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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) August 30, 2000
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TransTechnology Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-7872 95-4062211
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(State or Other Jurisdiction (Commission (IRS Employer
Of Incorporation) File Number) Identification No.)
150 Allen Road, Liberty Corner, New Jersey 07938
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (908) 903-1600
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(Former Name or Former Address, if Changed Since Last Report)
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TRANSTECHNOLOGY CORPORATION
FORM 8-K
ITEM 5. OTHER EVENTS.
On August 30, 2000, the Registrant completed a private placement of $75
million in senior subordinated notes (the "Notes") and certain warrants to
purchase shares of the Registrant's common stock (the "Warrants") to a group of
institutional investors including Whitney & Co., Albion Alliance LLC and
Citizens Capital, Inc. (collectively, the "Purchasers"). The Registrant used the
proceeds of the private placement to retire, in full, a $75 million bridge loan
held by a group of lenders led by Fleet National Bank.
The Notes are due on August 29, 2005 and bear interest at a rate of 16% per
annum, consisting of 13% cash interest on principal, payable quarterly, and 3%
interest on principal, payable quarterly in "payment-in-kind" notes.
The Warrants entitle the Purchasers to acquire in the aggregate 427,602
shares, or 6.5%, of the common stock of the Registrant at an exercise price of
$9.93 a share, which represents the average daily closing price of the
Registrant's common stock on the New York Stock Exchange for the thirty (30)
days preceding the completion of the private placement, and which may be subject
to a price adjustment on the first anniversary of the issuance of the Warrants.
The Warrants must be exercised by August 29, 2010.
In connection with the transaction, the Registrant and certain subsidiaries
of the Registrant signed a Consent and Amendment Agreement with its current
lenders (the "Lenders") under the Registrant's existing $250 million senior
credit facility (the "Credit Facility"), in which the Lenders consented to the
private placement and amended certain financial covenants associated with the
Credit Facility.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT DESCRIPTION
10.37 Securities Purchase Agreement dated as of August 29, 2000 by
and among TransTechnology Corporation; J.H. Whitney
Mezzanine Fund, L.P.; Albion Alliance Mezzanine Fund I,
L.P.; Albion Alliance Mezzanine Fund II, L.P.; the Equitable
Life Assurance Society of the United States; Fleet Corporate
Finance, Inc.; and Citizens Capital, Inc.
10.38(i) Warrant dated as of August 29, 2000 issued by
TransTechnology Corporation to J.H. Whitney Mezzanine Fund,
L.P. for 171,041 shares of TransTechnology common stock.
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10.38(ii) Schedule of other substantially similar warrants issued by
TransTechnology Corporation to other Purchasers under the
Securities Purchase Agreement.
10.39 Registration Rights Agreement dated as of August 29, 2000 by
and among TransTechnology Corporation and the Purchasers
referred to therein.
10.40 Subordinated Indebtedness Intercreditor Agreement dated as
of August 29, 2000 among TransTechnology Corporation, the
Existing Guarantors named therein, and the Purchasers
referred to therein.
10.41 Consent and Amendment Agreement No. 1 dated as of August 21,
2000 to that certain Second Amended and Restated Credit
Agreement dated as June 30, 1995, and amended and restated
as of July 24, 1998, and as further amended and restated as
of August 31, 1999, by and among TransTechnology
Corporation, TransTechnology Seeger-Orbis GmbH and
TransTechnology (GB) Limited; Fleet National Bank and other
Lenders referred to within; Fleet National Bank, acting
through its London Branch as Sterling Fronting Bank;
BHF-BANK Aktiengesellschaft, as DM Fronting Bank; ABN AMRO
Bank N.V., as Syndication Agent; Bank One, NA (formerly
known as the First National Bank of Chicago), as
Documentation Agent and Fleet National Bank as Issuing Bank
and Administrative Agent.
10.42 Intercreditor and Subordination Agreement dated as of August
29, 2000 among Fleet National Bank, as administrative agent
for the Lenders as defined therein, TransTechnology
Corporation, and the Purchasers referred to therein.
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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.
TRANSTECHNOLOGY CORPORATION
By: /s/ Gerald C. Harvey
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Its: Vice President, Secretary and General Counsel
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Date: 9/14/2000
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