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): May 19, 2004
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)
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Item 5. Other Events and Regulation FD Disclosure.
On May 19, 2004, Moog Inc. issued a press release announcing that it has entered
into a long-term agreement with the Boeing Commercial Airplanes Company to
supply the primary flight control actuation system for Boeing's new 7E7
Dreamliner. A copy of the press release is included as exhibit 99.1 of this
report and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release dated May 19, 2004.
Item 9. Regulation FD Disclosure.
The Company will most likely expense in future periods its non-recurring
development efforts associated with completing the flight control actuation
system for the 7E7 program.
The Company's recent outlook for the balance of fiscal year 2004 remains
unchanged as the first half of fiscal year 2004 included about $4 million of
costs associated with the 7E7 program. Revenue related to this new program is
not expected to be significant until production activity begins in a couple of
years. The net margin percentage for fiscal year 2005 is expected to approximate
the net margin percentage forecasted for all of fiscal year 2004. As in past
years, Moog will provide a more specific forecast for its next fiscal year,
2005, on its third quarter conference call at the end of July.
Cautionary Statement
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This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Information in this report
that does not consist of historical facts, including statements accompanied by
or containing words such as "giving effect to," "may," "will," "should,"
"believes," "expects," "expected," "intends," "plans," "projects," "estimates,"
"predicts," "potential," "outlook," "forecast," "anticipates," "presume," and
"assume," are forward-looking statements. These forward-looking statements are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements are not guarantees of future performance
and are subject to several factors, risks and uncertainties, the impact or
occurrence of which could cause actual results to differ materially from the
expected results described in the forward-looking statements. These important
factors, risks and uncertainties include (i) risks associated with the recent
Poly-Scientific acquisition, including, without limitation, the risk that
representations made by the seller of the business are untrue or inaccurate or
that the Company assumed unknown liabilities in connection with the acquisition
and that indemnification from the seller for those matters is limited or
unavailable, the risk that Poly-Scientific business will not be successfully
integrated on a timely basis or at all, which includes the risk that
Poly-Scientific's customer, supplier, and key employee relationships are not
preserved, and the risk that the Poly-Sci business does not perform in
accordance with the Company's expectations, (ii) fluctuations in general
business cycles and demand for capital goods, (iii) the Company's dependence on
government contracts, that may not be fully funded or may be terminated, (iv)
the Company's dependence on certain major customers, such as The Boeing Company
and Lockheed Martin, for a significant percentage of its sales, (v) the
Company's dependence on the commercial aircraft industry which is highly
cyclical and sensitive to fuel price increases, labor disputes, and economic
conditions, (vi) the possibility that advances in technology could reduce the
demand for certain of the Company's products, specifically hydraulic-based
motion controls, (vii) intense competition which may require the Company to
compete by lowering prices or by offering more favorable terms of sale, (viii)
the Company's significant indebtedness, which could limit its operational and
financial flexibility or which is at variable rates that may increase, (ix)
higher pension costs and increased cash funding requirements which could occur
in future years if future actual plan results differ from assumptions used for
the Company's defined benefit plans, including returns on plan assets and
interest rates, (x) a write-off of all or part of the Company's goodwill which
could adversely affect the Company's operating results and net worth and cause
it to violate covenants in its bank agreements, (xi) the potential for
substantial fines and penalties or suspension or debarment from future contracts
in the event the Company does not comply with regulations relating to defense
industry contracting, (xii) the potential for cost overruns on development jobs
and fixed-price contracts and the risk that actual results may differ
from estimates used in contract accounting, (xiii) the Company's ability to
successfully identify and consummate acquisitions and integrate the acquired
businesses and the risk that known liabilities will be assumed by the Company in
connection with acquisitions, including liabilities for which indemnification
from the seller may be limited or unavailable, (xiv) the possibility of a
catastrophic loss of one or more of the Company's manufacturing facilities, (xv)
the impact of product liability claims related to the Company's products used in
applications where failure can result in significant property damage, injury or
death, (xvi) the possibility that litigation may result unfavorably to the
Company (xvii) foreign currency fluctuations in those countries in which the
Company does business and other risks associated with international operations,
and (xviii) the cost of compliance with environmental laws. The factors
identified above are not exhaustive. New factors, risks and uncertainties may
emerge from time to time that may affect the forward-looking statements made in
this release. Given these factors, risks and uncertainties, investors should not
place undue reliance on forward-looking statements as predictive of future
results. The Company disclaims any obligation to update the forward-looking
statements made in this report.
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: May 19, 2004 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 May 19, 2004.