<PAGE> 1
As filed with the Securities and Exchange Commission on ________________, 1999
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
TRANSTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-4062211
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 Allen Road
Liberty Corner, New Jersey 07938
(908) 903-1600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------------
300,000 SHARES OF COMMON STOCK
TO BE ISSUED UNDER THE
TRANSTECHNOLOGY CORPORATION
1999 LONG TERM INCENTIVE PLAN
(Full title of the plan)
GERALD C. HARVEY, ESQ.
Vice President, Secretary and General Counsel
TransTechnology Corporation
150 Allen Road
Liberty Corner, New Jersey 07938
(908) 903-1600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------
Copies to:
F. RONALD O'KEEFE, ESQ.
Hahn Loeser & Parks LLP
3300 BP Tower, 200 Public Square
Cleveland, Ohio 44114-2301
(215) 621-0150
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed Proposed
Title of each class of Amount Maximum Maximum Amount of
securities to be to be Offering Price Aggregate Registration
registered Registered Per Share(1) Offering Price(1) Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 300,000 Shares $11.375 $3,412,500 $900.90
=========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low sales prices of
TransTechnology Corporation's (the "Company's") Common Stock as reported on the
New York Stock Exchange for December 13, 1999.
Page 1 of 14 pages
Exhibit Index Appears on Page II-8
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Company with the
Commission, as noted below, are incorporated by reference into this Registration
Statement:
(1) The Annual Report of the Company on Form 10-K for the fiscal
year ended March 31, 1999;
(2) All other reports filed by the Company pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), since March 31, 1999, the end
of the Company's most recently completed fiscal year for which
an Annual Report on Form 10-K was filed; and
(3) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed on December 22, 1987
(File No. 1-7872).
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement that indicates that all securities offered hereby have been sold or
that deregisters all such securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
such documents. Any statement contained herein or in any document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
TransTechnology Corporation (the "Company") is a Delaware corporation.
The Company's Certificate of Incorporation provides that the Company may
indemnify its officers and directors to the full extent permitted by law.
Section 145 of the General Corporation Law of the State of Delaware ("GCL")
provides that a Delaware corporation has the power to indemnify its officers and
directors in certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith in
a manner reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding,
provided that such director or officer had no reasonable cause to believe his
conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such director or officer is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation shall have the power to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have the
power to indemnify him
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<PAGE> 4
against such liabilities under Section 145. Any indemnification under
subsections (a) and (b) (unless ordered by a court) shall be made only as
authorized in the specific case upon a determination by a majority vote of the
directors who are not parties to such action, suit or proceeding (or, if there
are no such directors, by an independent counsel or by the stockholders) that
indemnification is proper in the circumstances because he has met the standard
of conduct set forth in subsections (a) and (b).
The Company's Certificate of Incorporation also provides that, to the
fullest extent permitted by the GCL, a director shall not be liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director. Section 102 of the GCL authorizes such a provision, and states that
such a provision shall not eliminate or limit the liability of a director (a)
for any breach of the director's duty of loyalty to the corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) for unlawful payments
of dividends or unlawful stock purchases or redemptions by the corporation, or
(d) for any transaction from which the director derived an improper benefit.
The Company's Bylaws provide that the Company shall indemnify, to the
fullest extent permitted by law, any person who was or is made or is threatened
to be made a party to (or is otherwise involved in) any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer of the Company or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture or other business or
nonprofit entity. The Bylaws provide that the Company shall be required to
indemnify a person in connection with a proceeding initiated by such person only
if the proceeding was authorized by the Board of Directors of the Company. The
Bylaws provide that the Company shall pay the expenses (including attorneys'
fees) incurred in defending any proceeding in advance of its final disposition,
provided that any such advance payments shall be made only upon receipt of an
undertaking by the director or officer to repay all amounts advanced if it
should ultimately be determined that the director or officer is not entitled to
be indemnified under the Bylaws or otherwise.
The Company has entered into indemnity agreements with each of its
directors and executive officers, whereby the Company agrees to indemnify such
persons against liability to the extent permitted by law. The Company may from
time to time enter into indemnity agreements with additional individuals who
become officers and/or directors of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-3
<PAGE> 5
ITEM 8. EXHIBITS.
4.1 1999 Long Term Incentive Plan - incorporated by reference from the
Annual Report of the Company on Form 10-K for the fiscal year ended
March 31, 1999.
4.2 Form of Stock Option Agreement for use under the Company's 1999 Long
Term Incentive Plan.
5.1 Opinion of Hahn Loeser & Parks LLP as to the legality of the Common
Stock registered hereby.
23.1 Consent of Hahn Loeser & Parks LLP - contained in the opinion filed as
Exhibit 5.1.
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included in Page II-6 hereto).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
Provided however, that paragraphs (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-4
<PAGE> 6
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in City of Liberty Corner, State of New Jersey, on this 10th day of
December, 1999.
TransTechnology Corporation
By: /s/ Gerald C. Harvey
--------------------------------------
Gerald C. Harvey, Vice President,
Secretary and General Counsel
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gerald C. Harvey and Joseph F. Spanier,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
II-6
<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Michael J. Berthelot Chairman, President and December 10, 1999
- --------------------------------- Chief Executive Officer
Michael J. Berthelot (Principal Executive Officer)
/s/ Joseph F. Spanier Vice President, Treasurer & Chief December 10, 1999
- --------------------------------- Financial Officer (Principal Financial &
Joseph F. Spanier Accounting Officer)
/s/ Gideon Argov Director December 10, 1999
- ---------------------------------
Gideon Argov
/s/ Walter Belleville Director December 10, 1999
- ---------------------------------
Walter Belleville
/s/ Thomas V. Chema Director December 10, 1999
- ---------------------------------
Thomas V. Chema
/s/ John H. Dalton Director December 10, 1999
- ---------------------------------
John H. Dalton
/s/ Michel Glouchevitz Director December 7, 1999
- ---------------------------------
Michel Glouchevitz
/s/ James A. Lawrence Director December 10, 1999
- ---------------------------------
James A. Lawrence
/s/ William J. Recker Director December 10, 1999
- ---------------------------------
William J. Recker
</TABLE>
================================================================================
II-7
<PAGE> 9
EXHIBIT INDEX
-------------
Exhibit Page
Number Description Number
------- ----------- ------
4.1 1999 Long Term Incentive Plan - incorporated by reference
from the Annual Report of the Company on Form 10-K for the
fiscal year ended March 31, 1999 ...........................
4.2 Form of Stock Option Agreement for use under the Company's
1999 Long Term Incentive Plan ..............................II-9
5.1 Opinion of Hahn Loeser & Parks LLP as to the legality of the
Common Stock registered hereby .............................II-13
23.1 Consent of Hahn Loeser & Parks LLP (contained in the opinion
filed as Exhibit 5.1) ......................................II-13
23.2 Consent of Deloitte & Touche LLP ...........................II-14
24.1 Power of Attorney (included in Page II-6 hereto) ...........II-6
================================================================================
II-8
<PAGE> 1
EXHIBIT 4.2
TRANSTECHNOLOGY CORPORATION
STOCK OPTION AGREEMENT -- 1999 PLAN
This Agreement dated as of _________________ (the "Agreement")
between TransTechnology Corporation, a Delaware corporation (the
"Company"), and________________________________________________________
___________("Optionee").
WHEREAS, pursuant to the TransTechnology Corporation 1999 Long
Term Incentive Plan (the "Plan"), the Board of Directors and
shareholders have authorized the granting to Optionee of options to
purchase shares of common stock ($0.01 par value, per share) of the
Company (the "Shares") upon the terms and conditions hereinafter
stated.
NOW, THEREFORE, in consideration of the covenants herein set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. SHARES AND PRICE. The Company grants to Optionee the right to
purchase, upon and subject to the terms and conditions herein
stated and the terms and conditions of the Plan,
__________________ Shares, at the purchase price of $______
per share (the "Options"). The purchase price is payable in
accordance with Paragraph 4 hereof.
2. TERM OF OPTION. The Options shall expire five (5) years from
the date hereof.
3. EXERCISABILITY. Subject to the provisions hereof, the Options
shall become exercisable in one or more installments set forth
below. Each installment shall be for the numbers of Shares and
exercisable (in whole or in part) upon and after the dates set
forth below.
Date Number of Shares
---- ----------------
__________________ ________ Shares
__________________ ________ Shares
__________________ ________ Shares
II-9
<PAGE> 2
The installments shall be cumulative, i.e., the Options may be
exercised, as to any or all shares covered by an installment, at any
time after an installment becomes exercisable and until expiration or
termination of the Options granted hereunder.
4. EXERCISE AND PAYMENT OF PURCHASE PRICE. The Options may only be
exercised by delivery to the Company of a written notice of exercise,
in form acceptable to the Company, stating the number of Shares then
being purchased hereunder and a check made payable to the Company, or
cash, in the amount of the purchase price of such Shares. Optionee may
exercise Options only with respect to whole numbers of shares. No
Shares shall be issued until full payment therefor has been made. At
the discretion of the Board of Directors, the Options may be exercised
with Shares of the Company owned by the Optionee at the time of
exercise or issuable to the Optionee upon exercise of the Options, in
either case with such Shares having a market value equal to the product
of the purchase price at the date of exercise and the number of Shares
with respect to which such Options are thereby exercised.
5. TERMINATION OF EMPLOYMENT. If Optionee ceases to be employed by the
Company or a subsidiary thereof for any reason other than his death or
disability, either Optionee or the person entitled to succeed to his
rights hereunder shall have the right, at any time within three months
after such termination of employment and prior to the expiration of
this option pursuant to Paragraph 2 hereof, to exercise this option to
the extent, but only to the extent, that this option was exercisable at
the date of such termination of employment; provided, however, that all
rights under this option shall expire in any event on the day specified
in Paragraph 2 hereof or three months after Optionee terminates
employment, whichever first occurs.
6. DEATH OF OPTIONEE AND NO ASSIGNMENT. The Options shall not be
assignable or transferable except by will or by the laws of descent and
distribution and shall be exercisable during the Optionee's lifetime
only by the Optionee. In the event of the Optionee's death, the Options
held by such Optionee may thereafter be exercised, to the extent such
Options were exercisable at the time of death or on such accelerated
basis as the Board of Directors' Committee (the "Committee") may
determine at or after grant (or as may be determined in accordance with
procedures established by the Committee), by the legal representative
of the estate or by the legatee of the Optionee under the will of the
Optionee, until the first to occur of (i) the date that is one year
from the date of the Optionee's death, or (ii) the date such Options
expire pursuant to Paragraph 2 hereof.
7. TERMINATION BY REASON OF DISABILITY. If the Optionee's employment by
the Company and any subsidiary terminates by reason of disability, any
Option held by such Optionee may thereafter be exercised by the
Optionee, to the extent it was exercisable at the time of termination
or on such accelerated basis as the Committee may determine at or after
grant (or as may be determined in accordance with procedures
established by the Committee), until the first to occur of (i) the date
that is one year (or such other period as the Committee may
II-10
<PAGE> 3
specify at grant) from the date of such termination, or (ii) the date
such Options expire pursuant to Paragraph 2 hereof.
8. EMPLOYMENT OF OPTIONEE. In consideration of the granting of this option
by the Company, the Optionee agrees to render faithful and efficient
services to the Company or a subsidiary thereof, with such duties and
responsibilities as the Company or such subsidiary shall from time to
time prescribe, for a period of at least one year from the date this
option is granted. Nothing in this Agreement or in the Plan shall
confer upon the Optionee any right to continue in the employ of the
Company or any subsidiary thereof or shall interfere with or restrict
in any way the rights of the Company and its subsidiaries, which are
hereby expressly reserved, to discharge the Optionee at any time for
any reason whatsoever, with or without good cause.
9. CHANGE OF CONTROL. In the event of a Change of Control, as defined in
the Plan, (except if the Board of Directors of the Company provides
otherwise prior to the Change of Control as permitted under the Plan),
the Options shall become immediately exercisable; provided, however,
that any Option which has been outstanding for less than six months on
the date of such Change of Control shall be exercisable immediately if
the grant of such Option was approved by the Board of Directors or the
Committee as provided for in Section 2 of the Plan.
10. NO RIGHTS AS STOCKHOLDERS. Optionee shall have no rights as a
stockholder with respect to the Shares covered by the Options until the
date of the issuance of stock certificates representing the Shares
acquired pursuant to the exercise of the Options. No adjustment will be
made for dividends or other rights for which the record date is prior
to the date such stock certificates are issued pursuant to the exercise
of the Options.
11. MODIFICATION AND TERMINATION. The rights of Optionee are subject to
modification and termination in certain events as provided in the Plan.
12. SHARES PURCHASED FOR INVESTMENT. Optionee represents and agrees that if
Optionee exercises the Options in whole or in part, Optionee shall
acquire the Shares upon such exercise for the purpose of investment and
not with a view to their resale or distribution. The Company reserves
the right to include a legend on each certificate representing Shares
subject to the Options, stating in effect that such Shares have not
been registered under the Securities Act of 1933, as amended (the
"Act"), and may not be transferred without registration under the Act
or an exemption therefrom.
13. THIS AGREEMENT SUBJECT TO PLAN. Optionee acknowledges that Optionee has
read and understands the Plan. This Agreement is made pursuant to the
provisions of the Plan, and is intended, and shall be interpreted in a
manner, to comply therewith. Any provision hereof inconsistent with the
Plan shall be superseded and governed by the Plan. The provisions of
the Plan are incorporated herein by this reference.
II-11
<PAGE> 4
14. GOVERNING LAW. To the extent not preempted by Federal law, this
Agreement shall be construed in accordance with and shall be governed
by the laws of the State of Delaware.
15. NOTICES. Any notices or other communication required or permitted
hereunder shall be sufficiently given if delivered personally or sent
by registered or certified mail, postage prepaid, to the Company at its
corporate headquarters, and to the Optionee at the last address
maintained for such person in the records of the Company, or to such
other address as shall be furnished in writing by either party to the
other party, and shall be deemed to have been given as of the date so
delivered or deposited in the United States mail, as the case may be.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement effective
as of the date first written above.
TRANSTECHNOLOGY CORPORATION
("Company")
----------------------------------
Michael J. Berthelot
Chairman, President and CEO
("Optionee")
---------------------------------
Optionee Name
Grant Number: _______
II-12
<PAGE> 1
EXHIBIT 5.1
December 16, 1999
TransTechnology Corporation
150 Allen Road
Liberty Corner, New Jersey 07938
Gentlemen:
You have requested our opinion with respect to 300,000 shares of common
stock, $.01 par value per share (the "Shares"), of TransTechnology Corporation,
a Delaware corporation (the "Company"), which Shares are to be issued to certain
employee directors of the Company pursuant to the terms of the Company's 1999
Long Term Incentive Plan (the "Plan"). The Shares are the subject of a
Registration Statement on Form S-8 (the "Registration Statement"), to which this
opinion is attached as an exhibit, to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended.
In connection with the foregoing, we have examined (a) the Amended and
Restated Certificate of Incorporation and the Amended Bylaws of the Company, (b)
the Plan, filed as an Exhibit to the Company's Form 10-K for the fiscal year
ended March 31, 1999, (c) the form of Non-Employee Director Stock Option
Agreement for use under the Plan, filed as Exhibit 4.2 to the Registration
Statement and (d) such records of the corporate proceedings of the Company and
such other documents as we deemed necessary to render this opinion.
Based upon such examination, we are of the opinion that:
1. The Company is a corporation organized and validly existing under the
laws of the State of Delaware.
2. The Shares to be sold by the Company have been duly authorized and, when
issued and sold pursuant to the Plan, and in the manner contemplated by
the Registration Statement, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
HAHN LOESER & PARKS LLP
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<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
TransTechnology Corporation on Form S-8 of our reports dated May 12, 1999,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
TransTechnology Corporation for the year ended March 31, 1999 and of our report
dated October 8, 1999, appearing in the Form 8-K/A of TransTechnology
Corporation filed with the Securities and Exchange Commission on November 12,
1999.
/s/Deloitte & Touche LLP
Parsippany, New Jersey
December 16, 1999
II-14
