-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B7X1Y1O5A9thEOIDU6VPG0dtmmgAG3QD1mX9wyv+YS6X9Mtef+CbJ0lDqpvpawQe 7LRW8201ejXt3+KXIJFV3Q== 0000899797-05-000433.txt : 20051228 0000899797-05-000433.hdr.sgml : 20051228 20051228122236 ACCESSION NUMBER: 0000899797-05-000433 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051228 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051228 DATE AS OF CHANGE: 20051228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOOG INC CENTRAL INDEX KEY: 0000067887 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 160757636 STATE OF INCORPORATION: NY FISCAL YEAR END: 0927 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05129 FILM NUMBER: 051288278 BUSINESS ADDRESS: STREET 1: PLANT 24 CITY: EAST AURORA STATE: NY ZIP: 14052-0018 BUSINESS PHONE: 7166522000 MAIL ADDRESS: STREET 1: PLANT 24 CITY: EAST AURORA STATE: NY ZIP: 14052 8-K 1 form_8k.htm FORM 8-K Form 8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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): December 28, 2005

MOOG INC.

(Exact name of registrant as specified in its charter)

New York    1-5129    16-0757636
(State or Other Jurisdiction Commission    (I.R.S. Employer
of Incorporation)    File Number)    Identification No.)

East Aurora, New York  
 
14052-0018
(Address of principal executive offices)    (Zip Code)

Registrant's Telephone Number, Including Area Code: (716) 652-2000

N/A
(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

[ ] Written communications 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 December 28, 2005, Moog Inc. issued a press release announcing the commencement of an exchange offer of $50 million in aggregate principal amount of 6 ¼% senior subordinated notes due 2015, which have been registered under the Securities Act of 1933 (the "Securities Act"), for the same aggregate principal amount of its outstanding 6 ¼% senior subordinated notes due 2015 issued on September 12, 2005, pursuant to Rule 144A and Regulation S under the Securities Act. The information contained in this press release, which is filed as exhibit 99.1 to this current Report in Form 8-K, is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c)            Exhibits.

                99.1     Press release dated December 28, 2005

 

SIGNATURE

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.

  MOOG INC.
   
Dated: December 28, 2005 By:  /s/ Donald R. Fishback                          
    Name: Donald R. Fishback
    Controller

 

EXHIBIT INDEX

 

Exhibit                 Description

99.1                 Press release dated December 28, 2005

 

EX-99.1 2 exhibit99_1.htm PRESS RELEASE Exhibit 99.1

Exhibit 99.1

press information

MOOG INC., EAST AURORA, NEW YORK 14052 TEL-716/652-2000 FAX -716/687-4457

release date Immediate contact Ann Marie Luhr
  December 28, 2005   716-687-4225

 

MOOG INC. ANNOUNCES EXCHANGE OFFER FOR
6 ¼% SENIOR SUBORDINATED NOTES

        December 28, 2005, Moog Inc. (NYSE:MOG.A and MOG.B) announced today the commencement of an exchange offer for its 6 ¼% senior subordinated notes due 2015 that were issued on September 12, 2005 in a private placement to qualified institutional buyers. Pursuant to the exchange offer, $50 million in aggregate principal amount of its 6 ¼% senior subordinated notes due 2015, which have been registered under the Securities Act of 1933 (the "Exchange Notes"), are being offered for $50 million in aggregate principal amount of Moog's 6 ¼% senior subordinated notes due 2015, which were issued pursuant to Rule 144A and Regulation S under the Securities Act of 1933 on September 12, 2005 (the "Restricted Notes"). The Exchange Notes are additional notes under the indenture dated January 10, 2005, as supplemented, governing the company's existing $150 million 6 ¼% senior subordinated notes due 2015.

        The exchange offer will expire at 5:00 p.m., New York City time, on January 27, 2006. The Exchange Notes have substantially identical terms to the Restricted Notes, except that the Exchange Notes have been registered under the Securities Act of 1933 and will not be subject to restrictions on transfer. The exchange offer was made to satisfy Moog's obligations under a registration rights agreement entered into with the initial purchaser of the Restricted Notes at the time such notes were originally issued. JP Morgan Chase Bank, N.A. will act as exchange agent for the exchange offer.

        Moog has filed a registration statement, including a prospectus and other related documents, on Form S-4 with the United States Securities and Exchange Commission in connection with this exchange offer. The terms of the Exchange Notes are set forth in the prospectus.

        This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of the notes under the securities laws of that jurisdiction.

        Moog is a worldwide designer, manufacturer, and integrator of precision control components and systems. Moog's high-performance systems control military and commercial aircraft, satellites and space vehicles, launch vehicles, missiles, automated industrial machinery, and medical equipment.

        Additional information about Moog can be found on its website, http://www.moog.com.

 

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