UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 8, 2005
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Date of Report (Date of earliest
event reported)
ESTERLINE TECHNOLOGIES CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-06357 13-2595091
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
500-108th Avenue NE, Bellevue, Washington 98004
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(Address of principal executive offices) (Zip Code)
(425) 453-9400
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communication pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On December 8, 2005, Esterline Technologies Corporation (the "Company")
issued a press release announcing financial results for the three months and
fiscal year ended October 28, 2005 and announcing that it will restate its
financial statements included in the annual report on Form 10-K for the year
ended October 29, 2004 and its unaudited interim financial statements included
in its quarterly reports on Form 10-Q for the first three quarters of fiscal
2005. As described in more detail under Item 4.02(a), the Company identified the
need to restate prior periods to account for its stock option grants as variable
awards rather than fixed awards under Accounting Principles Board No. 25 (APB
No. 25). The restatement for variable accounting has no impact on the Company's
net cash flow or liquidity. A copy of the press release is attached hereto as
Exhibit 99.1. The press release should be read in conjunction with the note
regarding forward-looking statements, which is included in the text of the press
release.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) Prior to the fourth quarter of fiscal 2005, the Company accounted for stock
option grants as fixed awards under APB No. 25 and disclosed in the footnotes to
the financial statements the expense based on the fair value of stock options
pursuant to SFAS No. 123. While reviewing accounting methods in connection with
the year-end closing process, the Company determined that stock option grants
under our plans required variable rather than fixed accounting treatment under
APB No. 25. Variable accounting should have been used because the cashless
exercise process, in which participants were permitted to elect to pay the
option exercise price and statutory taxes by surrendering shares subject to the
grant, resulted in the inability to fix on the date of grant the number of
shares an optionee receives upon exercise. As a result, after assessing the
materiality of the impact of variable accounting on the Company's financial
statements and reviewing and discussing its assessment with the Company's Audit
Committee of the Board of Directors, the Board of Directors and independent
registered public accounting firm, the Company concluded on December 8, 2005
that its financial statements included in the annual report on Form 10-K for the
fiscal year ended October 29, 2004 and in the quarterly reports on Form 10-Q for
the periods ended January 28, 2005, April 29, 2005, and July 29, 2005 should no
longer be relied upon. The Company's management and the Audit Committee of the
Company's Board of Directors discussed the restatement and the matters disclosed
in this current report on Form 8-K with the Company's independent registered
public accounting firm.
The Company expects to file restated financial statements for the fiscal
year ended October 29, 2004 in an annual report on Form 10-K/A and restated
financial statements for the periods ended January 28, 2005, April 29, 2005, and
July 29, 2005 in quarterly reports on Form 10-Q/A in early January 2006. A copy
of the press release is attached hereto as Exhibit 99.1. In addition, this
current report on Form 8-K and the press release contain statements intended as
"forward-looking statements," which are subject to the cautionary statements
about forward-looking statements set forth in the press release.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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99.1 Press release announcing financial results issued by
Esterline Technologies Corporation dated December 8, 2005.
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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.
ESTERLINE TECHNOLOGIES CORPORATION
Dated: December 8, 2005 By: /s/ Robert D. George
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Name: Robert D. George
Title: Vice President,
Chief Financial Officer,
Secretary and Treasurer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release announcing financial results issued by
Esterline Technologies Corporation dated December 8, 2005.