 2.9, compared with 1.1 in last year’s first quarter and 1.9 for the full fiscal year 2006. The Company’s backlog increased during the first three months of fiscal 2007 to $122.4 million from $91.2 million at the end of fiscal 2006 and $35.9 million one year ago. The new orders received in the first quarter of fiscal 2007 included $21.5 million of orders related to the Airbus A400M Military Transport Aircraft which is expected to commence shipping in calendar year 2009 and continue through 2020.

Robert L. G. White, Chief Executive Officer of the Company, said, “During the first quarter, we continued to realize the benefits of the major initiatives in the Company’s operations which we started two years ago. Gross margin for the first quarter was 45.7% compared to 43.4% in last year’s same quarter. This strong performance at the gross margin line was fueled by improved profitability in two thirds of the product line sales in fiscal 2007 with overhaul and repair gross margins posting increases of approximately ten percentage points. Hoist and winch new equipment and spare parts sales accounted for the majority of the increased sales. Selling, general and administrative expenses increased $1.6 million, or 50%, from last year’s first quarter. Approximately half of this increase is attributable to planned increased engineering costs related to the contract for the Airbus A400M Military Transport Aircraft with the remainder mainly involving increased spending for marketing and the depreciation of our ERP system placed in service in the third quarter of fiscal 2006. Interest expense for the quarter was down $0.9 million resulting from the paydown of debt using the proceeds from the issuance of 2.5

700 Liberty Avenue • P.O. Box 3300 • Union • New Jersey 07083
Tel. 908.688.2440 • Fax 908.686.7485 • www.transtechnology.com

TransTechnology Corporation — July 19, 2006
Fiscal 2007 First Quarter Earnings Release Page 2 of 4

million shares of common stock in the fourth quarter of fiscal 2006 and the refinancing of the remaining debt in the first quarter of fiscal 2007.”

Outlook for fiscal 2007 unchanged

Mr. White concluded, “We believe that we have a sense of momentum in every part of our organization. Our bookings rate is up, and our overhaul and repair operation is operating well, and our overall gross margin is strong. Our SG&A costs will continue to be higher than last year driven mainly by the efforts necessary for the Airbus contract. However, this is in line with our plan and we expect to be able to meet our previously stated targets for fiscal 2007 of $70.0 million in sales, and adjusted EBITDA of $14.0 million. Our primary focus for the remainder of fiscal 2007, includes the continued pursuit of new hoist, winch, and weapons handling systems sales on a global basis to provide a solid base upon which to build value for our shareholders.”

TransTechnology Corporation (http://www.transtechnology.com) operating as Breeze-Eastern (http://www.breeze-eastern.com) is the world’s leading designer and manufacturer of sophisticated lifting devices for military and civilian aircraft, including rescue hoists, cargo hooks, and weapons-lifting systems. The company, which employs approximately 195 people at its facility in Union, New Jersey, reported sales from continuing operations of $64.4 million in the fiscal year ended March 31, 2006.

Non—GAAP Financial Measures

In addition to disclosing financial results that are determined in accordance with generally accepted accounting principles (GAAP), the Company also discloses operating income (gross profit less general, administrative and selling expenses) and adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, interest and other income/expense and loss on extinguishment of debt) which are non-GAAP measures. Management believes that providing this additional information is useful to investors, as it provides more direct information regarding the Company’s ability to meet debt service requirements so that investors may better assess and understand the Company’s underlying operating performance. The Company does not intend for the additional information to be considered in isolation or as a substitute for GAAP measures. A reconciliation of (i) adjusted EBITDA to reported net income and (ii) operating income to gross profit are set forth following the balance sheet information contained in this press release.

TransTechnology Corporation — July 19, 2006
Fiscal 2007 First Quarter Earnings Release Page 3 of 4

INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

Certain statements in this press release constitute “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Acts”). Any statements contained herein that are not statements of historical fact are deemed to be forward-looking statements.

The forward-looking statements in this press release are based on current beliefs, estimates and assumptions concerning the operations, future results, and prospects of the Company. As actual operations and results may materially differ from those assumed in forward-looking statements, there is no assurance that forward-looking statements will prove to be accurate. Forward-looking statements are subject to the safe harbors created in the Acts.

Any number of factors could affect future operations and results, including, without limitation competition from other companies; changes in applicable laws, rules and regulations affecting the Company in the locations in which it conducts its business; the availability of equity and/or debt financing in the amounts and on the terms necessary to support the Company’s future business; interest rate trends; the Company’s ability to provide a trading venue for its shares; determination by the Company to dispose of or acquire additional assets; general industry and economic conditions; events impacting the U.S. and world financial markets and economies; and those specific risks that are discussed in the Company’s previously filed Annual Report on Form 10-K for the fiscal year ended March 31, 2006.

The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information or future events.

TransTechnology Corporation — July 19, 2006
Fiscal 2007 First Quarter Earnings Release Page 4 of 4

TransTechnology Corporation
STATEMENTS OF CONSOLIDATED OPERATIONS
(In Thousands of Dollars Except Share Data)

	Three Months Ended
	7/2/06		6/26/05
Net sales	$	16,242	$	12,982
Cost of sales		8,817		7,345
Gross profit		7,425		5,637
General, administrative and selling expenses		4,746		3,154
Interest expense		1,269		2,195
Interest and other (income) expense-net		49		(37	)
Loss on extinguishment of debt		1,331		—
Income before income taxes		30		325
Provision for income taxes		12		124
Net income	$	18	$	201
Basic earnings per share:
Net income	$	0.00	$	0.03
Diluted earnings per share:
Net income	$	0.00	$	0.03
Weighted average basic shares		9,230,000		6,698,000
Weighted average diluted shares		9,314,000		6,729,000

BALANCE SHEET INFORMATION

	7/2/06		3/31/06
Current assets	$	35,600	$	38,369
Property, plant and equipment — net		4,672		4,810
Other assets		38,324		38,766
Total assets	$	78,596	$	81,945
Current portion of long-term debt and short term borrowings	$	8,115	$	4,562
Other current liabilities		12,070		16,707
Total current liabilities		20,185		21,269
Long-term debt		36,755		39,415
Other non-current liabilities		9,181		8,933
Stockholders’ equity		12,475		12,328
Total liabilities and stockholders’ equity	$	78,596	$	81,945

TransTechnology Corporation — July 19, 2006
Fiscal 2007 First Quarter Earnings Release Page 5 of 4

Reconciliation of Reported Income to Adjusted EBITDA

	Three Months Ended
	7/2/06		6/26/05
Net sales	$	16,242	$	12,982
Cost of sales		8,817		7,345
Gross profit		7,425		5,637
General, administrative and selling expenses		4,746		3,154
Operating income		2,679		2,483
Add back: depreciation and amortization		345		295
Adjusted EBITDA	$	3,024	$	2,778
Net income	$	18	$	201
Provision for income taxes		12		124
Depreciation and amortization		345		295
Interest expense		1,269		2,195
Interest and other (income) expense —net		49		(37	)
Loss on extinguishment of debt		1,331		—
Adjusted EBITDA	$	3,024	$	2,778

#####

EX-99.2

Exhibit 99.2

PRESS RELEASE

FOR IMMEDIATE DISTRIBUTION

Contact: Robert L. G. White
President and CEO
Phone: 908/206-3700

TRANSTECHNOLOGY ANNOUNCES APPROVAL OF AMEX LISTING AND PROSPECTIVE NAME CHANGE TO BREEZE-EASTERN CORPORATION; JOHN DALTON ELECTED CHAIRMAN OF THE BOARD

Union, New Jersey — July 19, 2006 — TransTechnology Corporation (OTC: TTLG) reported today that its application to be listed on the American Stock Exchange has been approved. The company is working with the Exchange on the appointment of a specialist so that it may begin trading. The company’s new symbol will be BZC. The approval by the Exchange is contingent upon the company maintaining compliance with all applicable listing standards on the date it begins trading on the Exchange, and may be rescinded if the company fails to maintain compliance with such standards.

The company also announced that the stockholders at today’s annual meeting authorized the board of directors to effect a change of the company’s name to Breeze-Eastern Corporation at such time as the board determines, and the board of directors has directed the officers of the company to file the appropriate amendment to the certificate of incorporation as soon as possible.

John Dalton, a director of the company since 1999, was elected chairman of the board at today’s organization meeting of the board of directors. Mr. Dalton, who served as Secretary of the Navy from 1993-1998, is the President of the Housing Policy Council of The Financial Services Roundtable in Washington, D.C.

TransTechnology Corporation (http://www.transtechnology.com) operating as Breeze-Eastern (http://www.breeze-eastern.com) is the world’s leading designer and manufacturer of sophisticated lifting devices for military and civilian aircraft, including rescue hoists, cargo hooks, and weapons-lifting systems. The company, which employs approximately 195 people at its facility in Union, New Jersey, reported sales from continuing operations of $64.4 million in the fiscal year ended March 31, 2006.

700 Liberty Avenue • P.O. Box 3300 • Union • New Jersey 07083
Tel. 908.688.2440 • Fax 908.686.7485 • www.transtechnology.com

TransTechnology Corporation
Press Release
July 19, 2006 Page 2 of 2

INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

Certain statements in this press release constitute “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Acts”). Any statements contained herein that are not statements of historical fact are deemed to be forward-looking statements.

The forward-looking statements in this press release are based on current beliefs, estimates and assumptions concerning the operations, future results, and prospects of the Company. As actual operations and results may materially differ from those assumed in forward-looking statements, there is no assurance that forward-looking statements will prove to be accurate. Forward-looking statements are subject to the safe harbors created in the Acts.

Any number of factors could affect future operations and results, including, without limitation competition from other companies; changes in applicable laws, rules and regulations affecting the Company in the locations in which it conducts its business; the availability of equity and/or debt financing in the amounts and on the terms necessary to support the Company’s future business; interest rate trends; the Company’s ability to provide a trading venue for its shares; determination by the Company to dispose of or acquire additional assets; general industry and economic conditions; events impacting the U.S. and world financial markets and economies; and those specific risks that are discussed in the Company’s previously filed Annual Report on Form 10-K for the fiscal year ended March 31, 2006.

The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information or future events.

#####