This excerpt taken from the TDG 8-K filed Jan 30, 2007.
1301 East 9th Street, Suite 3710, Cleveland, Ohio 44114
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:
On January 30, 2007, TransDigm Inc., a wholly-owned subsidiary of TransDigm Group Incorporated ("TD Group"), distributed to prospective investors a Confidential Offering Circular Supplement to its Preliminary Confidential Offering Circular, dated January 29, 2007. A copy of the Confidential Offering Circular Supplement, which may contain material non-public information, is furnished with this Current Report on Form 8-K (this "Current Report") as Exhibit 99.1 hereto. The information furnished pursuant to Item 7.01 to this Current Report (including exhibits hereto) shall not be considered "filed" under the Securities Exchange Act of 1934. as amended (the "Exchange Act"), nor shall it be incorporated by reference into future filings by TD Group under the Securities Act of 1933, as amended (the "Securities Act"), or under the Exchange Act, unless TD Group expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein.
The senior subordinated notes being offered pursuant to the Preliminary Confidential Offering Circular referred to above will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. In addition, this Current Report does not and will not constitute an offer to sell or the solicitation of an offer to buy the senior subordinated notes, nor shall there be any sale of the senior subordinated notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.