UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 17, 2008
Date of Report (Date of earliest event reported)
ESTERLINE TECHNOLOGIES
CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-06357 | 13-2595091 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) | (IRS Employer Identification No.) |
| 500-108th Avenue NE, Bellevue, Washington | 98004 | |
| (Address of principal executive offices) | (Zip Code) |
(425) 453-9400
(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 8.01 Other Events
On November 17, 2008, Esterline Technologies Corporation, a Delaware corporation (“Esterline”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with NMC Group, Inc. (“NMC”), a designer and manufacturer of specialized fasteners for the aerospace/defense industry, to acquire all of the outstanding capital stock of NMC for a total consideration of approximately $90.0 million, contingent upon Hart-Scott-Rodino approval and other customary closing conditions. Esterline will finance the NMC acquisition with available cash.
There was no material relationship between Esterline (or any officer, director or affiliate of either Esterline, or any associate of any such officer or director) and NMC and any of the shareholders of NMC.
The press release regarding the NMC acquisition should be read in conjunction with the note regarding forward-looking statements, which is included in the press release, attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release issued by Esterline Technologies Corporation dated November 18, 2008. |
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: November 18, 2008 | By: | /s/ ROBERT D. GEORGE | ||||
| Name: | Robert D. George | |||||
| Title: | Vice President, Chief Financial Officer, Secretary and Treasurer | |||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release issued by Esterline Technologies Corporation dated November 18, 2008. |