UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 28, 2005
| TransDigm Inc. | TransDigm Holding Company | |
| (Exact name of registrant as specified in its charter) | (Exact name of registrant as specified in its charter) |
| Delaware | Delaware | |
| (State or other jurisdiction of incorporation) | (State or other jurisdiction of incorporation) | |
| 333-108340 | 333-108340-06 | |
| (Commission File Number) | (Commission File Number) | |
| 34-1750032 | 13-3733378 | |
| (IRS Employer Identification No.) | (IRS Employer Identification No.) | |
| 1301 East 9th Street, Suite 3710, Cleveland, Ohio | 44114 | |
| (Address of principal executive offices) | (Zip Code) | |
(216) 289-4939
(Registrants’ telephone number, including area code)
(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 registrants’ under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 January 28, 2005, pursuant to a stock purchase agreement between TransDigm and Esterline Technologies Corporation dated as of that date, TransDigm acquired all of the shares of Fluid Regulators Corporation for approximately $23.7 million in cash. A copy of the January 31, 2005 press release announcing the transaction is attached to this report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release issued January 31, 2005 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Co-Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TRANSDIGM INC. | ||
| By: | /s/ Gregory Rufus | |
| Gregory Rufus | ||
| Chief Financial Officer | ||
Date: January 31, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934, the Co-Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRANSDIGM HOLDING COMPANY | ||
| By: | /s/ Gregory Rufus | |
| Gregory Rufus | ||
| Chief Financial Officer | ||
Date: January 31, 2005
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release issued January 31, 2005 |