SPS TECHNOLOGIES INC
8-K, 1997-10-20
BOLTS, NUTS, SCREWS, RIVETS & WASHERS
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                       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): OCTOBER 14, 1997
                                                         ----------------


                             SPS TECHNOLOGIES, INC.
               (Exact name of Registrant as specified in charter)



          PENNSYLVANIA                  1-4416                   23-1116110
 ---------------------------     ----------------------      ------------------
(State or other jurisdiction    (Commission file number)       (IRS employer
        of incorporation)                                    identification no.)


         101 GREENWOOD AVENUE, SUITE 470, JENKINTOWN, PENNSYLVANIA 19046
         ---------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (215) 517-2000
               --------------------------------------------------
              (Registrant's telephone number, including area code)


                        There are 3 pages in this Report.



                                   Page 1 of 3







ITEM 9.  RECENT SALES OF UNREGISTERED SECURITIES

     On October 14, 1997, SPS  Technologies,  Inc. (the "Company")  issued 2,890
shares of its common  stock,  par value $.50 per share  (the "SPS  Shares"),  to
certain employees of Mohawk Europa Limited, an Irish corporation  ("Mohawk") who
are participants in Mohawk's Employee Participation Scheme (the "Scheme") and to
the  Trustee  of the  Scheme.  The SPS Shares  were  issued in  exchange  for an
aggregate  of 87,404  shares of the  common  stock of Mohawk at a  valuation  of
$44.61  per  SPS  Share.  The  transaction  was  exempt  from  the  registration
requirements  of the  Securities  Act of 1933,  as  amended,  by  virtue of Rule
903(c)(2)  promulgated  thereunder,  as a sale made in an  offshore  transaction
satisfying  the  requirements  of said Rule.  The issuance of the SPS Shares was
made in connection  with the  acquisition  by the Company of the common stock of
Mohawk on September 23, 1997.


                                   Page 2 of 3






                                   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.

                                             SPS TECHNOLOGIES, INC.

                                             By: /s/ William M. Shockley
                                                 ---------------------------
                                                 Name:   William M. Shockley
                                                 Title:  Vice President,
                                                         Chief Financial Officer
                                                         and Controller

DATE:  October 17, 1997

                                   Page 3 of 3



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