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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to ____________
Commission file number 1-7872
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 07938
Liberty Corner, New Jersey (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (908) 903-1600
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.01
(Title of class)
New York Stock Exchange
(Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of June 20, 2002, the aggregate market value of voting stock held by
non-affiliates of the registrant based on the last sales price as reported by
the New York Stock Exchange on such date was $63,590,699. (See Item 12)
As of June 20, 2002, the registrant had 6,190,866 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant's Annual Report for the fiscal year ended March 31, 2002
is incorporated by reference into Part I and II hereof.
The registrant's Proxy Statement for the 2002 Annual Meeting of
Shareholders is incorporated by reference into Part III hereof.
PART I
ITEM 1. BUSINESS.
GENERAL
TransTechnology Corporation develops, manufactures and sells products
primarily used in the aerospace industry. TransTechnology Corporation was
originally organized in 1962 as a California corporation and reincorporated in
Delaware in 1986. Unless the context otherwise requires, references to the
"Company" or the "Registrant" refer to TransTechnology Corporation (including
the California corporation prior to the reincorporation) and its consolidated
subsidiaries. The Company's fiscal year ends on March 31. Accordingly, all
references to years in this report refer to the fiscal year ended March 31 of
the indicated year.
RESTRUCTURING
On January 19, 2001, the Company announced its intention to
restructure and divest its cold-headed products (TCR), retaining ring
(Seeger-Orbis, TransTechnology (GB), TT Brasil, and TransTechnology Engineered
Rings USA), hose clamp (Breeze Industrial and Pebra) and aerospace rivet
(Aerospace Rivet Manufacturers Corp.) operations. In addition, on April 12,
2001, the Company announced that it would divest TransTechnology Engineered
Components (TTEC), a manufacturer of spring steel engineered fasteners and
headlight adjusters. For business segment reporting purposes, these
above-mentioned business units have previously been classified as the
"Specialty Fasteners Segment." The Company has reclassified these business
units as discontinued operations.
On July 10, 2001, the Company sold its Breeze Industrial and Pebra
hose clamp businesses to Industrial Growth Partners and members of Breeze
Industrial's management for $46.2 million, which was paid in cash. In a
related transaction, the Company sold the real estate occupied by Breeze
Industrial to a quasi-governmental organization for $2.0 million. Proceeds
from the sale were used to repay borrowings outstanding under the company's
Second Amended and Restated Credit Agreement with Fleet National Bank and the
other lenders therein (the "Credit Facility").
On December 5, 2001, the Company sold its TransTechnology Engineered
Components ("TTEC") businesses to a company formed by affiliates of Kohlberg &
Company, L.L.C. for $98.5 million, of which $96 million was cash and the
balance the assumption of certain liabilities related to the purchased
businesses. The cash proceeds of the sale were used to repay borrowings
outstanding under the Credit Facility. In the fiscal quarter ended September
30, 2001, as part of its restructuring program, the Company reported a pre-tax
asset impairment charge for TTEC in the amount of $85.8 million to reduce the
carrying value of these businesses to estimated fair market value. This
non-cash charge was specifically related to the write-down of goodwill. The
sale proceeds of TTEC approximated its adjusted carrying value.
On February 21, 2002, the Company sold its Seeger-Orbis retaining
ring business in Germany to Barnes Group Inc. for $20.0 million cash. The net
proceeds of the sale were used to repay borrowings outstanding under the
Credit Facility. The balance sheet of the Company contains a non-current asset
and a non-current liability in the amount of $3.1 million relating to the
pension plan of Seeger-Orbis. These amounts represent the legal liability of
the Company under German law and the indemnification received from the buyer
of the business for that liability.
1
On April 16, 2002, the Company sold its Aerospace Rivet Manufacturers
Corporation subsidiary to Allfast Fastening Systems, Inc. for $3.2 million
cash. The net proceeds of the sale were used to repay borrowings outstanding
under the Credit Facility.
On May 30, 2002, the Company sold substantially all of the assets and
business of its domestic retaining ring business, TransTechnology Engineered
Rings Inc. (USA), to a newly formed entity controlled by SeaView Capital LLC
for $3.7 million, of which $2.9 million was cash and $.8 million was a
promissory note. The company also received warrants to purchase 5% of the
purchaser's equity.
As of June 21, 2002, the Company continues to own and operate TCR
Inc., its cold-heading and screw machine operation, TransTechnology (GB) Ltd.,
its UK retaining ring business, and TransTechnology Brasil Ltda., its
Brazilian retaining ring operation. Each of these companies is held for sale
and their operations are included in discontinued operations for all of the
periods included in this report.
CORE BUSINESS
As a result of the above referenced restructuring program,
TransTechnology Corporation's core business area is aerospace products.
The company conducts its aerospace business through its
Breeze-Eastern division and its Norco, Inc. (Norco) subsidiary. Breeze-Eastern
and Norco are the world's leading designers and manufacturers of sophisticated
helicopter rescue hoists, cargo winches, cargo hook systems, mechanical
components such as hold open rods, and application-specific mechanical and
linear motion systems. These products are sold primarily to military and
civilian agencies and aerospace contractors.
PRODUCTS
The Company's aerospace products are designed, developed and
manufactured by Breeze-Eastern and Norco. Breeze-Eastern specializes in the
design, development and manufacture of sophisticated lifting and restraining
products, principally helicopter rescue hoists, reeling machines and external
hook systems. In addition, Breeze-Eastern designs, develops and manufactures
winches and hoists for aircraft cargo and weapon-handling systems with
applications ranging from cargo handling on fixed-wing aircraft to hoisting
weapons into position on carrier based aircraft. Management believes that
Breeze-Eastern is the industry market share leader in sales of
personnel-rescue hoists and cargo hook equipment. As a pioneer of helicopter
hoist technology, Breeze-Eastern continues to develop sophisticated helicopter
hoist systems, including systems for the current generation of Seahawk,
Chinook, Dolphin, Merlin and Super Stallion helicopters. Breeze-Eastern also
supplies equipment for the United States, Japanese and European
Multiple-Launch Rocket Systems which use two specialized hoists to load and
unload rocket pod containers. Breeze-Eastern's external cargo-lift hook
systems are original equipment on most helicopters manufactured today. These
hook systems range from small 1,000-pound capacity models up to the largest
36,000-pound capacity hooks employed on the Super Stallion helicopter.
Breeze-Eastern also manufactures aircraft and cargo tie-downs. Norco designs,
develops and manufactures mechanical components and systems such as hold open
rods, quick connect/disconnect locking systems, helicopter blade restraint
systems, latch assemblies, safety locks and application-specific mechanical
systems. Its power transmission line of products includes rollnuts, rollnut
longspan assemblies, ball reversers, ball oscillators, Flennor assemblies and
other application-specific linear motion assemblies. Power transmission
products are used in a wide range of commercial and industrial applications,
including medical testing equipment and manufacturing equipment for use in the
paper, pulp, and textile industries.
2
Breeze-Eastern and Norco sell their products through internal
marketing representatives and several independent sales representatives and
distributors.
The Aerospace Product backlog varies substantially from time to time
due to the size and timing of orders. At March 31, 2002, the backlog of
unfilled orders was $43.7 million, compared to $40.2 million at March 31,
2001. The majority of the March 31, 2002 backlog is expected to be shipped
during fiscal 2003.
DEFENSE INDUSTRY SALES
Approximately 43% of the Company's consolidated net sales in 2002, as
compared to 40% and 37% in 2001 and 2000, respectively, were derived from
sales to the United States Government, principally the military services of
the Department of Defense and its prime contractors. These contracts typically
contain precise performance specifications and are subject to customary
provisions which give the United States Government the contractual right of
termination for convenience. In the event of termination for convenience,
however, the Company is typically protected by provisions allowing
reimbursement for costs incurred as well as payment of any applicable fees or
profits.
ENVIRONMENTAL MATTERS
Due primarily to Federal and State legislation which imposes
liability, regardless of fault, upon commercial product manufacturers for
environmental harm caused by chemicals, processes and practices that were
commonly and lawfully used prior to the enactment of such legislation, the
Company may be liable for all or a portion of the environmental clean-up costs
at sites previously owned or leased by the Company (or corporations acquired
by the Company). The Company's contingencies associated with environmental
matters are described in Note 12 of "Notes to Consolidated Financial
Statements" included in the Company's 2002 Annual Report on page 20 which is
incorporated herein by reference.
COMPETITION
The Company's businesses compete in some markets with entities that
are larger and have substantially greater financial and technical resources
than the Company. Generally, competitive factors include design capabilities,
product performance, delivery and price. The Company's ability to compete
successfully in such markets will depend on its ability to develop and apply
technological innovations and to expand its customer base and product lines.
The Company is successfully doing so both internally and through acquisitions.
There can be no assurance that the Company will continue to successfully
compete in any or all of the businesses discussed above. The failure of the
Company to compete in more than one of these businesses could have a
materially adverse effect on the Company's profitability.
3
RAW MATERIALS
The various components and raw materials used by the Company to
produce its products are generally available from more than one source. In
those instances where only a single source for any material is available, such
items can generally be redesigned to accommodate materials made by other
suppliers. In some cases, the Company stocks an adequate supply of the single
source materials for use until a new supplier can be approved. The Company's
business is not dependent upon a single supplier or a few suppliers, the loss
of which would have a materially adverse effect on the Company's consolidated
financial position.
EMPLOYEES
As of June 17, 2002, the Company employed 841 people. There were 286
persons employed with the aerospace products operations, 9 with the corporate
office, and 546 in businesses held for sale.
FOREIGN OPERATIONS AND SALES
The company has no foreign-based facilities used in its continuing
operations. The Company had export sales of $26.9 million, $24.9 million and
$24.0 million in fiscal 2002, 2001 and 2000, respectively, representing 37%,
35% and 39% of the Company's consolidated net sales in each of those years,
respectively. The risk and profitability attendant to these sales is generally
comparable to similar products sold in the United States. Net export sales by
geographic area and domicile of customers are set forth in the 2002 Annual
Report in Note 13 of "Notes to Consolidated Financial Statements" on page 20
and is incorporated herein by reference.
4
ITEM 2. PROPERTIES
The following table sets forth certain information concerning the
Company's principal facilities for its continuing operations:
Owned or
Location Use of Premises Leased Sq. Ft
-------- --------------- ---------- ------
Liberty Corner, New Jersey Executive Offices Leased 13,000
Union, New Jersey Breeze-Eastern offices Owned 188,000
and manufacturing plant
Ridgefield, Connecticut Norco, Inc. offices and Owned 35,000
manufacturing plant
The Company believes that such facilities are suitable and adequate
for the Company's foreseeable needs and that additional space, if necessary,
will be available. The Company continues to own or lease property that it no
longer needs in its operations. These properties are located in California,
Pennsylvania, New York, and New Jersey. In some instances, the properties are
leased or subleased and in nearly all instances these properties are for sale
or are under contract for sale. In addition, the company owns or leases
property that is used in businesses held for sale in Spain, France, England,
Brazil and Minnesota.
The lease on the Company's Executive Offices expires in August 2002 at
which time the Executive Offices will be relocated into the Company's facility
in Union, New Jersey.
ITEM 3. LEGAL PROCEEDINGS
The information required has been included in Note 12 of "Notes to
Consolidated Financial Statements" included in the Company's 2002 Annual
Report on page 20 and is incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders
during the three-month period ended March 31, 2002.
5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock, par value $0.01, is traded on the New York
Stock Exchange under the symbol TT. The following table sets forth the range
of high and low closing sales prices of shares of the Company's Common Stock
for the calendar quarters indicated, as reported by the New York Stock
Exchange.
High Low
Fiscal 2001
First Quarter $ 14.69 $ 8.44
Second Quarter 11.37 6.12
Third Quarter 7.31 2.87
Fourth Quarter 6.75 3.75
Fiscal 2002
First Quarter $ 9.02 $ 5.00
Second Quarter 14.79 8.60
Third Quarter 13.50 9.60
Fourth Quarter 10.20 8.90
As of June 20, 2002, the number of stockholders of record of the
Common Stock was 1,731. On June 20, 2002, the closing sales price of the
Common Stock was $11.20 per share.
The Company paid a regular quarterly dividend of $0.065 per share on
June 1, September 1 and December 1, 2000. On January 19, 2001, the Company
announced the suspension of its regular quarterly dividend.
ITEM 6. SELECTED FINANCIAL DATA
The information required has been included in the Company's 2002
Annual Report on page 1 and is incorporated herein by reference.
6
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required has been included in the Company's 2002
Annual Report on pages 22-28 and is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required has been included in the Company's 2002
Annual Report on page 28 and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements: The information required has been included in
the Company's 2002 Annual Report on pages 7-21 and is incorporated
herein by reference.
Quarterly Financial Data: The information required has been included
in Note 15 of Notes to Consolidated Financial Statements in the
Company's 2002 Annual Report on page 21 and is incorporated herein by
reference.
Financial Statement Schedules:
Schedule II --
Consolidated Valuation and Qualifying Accounts for years
ended March 31, 2002, 2001 and 2000.
Schedules referenced in Article 5 of Regulation S-X, other
than that listed above, are not required and have been
omitted.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
7
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is contained in the
Registrant's Proxy Statement for the 2002 Annual Meeting of Shareholders and
is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is contained in the
Registrant's Proxy Statement for the 2002 Annual Meeting of Shareholders and
is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Certain of the information required by this item is contained in the
Registrant's Proxy Statement for the 2002 Annual Meeting of Shareholders and
is incorporated herein by reference.
For purposes of the calculation of the aggregate market value of
voting stock held by non-affiliates, the Company has assumed that the shares
of Common Stock beneficially owned by Dr. Arch C. Scurlock are not held by an
affiliate of the Company.
SECURITIES AUTHORIZED/ISSUED UNDER EQUITY COMPENSATION PLANS:
Number of Securities to Weighted Average Exercise
be Issued Upon Exercise Price of Outstanding Number of Securities
of Outstanding Options, Options, Warrants and Remaining Available
Plan Category Warrants and Rights Rights for Future Issuance
------------- ----------------------- ------------------------- --------------------
Equity Compensation Plans
Approved by Security Holders 540,547 $16.30 809,453
Equity Compensation Plans Not
Approved by Security Holders (1) 0 -- --
------------- ------------- -------------
Total 540,547 $16.30 809,453
============= ============= =============
(1) Each of the Company's compensation plans have been previously approved by
security holders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is contained in the
Registrant's Proxy Statement for the 2002 Annual Meeting of Shareholders and
is incorporated herein by reference.
8
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements, Schedules and Exhibits:
1. Financial Statements:
Consolidated Balance Sheets at March 31, 2002 and 2001
Statements of Consolidated Operations for the years ended
March 31, 2002, 2001 and 2000
Statements of Consolidated Cash Flows for the years ended
March 31, 2002, 2001 and 2000
Statements of Consolidated Stockholders' Equity (Deficit)
for the years ended March 31, 2002, 2001 and 2000
Notes to Consolidated Financial Statements
Independent Auditors' Report
2. Financial Statement Schedules
Schedule II - Consolidated Valuation and Qualifying Accounts
for the years ended March 31, 2002, 2001 and 2000
3. Exhibits:
The exhibits listed on the accompanying Index to Exhibits
are filed as part of this report.
(b) Reports on Form 8-K:
1. On February 19, 2002 the Registrant filed
an amended 8-K including the Pro Forma
Financial Statements regarding the
disposition of its Engineered Components
division.
2. On March 8, 2002 the Registrant filed an
8-K to report the closing of the
disposition of its wholly-owned
subsidiary, Seeger-Orbis GmbH & Co., OHG.
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: June 21, 2002
TRANSTECHNOLOGY CORPORATION
By: /s/Michael J. Berthelot
-------------------------------------
Michael J. Berthelot,
Chairman of the Board, President
and Chief Executive Officer
10
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Michael J. Berthelot Chairman of the Board, President June 21, 2002
- ---------------------------- and Chief Executive Officer
MICHAEL J. BERTHELOT (Principal Executive Officer)
/s/Joseph F. Spanier Vice President, Chief Financial Officer June 21, 2002
- ---------------------------- and Treasurer
JOSEPH F. SPANIER (Principal Financial and Accounting Officer)
/s/Daniel Abramowitz Director June 21, 2002
- ----------------------------
DANIEL ABRAMOWITZ
/s/Gideon Argov Director June 21, 2002
- ----------------------------
GIDEON ARGOV
/s/Walter Belleville Director June 21, 2002
- ----------------------------
WALTER BELLEVILLE
/s/Thomas V. Chema Director June 21, 2002
- ----------------------------
THOMAS V. CHEMA
/s/John H. Dalton Director June 21, 2002
- ----------------------------
JOHN H. DALTON
/s/Michel Glouchevitch Director June 21, 2002
- ----------------------------
MICHEL GLOUCHEVITCH
/s/James A. Lawrence Director June 21, 2002
- ----------------------------
JAMES A. LAWRENCE
/s/Jan Naylor Cope Director June 21, 2002
- ----------------------------
JAN NAYLOR COPE
/s/William J. Recker Director June 21, 2002
- ----------------------------
WILLIAM J. RECKER
11
INDEPENDENT AUDITORS' REPORT
To the Stockholders and the Board of Directors of TransTechnology Corporation:
We have audited the consolidated financial statements of TransTechnology
Corporation and subsidiaries as of March 31, 2002 and 2001, and for each of
the three years in the period ended March 31, 2002, and have issued our report
thereon dated June 14, 2002; such consolidated financial statements and report
are included in your 2002 Annual Report and are incorporated herein by
reference. Our audits also included the financial statement schedule of
TransTechnology Corporation, listed in Item 14. This financial statement
schedule is the responsibility of the Corporation's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
June 14, 2002
12
TRANSTECHNOLOGY CORPORATION
SCHEDULE II
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR YEARS ENDED MARCH 31, 2002, 2001 AND 2000
(IN THOUSANDS)
BALANCE AT CHARGED TO CHARGED TO BALANCE
BEGINNING OF COSTS AND OTHER AT END
DESCRIPTION PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
------------------------- ----------------- --------------- --------------- ----------------- -----------
2002
----
Allowances for
doubtful accounts
and sales returns $ 30 $ 369 $ - $ 8 $ 391
400
Inventory reserves $ 2,044 $ 716 $ - $ $ 2,360
Environmental 355
reserves $ 2,440 $ 163 $ - $ $ 2,248
Allowance for tax
loss valuation $ 9,646 $ 4,857 $ - $ - $ 14,503
2001
----
Allowances for
doubtful accounts
and sales returns $ 86 $ 27 $ - $ 83 $ 30
Inventory reserves $ 1,740 $ 541 $ - $ 237
237
237 $ 2,044
Environmental
reserves $ 1,914 $ 1,158 $ - $ 632 $ 2,440
Allowance for tax
loss valuation $ - $ 9,646 $ - $ - $ 9,646
2000
----
Allowances for
doubtful accounts
and sales returns $ 26 $ 83 $ - $ 23 $ 86
Inventory reserves $ 1,857 $ 211 $ - $ 328 $ 1,740
Environmental
reserves $ 2,140 $ 201 $ - $ 427 $ 1,914
Allowance for tax
loss valuation $ - $ - $ - $ - $ -
13
INDEX TO EXHIBITS
3.1 Certificate of Incorporation of the Company. (1)
3.2 Bylaws of the Company Amended and Restated as of June 4, 2001.
(18)
10.1 1996 - 1998 Incentive Compensation Plan of the Company. (10)
10.2 Amended and Restated 1992 Long Term Incentive Plan of the
Company. (2)
10.3 Form of Incentive Stock Option Agreement. (2)
10.4 Form of Director Stock Option Agreement. (3)
10.5 Form of Restricted Stock Award Agreement used under the
Company's Amended and Restated 1992 Long Term Incentive Plan.
(4)
10.6 Indemnification Agreement dated February 11, 1987 between the
Company and each of its officers and directors. (5)
10.7 Executive Life Insurance Plan. (6)
10.8 Amended and Restated Credit Agreement dated as of June 30, 1995
and amended and restated as of July 24, 1998 between the Company
and BankBoston, N.A. (13)
10.9 Amendment Agreement No. 1 to the Amended and Restated Credit
Agreement dated as of August 21, 1998 between the Company and
BankBoston, N.A. (13)
10.10 Amendment Agreement No. 2 to the Amended and Restated Credit
Agreement dated as of November 27, 1998 between the Company and
BankBoston, N.A. (13)
10.11 Amendment Agreement No. 3 to the Amended and Restated Credit
Agreement dated as of December 23, 1998 between the Company and
BankBoston, N.A. (13)
10.14 Form of Executive Severance Agreement with Officers of the
Company. (10)
10.15 Form of Executive Severance Agreement with Subsidiary
Presidents. (10)
10.16 Form of Executive Severance Agreement with Division Presidents.
(10)
10.17 Form of Executive Severance Agreement with Overseas Subsidiary
Managing Directors. (10)
10.18 Form of First Amendment to Executive Severance Agreement with
Officers of the Company. (11)
10.19 Form of First Amendment to Executive Severance Agreement with
Subsidiary Presidents. (11)
10.20 Form of First Amendment to Executive Severance Agreement with
Division Presidents. (11)
10.21 Form of First Amendment to Executive Severance Agreement with
Overseas Subsidiary Managing Directors. (11)
10.22 Form of Second Amendment to Executive Severance Agreement with
Officers of the Company. (18)
10.23 Form of Second Amendment to Executive Severance Agreement with
Subsidiary Presidents. (18)
10.24 Form of Second Amendment to Executive Severance Agreement with
Division Presidents. (18)
10.25 Form of Second Amendment to Executive Severance Agreement with
Overseas Subsidiary Managing Directors. (18)
14
10.26 Consulting Agreement with John Dalton. (13)
10.27 1999-2001 Incentive Compensation Plan of the Company. (13)
10.28 1998 Non-Employee Directors' Stock Option Plan of the Company.
(12)
10.29 Form of Stock Option Agreement used under the Company's 1998
Non-Employee Directors' Stock Option Plan. (13)
10.30 1999 Long Term Incentive Plan of the Company. (13)
10.31 Form of Stock Option Agreement used under the Company's 1999
Long Term Incentive Plan. (15)
10.32 Form of Restricted Stock Award Agreement used under the
Company's 1999 Long Term Incentive Plan. (15)
10.33 Second Amended and Restated Credit Agreement dated as of June
30, 1995, amended and restated as of July 24, 1998 and further
amended and restated as of as of August 31, 1999 among
TransTechnology Corporation, TransTechnology Seeger-Orbis GmbH,
TransTechnology (GB) Limited, The Lenders referred to therein,
BankBoston, N.A., acting through its London Branch, as Sterling
Fronting Bank, BHF-Bank Aktiengesellschaft, as DM Fronting Bank,
ABN AMRO Bank, N.V., as Syndication Agent, The First National
Bank of Chicago, as Documentation Agent and BankBoston, N.A. as
Administrative Agent and Issuing Bank. (14)
10.34 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. (16)
10.35 (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. (16)
10.35 (ii) Schedule of other substantially similar warrants issued by
TransTechnology Corporation to other Purchasers under the
Securities Purchase Agreement. (16)
10.36 Registration Rights Agreement dated as of August 29, 2000 by and
among TransTechnology Corporation and the Purchasers referred to
therein. (16)
10.37 Subordinated Indebtedness Intercreditor Agreement dated as of
August 29, 2000 among TransTechnology Corporation, the Existing
Guarantors named therein, and the Purchasers referred to
therein. (16)
10.38 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. (16)
10.39 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. (16)
10.40 Indemnification Agreement dated January 13, 2000 between the
Company and each of its officers and directors. (15)
15
10.41 Amendment Agreement No. 2 to the Second Amended and Restated
Credit Agreement dated as of December 29, 2000 between the
Company and Fleet National Bank and the other Lenders referred
to therein. (17)
10.42 Amendment Agreement No. 3 to the Second Amended and Restated
Credit Agreement dated as of January 31, 2001 between the
Company and Fleet National Bank and the other Lenders referred
to therein. (17)
10.43 Forbearance and Waiver Agreement dated as of March 29, 2001
between the Company, Fleet National Bank and the other Lenders
referred to therein. (18)
10.44 Consent and Amendment to Forbearance Agreement of Fleet National
Bank and the other Lenders referred to therein dated June 25,
2001. (18)
10.45 Consent and Amendment No. 2 to Forbearance Agreement of Fleet
National Bank and the other Lenders referred to therein dated
September 27, 2001. (19)
10.46 Amended and Restated Share and Limited Liability Company
Membership Interest Purchase Agreement, dated as of August
23,2001, between Registrant and KTIN Acquisition, LLC (20)
10.47 Consent, Amendment Agreement No. 4 to Credit Agreement and
Amendment No. 3 to Forbearance Agreement dated as of December 4,
2001 among the Company, its Senior Lenders and Fleet National
Bank, as Administrative Agent. (21)
10.48 Consent, Amendment Agreement No. 5 to Credit Agreement and
Amendment No. 4 to Forbearance Agreement dated as of January 31,
2002 among the Company, its Senior Lenders and Fleet National
Bank, as Administrative Agent. (21)
10.49 Amendment No. 5 to Forbearance Agreement dated as of March 27,
2002 among the Registrant, its Senior Lenders and Fleet National
Bank, as Administrative Agent.
10.50 Consent, Amendment Agreement No. 6 to Credit Agreement and
Amendment No. 6 to Forbearance Agreement dated as of April 3,
2002 among the Registrant, its Senior Lenders and Fleet
National bank, as Administrative Agent.
13 Annual Report to Security Holders for the Fiscal Year ended
March 31, 2002
21 List of Subsidiaries of the Company.
- ---------------------
(1) Incorporated by reference from the Company's Form 8-A
Registration Statement No. 2-85599 dated February 9, 1987.
(2) Incorporated by reference from the Company's Registration
Statement on Form S-8 No. 333-45059 dated January 28, 1998.
(3) Incorporated by reference from the Company's Annual Report on
Form 10-K for the Fiscal Year ended March 31, 1995.
(4) Incorporated by reference from the Company's Annual Report on
Form 10-K for the Fiscal Year ended March 31, 1994.
(5) Incorporated by reference from the Company's Annual Report on
Form 10-K for the Fiscal Year ended March 31, 1987.
(6) Incorporated by reference from the Company's Annual Report on
Form 10-K for the Fiscal Year ended March 31, 1989.
(7) Incorporated by reference from the Company's Report on Form 8-K
filed on July 14, 1995.
16
(8) Incorporated by reference from the Company's Annual Report on
Form 10-K for the Fiscal Year ended March 31, 1996.
(9) Incorporated by reference from the Company's Report on Form 8-K
filed on April 29, 1997.
(10) Incorporated by reference from the Company's Annual Report on
Form 10-K for the Fiscal Year ended March 31, 1997.
(11) Incorporated by reference from the Company's Quarterly Report on
Form 10-Q for the Quarter ended December 27, 1998.
(12) Incorporated by reference from the Company's Registration
Statement on Form S-8 No. 333-70877 dated January 20, 1999.
(13) Incorporated by reference from the Company's Annual Report on
Form 10-K for the Fiscal Year ended March 31, 1999.
(14) Incorporated by reference from the Company's Report on Form 8-K
filed on November 12, 1999.
(15) Incorporated by reference from the Company's Annual Report on
Form 10-K for the Fiscal Year ended March 31, 2000.
(16) Incorporated by reference from the Company's Report on Form 8-K
filed on September 14, 2000.
(17) Incorporated by reference from the Company's Quarterly Report on
Form 10-Q for the Quarter ended December 31, 2000.
(18) Incorporated by reference from the Company's Annual Report on
Form 10-K for the Fiscal Year ended March 31, 2001.
(19) Incorporated by reference from the Company's Quarterly Report on
Form 10-Q for the Quarter ended September 30, 2001.
(20) Incorporated by reference from the Company's Current Report on
Form 8-K filed on December 21, 2001.
(21) Incorporated by reference from the Company's Quarterly Report on
Form 10-Q for the Quarter ended December 31, 2001.
17