SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>

[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</Table>

TRANSTECHNOLOGY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------

(5) Total fee paid:

------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------

(3) Filing Party:

------------------------------------------------------------------------

(4) Date Filed:

[TRANSTECHNOLOGY LOGO]

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 18, 2002

To the Stockholders of
TransTechnology Corporation:

The Annual Meeting of Stockholders (the "Meeting") of TransTechnology
Corporation (the "Company") will be held at 10:00 a.m., local time, on Thursday,
July 18, 2002 at the Somerset Hills Hotel, 200 Liberty Corner Road, Warren, New
Jersey, to consider and act upon the following matters:

1. To elect seven directors of the Company;

2. To transact such other business as may properly come before the
Meeting.

Only the stockholders of record at the close of business on May 30, 2002 will be
entitled to notice of and to vote at the Meeting or any adjournment or
adjournments thereof. A copy of the Company's Annual Report, including financial
statements for the fiscal year ended March 31, 2002, is enclosed with this
Notice of Annual Meeting.

Whether or not you expect to attend the Meeting, you are urged to sign, date and
return the enclosed proxy in the prepaid envelope provided. All shares
represented by the enclosed proxy, if the proxy is properly executed and
returned, will be voted as you direct. Your proxy will not be used if you attend
the Meeting and vote in person.

By Order of the Board of Directors

/S/ GERALD C. HARVEY
GERALD C. HARVEY
Vice President, Secretary and General
Counsel

Liberty Corner, New Jersey
June 20, 2002

- --------------------------------------------------------------------------------

[TRANSTECHNOLOGY LOGO] 150 Allen Road, Liberty Corner, New Jersey 07938

PROXY STATEMENT

GENERAL INFORMATION

This Proxy Statement (first mailed to shareholders on or about June 20, 2002) is
furnished in connection with the solicitation of proxies by the Board of
Directors (the "Board") of TransTechnology Corporation (the "Company") for use
at the Annual Meeting of Stockholders of the Company (the "Meeting") to be held
on Thursday, July 18, 2002 at 10:00 a.m., local time, at the Somerset Hills
Hotel, 200 Liberty Corner Road, Warren, New Jersey and any adjournment or
adjournments thereof. All proxies which are properly completed, signed and
returned to the Company prior to the Meeting will be voted as provided therein.
Any proxy given by a shareholder may be revoked at any time before it is
exercised by filing an instrument revoking it with the Secretary of the Company,
by submitting to the Company a duly executed proxy bearing a later date, or by
voting in person at the Meeting. The only voting securities of the Company
consist of its common stock, $0.01 par value per share (the "Common Stock"). The
close of business on May 30, 2002 has been fixed as the record date for the
determination of holders of shares of Common Stock entitled to vote at the
Meeting, and any adjournments thereof. As of that date, the Company had
6,193,524 shares of Common Stock outstanding. The holders of shares of Common
Stock on the record date are entitled to vote at the Meeting.

The holders of record of a majority of the outstanding shares of Common Stock
will constitute a quorum for the transaction of business at the Meeting. As to
all matters to be considered at the Meeting and any adjournments thereof, each
stockholder is entitled to one vote for each share of Common Stock he or she
holds. The director nominees who receive the greatest number of votes at the
Meeting will be elected to the Board of Directors of the Company. Votes against
a candidate have no legal effect. Abstentions and broker non-votes are counted
for purposes of determining the presence or absence of a quorum for the
transaction of business. Abstentions are counted in tabulations of the votes
cast on proposals presented to stockholders, whereas broker non-votes are not
counted for purposes of determining whether a proposal has been approved.
Stockholders are not entitled to cumulate votes.

The cost of preparing, assembling, printing and mailing this Proxy Statement and
the accompanying form of proxy, and the cost of soliciting proxies relating to
the Meeting will be paid by the Company. The original solicitation of proxies by
mail may be supplemented by telephone, telegram and personal solicitation. The
Company has engaged D.F. King & Co., Inc. to assist in the solicitation of
proxies. It is expected that such firm will be paid approximately $5,500 for
such services and will be

- --------------------------------------------------------------------------------

indemnified for matters arising out of this engagement including liabilities
arising under securities laws. In addition, the Company may request banks and
brokers to solicit their customers who beneficially own Common Stock listed of
record in names of nominees, and will reimburse such banks and brokers for their
reasonable out-of-pocket expenses of such solicitation.

For purposes of this Proxy Statement, the fiscal year ended March 31, 2002 shall
be referred to as the fiscal year of 2002 or fiscal 2002.

PROPOSAL 1 -- ELECTION OF DIRECTORS

The Board of Directors of the Company is elected annually. The Certificate of
Incorporation and Bylaws of the Company provide that the number of directors of
the Company shall be not less than five nor more than fifteen, with the exact
number to be fixed by the Bylaws. The Bylaws have been amended by the Board of
Directors to provide that, effective on July 18, 2002, the exact number of
directors shall be seven. Three current directors, Walter Belleville, Michel
Glouchevitch and James Lawrence have determined, in conjunction with the
remainder of the Board, that it is in the Company's best interest to reduce the
size of the Board to seven members. Accordingly, they will not be nominated to
stand for election to serve for another term. Unless otherwise instructed, the
proxies received will be voted for the election of the nominees named below.
Although it is not anticipated that any of the nominees will be unable to serve,
in the event any nominee is unable or declines to serve as a director at the
time of the Meeting, the proxy holders will vote for substitute nominees at
their discretion.

No arrangement or understanding exists between any nominee and any other person
or persons pursuant to which any nominee was or is to be selected as a director
or nominee. None of the nominees has any family relationship among themselves or
with any executive officer of the Company.

INFORMATION CONCERNING INCUMBENT DIRECTORS AND NOMINEES TO THE BOARD OF
DIRECTORS

Set out below is information about each nominee for election as a director. The
information was obtained from the Company's records or from information
furnished directly by the individual.

- --------------------------------------------------------------------------------

<Table>
<Caption>
POSITION WITH DIRECTOR
NAME THE COMPANY AGE SINCE

- -----------------------------------------------------------------------------------------------
Daniel H. Abramowitz Director 37 2000
Gideon Argov Director 45 1995
Michael J. Berthelot Chairman of the Board of Directors, President and 52 1991
Chief Executive Officer
Thomas V. Chema Director 55 1992
Jan Naylor Cope Director 46 2001
John H. Dalton Director 60 1999
William J. Recker Director 59 1997
- -----------------------------------------------------------------------------------------------
</Table>

MR. ABRAMOWITZ has been President of Hillson Financial Management Inc., a
private investment management company, since its formation in 1990. He has been
a member of the Board of Directors of DMI Furniture, Inc. since December 2000.

MR. ARGOV has been a Special Limited Partner at Parthenon Capital since 2001. He
was Chairman, President and Chief Executive Officer of Kollmorgen Corporation, a
company which manufactures high performance electronic motion control components
and systems, from 1991 to 2000.

MR. BERTHELOT has been the Company's Chairman of the Board of Directors,
President and Chief Executive Officer since 1998. He served in the same
positions from 1992 to 1995. He served as Chairman and Chief Executive Officer
from 1995 to 1998.

MR. CHEMA has been a partner specializing in energy and telecommunications
consulting, in the Cleveland, Ohio law firm of Arter & Hadden since 1989. From
1990 to 1996, he served as Chairman of the Ohio Building Authority, an
independent state agency that is responsible for financing and operating state
office buildings and other facilities for the State of Ohio. Mr. Chema is
President of Gateway Consultants, Inc., a firm he founded in 1995 to provide
consulting services relative to the financing and development of public assembly
facilities such as ballparks, stadiums, and arenas.

MS. NAYLOR COPE has been the President and founder of the J. Naylor Cope
Company, a nationally recognized executive search firm since 1994. Prior to
founding the J. Naylor Cope Company, Ms. Naylor Cope served as Deputy Director
of Presidential Personnel in the White House under President George H.W. Bush.

MR. DALTON has been the President and a Director of IPG Photonics, a company
that designs, develops and manufactures a range of advanced amplifiers and
lasers for the telecom and industrial markets since 2000. He was appointed
Secretary of the Navy by President Clinton in 1993 and served in that capacity
until 1998. He was Chairman and CEO of EPCAD LLC from 1999 to 2000. He serves on
the Board of Directors of Fresh Del Monte Produce Inc., Cantor Exchange and
eSpeed, Inc.

MR. RECKER has been Chairman of the Board of Gretag Imaging Holding AG since
1998 and was President and CEO of Gretag Imaging

- --------------------------------------------------------------------------------

Group, Inc., a publicly traded Swiss company serving the photofinishing and
imaging industry from 1990 to 1998. He serves on the Board of Amazys Holding AG,
a Swiss public company producing products for color control and confirmation in
the graphic arts, textile and coatings industry.

THE BOARD OF DIRECTORS

MEETINGS AND REMUNERATION

During the fiscal year ended March 31, 2002, the Board of Directors held seven
meetings. Mr. Glouchevitch attended less than 75% of the aggregate of (i) the
total number of meetings held by the Board of Directors during fiscal 2002 (held
during the period for which he has been a director) and (ii) the total number of
meetings held by all committees of the Board of Directors on which he served
during that period.

The Company pays its non-employee directors a $5,000 annual retainer and $2,500
for each Board of Directors meeting attended. Meeting fees are also paid for
attendance via conference telephone if such meetings last longer than thirty
minutes. Directors are paid their $5,000 annual retainer in Company Common Stock
rather than cash. In addition, each non-employee director is granted a Stock
Option to purchase the same number of shares that he or she owned on (a) the
date that is sixty days after his election to the Board if that date occurs
after September 11, 1994, or (b) on September 12, 1994 if the director had
served on the Board prior to that date. In addition, non-employee directors are
entitled to receive a matching option for each share of the Company's Common
Stock that they purchase on the open market, with the strike price of the option
being the purchase price of the share, up to a maximum of 5,000 options in any
twelve month period or 15,000 options over a three year period, pursuant to the
requirements of the Amended and Restated 1998 Non-Employee Directors Stock
Option Plan. In addition, the Company reimburses its directors for expenses
incurred on behalf of the Company. Non-employee directors are also paid a
retainer (in Common Stock) for serving on committees and fees (in cash) for
attending committee meetings. Annual retainers for the Chairmen of the Audit
Committee and of the Incentives and Compensation Committee are $4,200 and $3,000
for other members. Attendance at meetings of these committees is compensated at
$800 per meeting. The Chairman of the Nominating Committee receives a $3,700
annual retainer while the other committee members receive $2,500. Attendance at
Nominating Committee meetings is compensated at $900 per meeting.

COMMITTEES

The Board of Directors has a standing Audit Committee, Nominating Committee, and
Incentives and Compensation Committee.

The Audit Committee reviews with the Company's independent auditing firm the
results of the firm's annual examination, advises the full Board regarding its
findings and provides assistance to the full Board in matters involving
financial statements and financial controls. The Audit Committee is comprised of
Board members who are not officers, employees or affiliates of the Company or
its subsidiaries. The Audit Committee, which consists of Messrs. Argov,
Glouchevitch and Recker, held four meetings during fiscal 2002.

The Nominating Committee establishes the criteria for, and reviews the
qualifications of indi-

- --------------------------------------------------------------------------------

viduals for, nomination to the Board of Directors and to committees of the
Board. In addition, the Nominating Committee presents recommendations for
replacement directors when vacancies occur on the Board or committees thereof.
The Nominating Committee may consider nominees recommended by stockholders in
writing to the Secretary of the Company. This committee, which consists of
Messrs. Berthelot and Belleville and Ms. Cope, held one meeting during fiscal
2002.

The Incentives and Compensation Committee reviews management's proposals and
makes recommendations to the full Board for compensation and incentives for key
employees and officers of the Company. This committee is comprised solely of
directors who are not employees of the Company or its subsidiaries and who are
not eligible to receive cash bonuses or any other type of incentive
compensation. The Incentives and Compensation Committee, which consists of
Messrs. Chema and Dalton and Ms. Cope held two meetings during fiscal 2002.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed and discussed with the Company's management and
the Company's independent auditors the audited financial statements of the
Company contained in the Company's Annual Report to Shareholders for the year
ended March 31, 2002. The Audit Committee has also discussed with Deloitte &
Touche LLP, the matters required to be discussed pursuant to SAS 61
(Codification of Statements on Auditing Standards, Communication with Audit
Committees).

The Audit Committee has received and reviewed the written disclosures and the
letter from the Company's independent auditors required by Independence
Standards Board Standard No. 1 (titled, "Independence Discussions with Audit
Committees"), has discussed with the Company's independent auditors such
independent auditors' independence, and considered the compatibility of
non-audit services with the auditors' independence.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2002, filed with the U.S. Securities and Exchange Commission.

GIDEON ARGOV
MICHEL GLOUCHEVITCH
WILLIAM RECKER

The following fees were billed by Deloitte & Touche LLP for services rendered by
it during fiscal 2002:

Audit Fees: $520,000
Financial Information Systems Design and Implementation: $0
All Other (Non-Audit Fees): $619,000

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, NOMINEES FOR DIRECTOR AND
EXECUTIVE OFFICERS

The following table sets out certain information regarding the beneficial
ownership of the Common Stock as of May 30, 2002 (except as referenced in the
footnotes) by (i) each person who is known by the Company to be the beneficial
owner of 5% or more of the Common Stock, (ii) each director and nominee for
director of the Company, individually, (iii) the Chief Executive Officer of the
Company, (iv) each of the other four most highly compensated execu-
- --------------------------------------------------------------------------------
5

- --------------------------------------------------------------------------------

tive officers of the Company whose compensation exceeded $100,000 in fiscal
2002, and (v) all directors and executive officers as a group:

- --------------------------------------------------------------------------------

<Table>
<Caption>
NUMBER OF
SHARES OF PERCENTAGE OF
NAME COMMON STOCK(1) COMMON STOCK(1)
- ---------------------------------------------------------------------------------------------

DePrince, Race & Zollo, Inc. 1,292,300(2) 20.90
201 S. Orange Avenue, Suite 850
Orlando, Florida 32801
Arch C. Scurlock 615,840(3) 9.9
c/o Research Industries Incorporated
123 North Pitt Street
Alexandria, Virginia 22314
T. Rowe Price Associates, Inc. 564,800(4) 9.1
100 East Pratt Street
Baltimore, Maryland 21202
Dimensional Fund Advisors Inc. 500,515(5) 8.1
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
DIRECTORS AND EXECUTIVE OFFICERS
Daniel H. Abramowitz 94,440(6) 1.5
Gideon Argov 14,660(7) *
Walter Belleville 20,931(8) *
Michael J. Berthelot 308,017(9) 5.0
Thomas V. Chema 6,916(10) *
Jan Naylor Cope 4,752(11)
John H. Dalton 31,664(12) *
Michel Glouchevitch 31,220(13) *
Gerald C. Harvey 32,497(14) *
James A. Lawrence 100,581(15) 1.6
William Recker 27,354(16) *
Joseph F. Spanier 47,534(17) *
Robert L. G. White 68,790(18) *
Directors and executive officers as a group 789,356(19) 12.7
(13 persons)
</Table>

- --------------------------------------------------------------------------------
* Less than 1%.

(1) Except as set out in these footnotes, the persons named in this table have
sole voting power and investment power with respect to all shares of Common
Stock shown as beneficially owned by them, subject to community property
laws where applicable and the information contained in this table and these
notes.

(2) Based on a Schedule 13G filed with the Securities and Exchange Commission
on February 11, 2002.

(3) Based on a Schedule 13D filed with the Securities and Exchange Commission
on May 13, 2002 jointly by Research Industries Incorporated and Dr. Arch C.
Scurlock. Includes 614,800 shares of Common Stock owned by Research
Industries Incorporated, of which Dr. Scurlock owns 94% of the outstanding
shares of stock.

- --------------------------------------------------------------------------------
6

- --------------------------------------------------------------------------------

(4) Based on a Schedule 13G filed with the Securities and Exchange Commission
on February 11, 2001 jointly by T. Rowe Price Associates, Inc. ("Price
Associates") and T. Rowe Price Small-Cap Value Fund, Inc. ("Price
Small-Cap"). These securities are owned by various individual and
institutional investors with respect to which Price Associates or Price
Small-Cap serves as investment advisor. For purposes of the reporting
requirements of the Securities Exchange Act of 1934, Price Associates (and
Price Small-Cap with respect to 425,000 shares of Common Stock) is deemed
to be a beneficial owner of such securities; however, Price Associates
expressly disclaims that it is, in fact, the beneficial owner of such
securities.

(5) Based on a Schedule 13G filed with the Securities and Exchange Commission
on February 12, 2002, Dimensional Fund Advisors Inc. ("Dimensional") is
deemed to have beneficial ownership of these shares, all of which are held
in portfolios of four investment companies registered under the Investment
Company Act of 1940 and certain other co-mingled group trusts and separate
accounts, and for all of which Dimensional serves as investment manager.
Dimensional has informed the Company in writing that it disclaims
beneficial ownership of all such shares.

(6) Based on information provided to the Company by Mr. Abramowitz, 90,200
shares are owned by Hillson Partners Limited Partnership, of which Hillson
Financial Management, Inc. is the general partner. Mr. Abramowitz is the
President and controlling stockholder of Hillson Financial Management, Inc.
Mr. Abramowitz has sole voting power and sole investment power with respect
to the 90,200 shares owned by Hillson Partners Limited Partnership. Mr.
Abramowitz owns 840 shares directly. Includes 3,400 shares issuable with
respect to options exercisable within 60 days of May 31, 2002.

(7) Includes 6,400 shares issuable with respect to options exercisable within
60 days of May 31, 2002.

(8) Includes 11,400 shares issuable with respect to options exercisable within
60 days of May 31, 2002.

(9) Includes 91,933 shares issuable with respect to options exercisable within
60 days of May 31, 2002.

(10) Includes 3,400 shares issuable with respect to options exercisable within
60 days of May 31, 2002.

(11) Includes 2,000 shares issuable with respect to options exercisable within
60 days of May 31, 2002.

(12) Includes 16,450 shares issuable with respect to options exercisable within
60 days of May 31, 2002.

(13) Includes 8,400 shares issuable with respect to options exercisable within
60 days of May 31, 2002.

(14) Includes 28,666 shares issuable with respect to options exercisable within
60 days of May 31, 2002.

(15) Includes 36,650 shares issuable with respect to options exercisable within
60 days of May 31, 2002.

(16) Includes 14,400 shares issuable with respect to options exercisable within
60 days of May 31, 2002.

(17) Includes 29,866 shares issuable with respect to options exercisable within
60 days of May 31, 2002 and 2,000 shares owned by Mr. Spanier's children.

(18) Includes 24,020 shares issuable with respect to options exercisable within
60 days of May 31, 2002.

(19) Includes 276,985 shares issuable with respect to options exercisable within
60 days of May 31, 2002.

- --------------------------------------------------------------------------------
7

- --------------------------------------------------------------------------------

EXECUTIVE OFFICERS, COMPENSATION AND OTHER INFORMATION

EXECUTIVE OFFICERS

Set out in the table below are the names, ages and positions held of all persons
who were executive officers of the Company as of May 30, 2002.

- --------------------------------------------------------------------------------

<Table>
<Caption>
POSITION WITH EXECUTIVE
NAME THE COMPANY AGE OFFICER
- ------------------------------------------------------------------------------------ SINCE

Michael J. Berthelot Chairman of the Board of Directors, President 52 1992
and Chief Executive Officer
Joseph F. Spanier Vice President, Chief Financial Officer and 55 1996
Treasurer
Gerald C. Harvey Vice President, Secretary and General Counsel 52 1996
Robert L. G. White President -- Aerospace Products Group 60 1998
- ------------------------------------------------------------------------------------------------
</Table>

Except for Group Presidents, who are appointed by the Chairman, President and
Chief Executive Officer of the Company, executive officers of the Company are
elected by and serve at the discretion of the Board of Directors. No arrangement
exists between any executive officer and any other person or persons pursuant to
which any executive officer was or is to be selected as an executive officer.
None of the executive officers has any family relationship to any nominee for
director or to any other executive officer of the Company. Set out below is a
brief description of the business experience for the previous five years of
those executive officers who are not also directors. For information concerning
the business experience of Mr. Berthelot, see "Information Concerning Incumbent
Directors and Nominees to the Board of Directors," above.

MR. SPANIER has been Vice President, Chief Financial Officer and Treasurer of
the Company since January 1997. From November 1996 to January 1997 he served as
Vice President of Finance.

MR. HARVEY has been Vice President, Secretary and General Counsel of the Company
since February 1996.

MR. WHITE has been President -- Aerospace Products Group since April 1, 1998. He
has also been the President of the Breeze-Eastern division since April 1994.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the annual and long-term
compensation for services in all capacities to the Company in the fiscal years
ended March 31, 2002, 2001 and 2000, of those persons who were, at March 31,
2002 (i) the Chief Executive Officer and (ii) each of the other executive
officers of the Company whose compensation exceeded $100,000 in fiscal 2002.
During each fiscal year in the three year period ended March 31, 2002, no
executive officer named above received perquisites and other personal

- --------------------------------------------------------------------------------
8

- --------------------------------------------------------------------------------

benefits, securities or property in an aggregate amount in excess of the lesser
of $50,000 or 10% of such executive officer's annual salary and bonus.

SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------

<Table>
<Caption>
LONG TERM
COMPENSATION
----------------------------------
AWARDS
----------
ANNUAL COMPENSATION RESTRICTED SECURITIES PAYOUTS
----------------------------------------- STOCK UNDERLYING -------- ALL OTHER
NAME AND SALARY BONUS OTHER ANNUAL AWARDS OPTIONS LTIP COMPENSATION
PRINCIPAL POSITION YEAR (1) (2) COMPENSATION (3) (#)(4) PAYOUTS (5)

- -------------------------------------------------------------------------------------------------------------------------
Michael J. Berthelot 2002 $431,000 $ 0 $ 0 50,000 $21,591
Chairman, President 2001 431,000 0 0 15,000 20,221
and Chief Executive 2000 379,027 250,364 25,033 60,000 21,256
Officer
Joseph F. Spanier 2002 208,700 0 0 25,000 21,746
Vice President, Chief 2001 208,700 35,000 3,502 7,500 20,064
Financial Officer and 2000 178,596 134,064 13,408 10,000 20,196
Treasurer
Gerald C. Harvey 2002 180,000 0 0 25,000 20,133
Vice President, 2001 177,646 35,000 3,502 7,500 18,751
Secretary and General 2000 144,846 138,343 13,834 10,000 20,149
Counsel
Robert L. G. White 2002 231,845 197,642 19,762 25,000 11,924
President, Aerospace 2001 205,962 126,391 12,638 10,000 12,052
Products Group 2000 179,615 90,869 9,087 6,000 12,381
</Table>

- --------------------------------------------------------------------------------

(1) Amounts shown include compensation earned and received by executive officers
as well as amounts earned but deferred at the election of those officers
under the Company's 401(k) plan.

(2) Represents annual cash bonus payments made to executive officers pursuant to
the Company's Incentive Compensation Plan in effect for the applicable
fiscal year.

(3) Represents the dollar value of awards of restricted stock during each year
indicated calculated by multiplying the fair market value of a share of
Common Stock on the date of grant by the number of shares awarded. During
fiscal year 2002, awards of restricted stock were granted only to Robert
L.G. White on May 7, 2001, at which time the fair market value of a share of
common stock was $6.52. During fiscal year 2001, awards of restricted stock
were granted to each of the named executive officers, with the exception of
Mr. Berthelot, on May 25, 2000, at which time the fair market value of a
share of Common Stock was $8.84. During fiscal year 2000, awards of
restricted stock were granted to each of the named executive officers on May
18, 1999, at which time the fair market value of a share of Common Stock was
$19.38. An aggregate of 5,567 shares of restricted stock were held for the
benefit of the named executive officers at 2002 fiscal year-end. Forfeiture
provisions as to such shares lapse in annual increments of one-third each
year. The executive officers are eligible to receive dividends on issued
shares still subject to forfeiture.

(4) Stock options were granted under the Company's 1992 and 1999 Long-Term
Incentive Plans.

(5) These amounts include the Company's contributions to the Company's
Retirement Savings Plan and insurance premiums paid by the Company under the
Company's group benefits plan.

- --------------------------------------------------------------------------------
9

- --------------------------------------------------------------------------------

Restricted Stock Awards. The following table sets forth information concerning
long-term incentive plan awards in the form of restricted stock awarded during
fiscal 2002 to each of the named executive officers of the Company.

LONG-TERM INCENTIVE PLAN AWARDS IN FISCAL 2002(1)
- --------------------------------------------------------------------------------

<Table>
<Caption>
PERFORMANCE
NUMBER OF OR OTHER
SHARES, UNITS PERIOD UNTIL
OR OTHER MATURATION
NAME RIGHTS (#) OR PAYOUTS

- ---------------------------------------------------------------------------------------------
Michael J. Berthelot 0 --
Joseph F. Spanier 0 --
Gerald C. Harvey 0 --
Robert L. G. White 3,031 3 years
</Table>

- --------------------------------------------------------------------------------

(1) Restricted share awards are calculated based upon a cash bonus pool, which
is itself based upon annual profit. The number of restricted shares awarded
in a given year is equal to the number of shares that could be purchased at
the closing price of the Common Stock on the date of the award (which price
was $6.52 on the date of the awards in fiscal 2002) with 10% of the cash
bonus pool. The cash bonus is described under the heading "Incentive
Compensation Plans," below.

Incentive Compensation Plans. The fiscal years 2000-2002 Annual Cash Bonus and
Incentive Compensation Plans (the "'00-'02 Plans") provided for the award of
cash bonuses and stock options based upon operating results. Results were
measured by a wide range of goals which must be met, including goals for
operating income, return on investment, individual strategic and/or operational
issues, profitability, achievement of plan and annual income growth. The stock
feature of the '00-'02 Plans provided for the award of restricted stock and
stock options to executive officers, division presidents and other key
personnel. The number of restricted shares awarded was equal to the number of
shares that could be purchased at the closing price of the Common Stock on the
date immediately preceding the date the Incentives and Compensation Committee of
the Board of Directors approved the bonus pool for the fiscal year just ended
with 10% of the cash bonus pool. Voting and dividend rights vested immediately.
Restrictions on sale lapse over three years in annual one-third increments.
Shares for which restrictions have not yet expired are forfeited upon
termination of employment. Stock options were awarded at an exercise price equal
to the fair market value of the shares of Common Stock determinable on the date
of grant. Options awarded become exercisable in annual equal installments over
three years and expire ten years after grant date. Options awarded as part of
the long term feature of the Incentive Compensation Plan for fiscal years
1999 -- 2001 described in the report of the Incentives and Compensation
Committee set out below vested at the end of the three-year plan period in
fiscal 2001 and expire five years after grant date. Both restricted stock and
stock options were awarded pursuant to the Amended and Restated 1992 Long Term
Incentive Plan, and the 1999 Long Term Incentive Plan, which plans provided
mechanisms for awarding various kinds of stock based awards.

Retirement Plans. The executive officers are participants in the
TransTechnology Corporation Retirement Savings Plan (the "Retirement
- --------------------------------------------------------------------------------
10

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Savings Plan"), a defined contribution plan under Section 401(k) of the Internal
Revenue Code which covers non-union employees who have been employed by the
Company for more than one year. Approximately 503 employees participated in the
Retirement Savings Plan at March 31, 2002. Benefits are payable on retirement,
disability, death, or other separation from service. Participants in the
Retirement Savings Plan may defer receipt and taxation of up to 15% of their
compensation by contributing such compensation to the Plan. The Company
contributes a minimum of 3% and a maximum of 6% of employees' compensation to
the Retirement Savings Plan, depending on the level of contribution by each
employee.

Change in Control Agreements. The Company has entered into severance agreements
with each of Messrs. Berthelot, Spanier, Harvey and White (the "Severance
Agreements") which provide for payments only in the event of termination of
employment within 24 months after a change in control of the Company during the
term of the Severance Agreements where such termination is other than for cause
or the executive resigns for good reason which includes reduction in
compensation, benefits or responsibilities, relocation by more than 50 miles of
the executive's primary worksite, adverse alteration of the executive's office
space and administrative support, or failure by the Company to obtain an
agreement from any successor or assignee corporation to assume and perform the
Severance Agreements. Benefits under the Severance Agreements are equal to 200%
of the executive's annual salary, the executive's average bonuses during the two
years preceding the change of control, earned but unused vacation and sick time,
the fair market value of accrued but unvested restricted stock and stock options
outstanding, and all accrued but unpaid salary. The benefits due under the
Severance Agreements are in addition to all amounts payable to each of the
executives pursuant to the Company's other agreements and benefit plans then in
effect, except that any amount paid to any of the executives pursuant to the
Corporate Severance Pay Plan shall be credited against amounts due under the
Severance Agreements. The Severance Agreements provide for no benefits in the
event the executive is terminated for cause and (except in the event that the
executive is convicted of a felony, a crime involving moral turpitude or a crime
adverse to the Company's welfare) fails to cure the alleged breach within 30
days after the executive has been notified by the Company's Board of Directors.
The initial term of each of the Severance Agreements is for two years and each
of the Severance Agreements with Messrs. Harvey, Spanier and White has been
extended in writing by the parties for an additional term expiring January 31,
2003.

Executive Life Insurance Plan. The Company maintains life insurance policies
for its executive officers which supplement the group life policies available to
all salaried employees.

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11

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STOCK OPTIONS

The following table sets forth information concerning options granted during
fiscal 2002 to each of the named executive officers of the Company identified in
the Summary Compensation Table.

OPTION/SAR GRANTS IN FISCAL 2002
- --------------------------------------------------------------------------------

<Table>
<Caption>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
----------------------------------------------- -----------------------
% OF
NUMBER OF TOTAL
SECURITIES OPTIONS/
UNDERLYING SARS EXERCISE
OPTIONS/ GRANTED TO OR BASE
SARS EMPLOYEES PRICE
GRANTED IN FISCAL $ PER EXPIRATION
NAME (#)(1) YEAR SHARE DATE 5% ($) 10% ($)
- ------------------------------------------------------------------------------------------------------

Michael J. Berthelot 25,000 16.2 6.55 5/7/11 $102,981 $260,975
25,000 16.2 8.98 3/25/12 141,593 358,443
------- ---- ------ ------- -------- --------
50,000 32.5 244,575 619,418
Joseph F. Spanier 12,500 8.1 6.55 5/7/11 51,490 130,487
12,500 8.1 8.98 3/25/12 70,797 179,221
------- ---- ------ ------- -------- --------
25,000 16.2 122,287 309,709
Gerald C. Harvey 12,500 8.1 6.55 5/7/11 51,490 130,487
12,500 8.1 8.98 3/25/12 70,797 179,221
------- ---- ------ ------- -------- --------
25,000 16.2 122,287 309,709
Robert L.G. White 12,500 8.1 6.55 5/7/11 51,490 130,487
12,500 8.1 8.98 3/25/12 70,796 179,220
------- ---- ------ ------- -------- --------
25,000 16.2 122,287 309,809
Total 125,000 81.2
</Table>

- --------------------------------------------------------------------------------

(1) Amounts shown represent stock options only. No stock appreciation rights
(SARs) were awarded.

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12

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The following table summarizes option exercises during fiscal 2002 and the total
number and value of exercisable and unexercisable stock options held by each of
the named executive officers on March 31, 2002, the last day of fiscal 2002.

AGGREGATED OPTION/SAR EXERCISES IN FISCAL 2002
FISCAL YEAR-END OPTION VALUES

<Table>
<Caption>
NUMBER VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FY-END (#) AT FY-END ($)
------------- --------------------
SHARES ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------

Michael J. Berthelot 0 0 67,600/80,000 300/58,750
Joseph F. Spanier 0 0 25,866/33,334 150/29,375
Gerald C. Harvey 0 0 24,666/33,334 150/29,375
Robert L.G. White 0 0 20,521/33,667 200/29,375
- -----------------------------------------------------------------------------------------------------
</Table>

REPORT OF THE INCENTIVES AND
COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS

The Incentives and Compensation Committee of the Board of Directors (the
"Committee") is composed entirely of independent outside directors. The
Committee is responsible for establishing policies and implementing programs
relating to executive compensation. The entire Board of Directors reviews all
decisions of the Committee relating to compensation of the Company's executive
officers, except for decisions relating to stock based awards, which under the
Amended and Restated 1992 Long Term Incentive Plan, and the 1999 Long Term
Incentive Plan, may be made by the Committee.

The Committee's philosophy regarding executive compensation is that a
compensation program should (i) support the achievement of desired Company
performance; (ii) provide compensation that will attract and retain qualified
executives and reward performance; (iii) align the executive officers' interests
with shareholders' interests as well as the overall success of the Company by
placing a portion of pay at risk; and (iv) encourage management's stake in the
long-term performance and success of the Company.

The methodology for setting base salary of the executive officers consists of
(i) determining marketplace compensation by comparing the Company to groups of
other corporations with similar characteristics and (ii) evaluating each
executive's performance as well as the performance of the Company as a whole.
Each year the performance of executive officers and division presidents is
evaluated by the Chief Executive Officer and in turn the Chief Executive Officer
is evaluated by the outside members of the Board of Directors. The evaluation is
based upon individualized performance objectives designated at the beginning of
the fiscal year and at the time of the last performance evaluation.

- --------------------------------------------------------------------------------
13

- --------------------------------------------------------------------------------

The methodology for determining bonuses for Fiscal Years 2000-2002 has been set
out in Incentive Compensation Plans which are consistent with the Committee's
philosophy regarding executive compensation. The compensation reflected in this
proxy statement includes the results of the Incentive Compensation Plans which
are briefly described here.

The Incentive Compensation Plans include an annual bonus feature which is an
important tool in providing incentive both for short-term and long-term
performance. Cash and restricted stock awards are paid upon achieving or
exceeding target levels of quantitative performance measures. Such performance
measures are tied directly to the Company's annual business plan. Executive
officers, including Mr. Berthelot, earn no bonus unless 80% of the business
plan's profit goals are met. The business plan is prepared and approved prior to
the start of the fiscal year. The Incentive Compensation Plans measure
performance factors against targets for income before taxes, profit growth,
productivity growth, return on investment, cash flow, meeting budgets and
achievement of individual performance objectives.

In addition to the restricted stock awards described above, executive officers
and division presidents receive incentive stock options. Stock options are based
upon marketplace compensation studies and are awarded individually each year at
an exercise price equal to the Common Stock's fair market value determinable on
the date of grant. Stock options vest over a three-year period and cannot be
repriced.

The Incentive Compensation Plan for fiscal years 1999-2001 included a long term
portion structured to reward the achievement of increased value of the entity
over the long term. This latter portion of the bonus was only earned and awarded
at the end of a three-year period based upon the increase in the enterprise
value of the Company, or a division of the Company, as the case may be, which
exceeds a compounded rate of 15% per annum under the '99-'01 Plan, and other
goals established from time to time by the Committee. (The 15% per annum hurdle
rate was established to represent the overall return an investor would seek at
the beginning of the three-year measuring period). The '99-'01 Plan provided
that a portion of the bonus, equal to 45% at target enterprise value, was paid
in market priced stock options which vested at the end of the three-year plan
period. It was the purpose of the Committee and the Board in implementing this
feature of the senior managers' incentive compensation program to encourage and
reward long term growth in the value of the Company.

Mr. Berthelot's compensation, including base compensation, cash bonus and stock
awards is determined by the same methodology as described above for all
executive officers.

THOMAS CHEMA
JAN NAYLOR COPE
JOHN DALTON

COMPANY PERFORMANCE

The following graph shows a comparison of cumulative total returns for the
Company, Standard & Poor's 500 Index and a Company-constructed Peer Group Index
(consisting of public companies which manufacture products that are similar to
the Company's products) for the last five fiscal years. Total returns are based
on market capitalization. Peer group indices use beginning of period market
capitalization weighting. Total return assumes reinvestment of dividends.
- --------------------------------------------------------------------------------
14

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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
ASSUMES INITIAL INVESTMENT OF $100
MARCH 2002
[5 YEAR CUMULATIVE TOTAL RETURN SUMMARY]

<Table>
<Caption>
TRANSTECHNOLOGY S & P 500 PEER GROUP ONLY
--------------- --------- ---------------

1997 100.00 100.00 100.00
1998 142.42 148.00 158.84
1999 78.93 175.32 148.87
2000 59.89 206.78 133.42
2001 26.37 161.95 140.42
2002 45.14 162.35 178.21
</Table>

* ASSUMES INITIAL INVESTMENT OF $100.

Peer Group includes: Chicago Rivet & Machine, Fairchild Industries, Federal
Screw, Park-Ohio Industries, Penn Engineering & Manufacturing and SPS
Technologies.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and certain of its officers, and persons who own more than 10 percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater than 10 percent stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.

Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that a Form 5 was not
required to be filed for those persons, the Company believes that from April 1,
2001 to March 31, 2002, all persons subject to the reporting requirements of
Section 16(a) filed the reports on a timely basis.

- --------------------------------------------------------------------------------
15

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RELATIONSHIP WITH THE COMPANY'S PRINCIPAL ACCOUNTANTS

The Company is not selecting or recommending a principal accountant to
stockholders for election, approval or ratification for the current year. The
Company is not required to obtain shareholder approval or ratification of its
selection of its auditors under Delaware law, and the Audit Committee and the
Board of Directors reserve the right to make any change in auditors at any time,
and without shareholder approval, which they deem advisable or necessary.
Representatives of Deloitte & Touche LLP, the Company's auditor for the current
year, are expected to be present at the Annual Meeting and will have the
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions.

CERTAIN TRANSACTIONS

In May 2000, in order to enable executives to fund the exercise of stock options
granted to them by the Company which were then expiring, the Company made
available a loan to Michael J. Berthelot in the amount of $102,375. The loan
initially bore a maturity date of May 30, 2002, which has been extended to May
30, 2003, and an interest rate of 5% per annum, which has been increased to a
rate equal to the rate paid by the Company on its senior debt, and is secured by
the shares of Company stock acquired by exercise of the options. In addition,
Mr. Berthelot was granted a loan in the amount of $20,000 in May 2000, which is
due on the earlier of the Company's demand or May 22, 2002, which has been
extended to May 22, 2003. This loan had an initial interest rate of 5% per
annum, which has been increased to a rate equal to the rate paid by the Company
on its senior debt. As of May 31, 2002, the full principal amounts of each of
the foregoing loans, plus accrued interest, remained outstanding.

PROPOSALS FOR SUBMISSION AT NEXT ANNUAL MEETING

If a stockholder desires to submit a proposal to fellow stockholders at the
Company's annual meeting next year and wishes to have it set forth in the
corresponding proxy statement and identified in the corresponding form of proxy
prepared by management, such stockholder must notify the Company at its
executive offices no later than February 12, 2003.

ANNUAL REPORTS

A copy of the Company's Annual Report for the fiscal year ended March 31, 2002
is being mailed to each stockholder of record together with this Proxy
statement. The Company has filed with the SEC its Annual Report on Form 10-K for
the fiscal year ended March 31, 2002. This report contains detailed information
concerning the Company and its operations, supplementary financial information
and certain schedules which are not included in the Annual Report to
stockholders. A COPY OF THIS REPORT, WITHOUT EXHIBITS, WILL BE FURNISHED TO
STOCKHOLDERS WITHOUT CHARGE UPON REQUEST IN WRITING TO GERALD C. HARVEY, VICE
PRESIDENT, SECRETARY & GENERAL COUNSEL OF THE COMPANY, AT TRANSTECHNOLOGY
CORPORATION, 150 ALLEN ROAD, LIBERTY CORNER, NEW JERSEY 07938.

If requested, the Company will also provide such persons with copies of any
exhibit to the Annual Report on Form 10-K upon the payment of a fee limited to
the Company's reasonable expenses in furnishing such exhibits. Such Report is
not a part of the Company's soliciting material.

- --------------------------------------------------------------------------------
16

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OTHER MATTERS

The Board of Directors does not know of any matter to be acted upon at the
Meeting other than the matters described herein. If any other matter properly
comes before the Meeting, the holders of the proxies will vote thereon in
accordance with their best judgment.

By Order of the Board of Directors

/s/ GERALD C. HARVEY
GERALD C. HARVEY
Vice President, Secretary and
General Counsel

Liberty Corner, New Jersey
June 20, 2002

- --------------------------------------------------------------------------------
17

DETACH HERE

TRANSTECHNOLOGY CORPORATION
150 ALLEN ROAD
LIBERTY CORNER, NJ 07938

REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Michael J. Berthelot, Joseph F. Spanier and
Monica Aguirre, or any two of them, as Proxy, each with the power to appoint
his/her substitute, and hereby authorizes them to represent and to vote as
designated on the reverse side, all the shares of Common Stock, Par Value
$0.01 per Share, of TransTechnology Corporation held of record by the
undersigned on May 30, 2002 at the annual meeting of shareholders to be held
on July 18, 2002, or any adjournment thereof (the "Meeting"). This proxy when
properly executed will be voted in the manner directed herein by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR
the election of all of the nominees. This proxy, when properly executed, will
be voted in the discretion of the Proxy upon such other business as may
properly come before the Meeting.

- -------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in the full corporate name by the President or other
authorized officer. If a partnership, please sign in partnership name by an
authorized person.
- -------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED?

- -------------------------------------------------------------------------------

TRANSTECHNOLOGY CORPORATION
C/O EQUISERVE
P.O. BOX 43068
PROVIDENCE, RI 02940

DETACH HERE

[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

TRANSTECHNOLOGY CORPORATION

1. Election of Directors 2. In their discretion, the Proxy is
authorized to vote upon such other business
NOMINEES: (01) Daniel H. Abramowitz, (02) Gideon Argov, as may properly come before the Meeting.
(03) Michael J. Berthelot, (04) Thomas V. Chema,
(05) Jan Naylor Cope, (06) John H. Dalton and (07) William J. Recker

FOR WITHHELD
ALL FROM ALL
NOMINEES [ ] [ ] NOMINEES

[ ] --------------------------------------
For all nominees except as noted above

The undersigned hereby confer(s) upon the
Proxy discretionary authority with respect
to the election of Directors in the event
that any of the above nominees is unable
or unwilling to serve at the Meeting.

Mark box at right if an address change or
comment has been noted on the reverse side
of this card. [ ]

Please be sure to sign and date this
Proxy.

Signature: Date: Signature: Date:
------------------- -------------------- ------------------- --------------------