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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): July 19, 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 26, 2005, Moog Inc. (the "Company") entered into a stock purchase
agreement with Kaydon Corporation and two of its affiliates, whereby the Company
has acquired the stock of Kaydon Corporation's Power and Data Transmission
Products segment for $72.4 million. The segment manufactures complex electrical
and fiber optic products used in demanding aerospace, defense, industrial,
security, medical, and marine applications. Products include slip rings and slip
ring assemblies, video and data multiplexers, and fiber optic rotary joints. A
copy of the press release, announcing this transaction, is included as exhibit
99.1 of this report.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On July 19, 2005, the Company entered into Modification No. 5 to its Amended and
Restated Loan Agreement, dated as of March 3, 2003 (the "Amendment"), as
modified by Modification Nos. 1,2,3 and 4 thereto dated as of August 6, 2003,
March 5, 2004, December 17, 2004 and April 13, 2005, respectively, by and among
Moog, the lenders parties thereto, and HSBC Bank USA, N.A., as agent for the
lenders (the "Credit Facility"). The intention of Modification No. 5 is to
permit the acquisition of Kaydon Corporation's Power and Data Transmission
Products segment and FCS Control Systems.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 27, 2005, Moog Inc. (the "Company") issued a press release discussing
results of operations for the quarter ended June 25, 2005. A copy of the press
release is included as exhibit 99.2 of this report.
The information in this report is being furnished pursuant to Item 2.02 of Form
8-K and shall not be deemed to be "filed" for purposes of Section 18 of the
Securities and Exchange Act of 1934 (the "Exchange Act") or otherwise subject to
the liability of that section, nor shall it be deemed incorporated by reference
in any filing under the Exchange Act or the Securities Act of 1933, except as
expressly stated by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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99.1 Press release dated July 27, 2005, announcing the
acquisition of the stock of Kaydon Corporation's Power
and Data Transmission Products segment.
99.2 Press release dated July 27, 2005, announcing
Moog Inc.'s results of operations for the quarter ended
June 25, 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: July 27, 2005 By: /s/ Donald R. Fishback
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Name: Donald R. Fishback
Controller
EXHIBIT INDEX
Exhibit Description
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99.1 Press release dated July 27, 2005, announcing the acquisition of
the stock of Kaydon Corporation's Power and Data Transmission
Products segment.
99.2 Press release dated July 27, 2005, announcing Moog Inc.'s
results of operations for the quarter ended June 25, 2005.