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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A-1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
JUNE 29, 1998
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TRANSTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-7872 95-4062211
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
150 ALLEN ROAD 07938
LIBERTY CORNER, (Zip Code)
N.J.
(Address of
principal executive
offices)
Registrant's telephone number, including area code:
(908) 903-1600
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On June 29, 1998, the Registrant acquired all of the outstanding
stock of Aerospace Rivet Manufacturers Corporation, a California corporation
("ARM"). The Registrant acquired such stock directly from the former
shareholders of ARM pursuant to a Stock Purchase Agreement dated as of June 19,
1998 (the "Stock Purchase Agreement") by and among the Registrant, Randy Snyder
and Susan Snyder as Trustees of The Snyder Family Living Trust, Tommy M. Lee,
Hal R. Weinstein, Robin J. Glassman and George P. Hess (the "Sellers") and ARM.
The purchase price for the stock was $27,000,000 (subject to
certain adjustments as set forth in the Stock Purchase Agreement), with the
possibility of performance payments aggregating up to an additional $5,000,000
during calendar years 1999, 2000 and 2001. The Registrant has agreed to pay 25%
of any such performance payments (up to $1,250,000) to key employees of ARM
under a performance payment bonus plan, and any performance payments payable to
the Sellers will be reduced by amounts paid under such plan. The purchase price
was determined by representatives of the Registrant and the Sellers through
arms-length bargaining between such parties. Prior to the acquisition of the
outstanding shares of ARM, there was no material relationship between the
Registrant or any of its affiliates, directors or officers (or any associates of
any such directors or officers), on the one hand, and the Sellers, on the other
hand.
The acquisition was financed by a $27,000,000 loan under the
Registrant's Revolving Credit and Term Loan Agreement dated as of June 30, 1995,
as amended, with BankBoston, N.A., as lender and agent, and the other lending
institutions parties thereto.
(b) ARM is a manufacturer of aircraft (including aerospace) rivets and
other fasteners and is headquartered near Los Angeles, California. The
Registrant will continue to use the assets of ARM to operate such business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired:
None.
(b) Pro Forma Financial Information
None
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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.
Date: August 25, 1998
TRANSTECHNOLOGY CORPORATION
/S/ Gerald C. Harvey
Gerald C. Harvey
Vice President, Secretary and
General Counsel
