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): January 7, 2009
MOOG
INC.
(Exact
name of registrant as specified in its charter)
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New
York
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1-5129
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16-0757636
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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East
Aurora, New York
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14052-0018
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(Address
of principal executive offices)
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(Zip
Code)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02 Results of Operations and Financial Condition.
On
January 7, 2009, at its Annual Shareholders’ Meeting, the Company disclosed
revised financial projections for sales by segment, net earnings and diluted
earnings per share for fiscal year 2009.
For 2009,
sales are now forecast to be $680 million in Aircraft Controls, $281 million in
Space and Defense Controls, between $539 million and $579 million in Industrial
Systems, $356 million in Components and $113 million in Medical Devices, or $2.0
billion in total. Previously, as disclosed in our Form 10-K dated and
filed on November 25, 2008, sales were forecast to be $680 million in Aircraft
Controls, $276 million in Space and Defense Controls, between $555 million and
$595 million in Industrial Systems, $367 million in Components and $118 million
in Medical Devices, or $2.0 billion in total.
For 2009,
net earnings are now forecast to be in a range centered around $121 million
compared to previous guidance of between $132 million and $136 million as
included in our Form 10-K dated and filed on November 25, 2008.
For 2009,
diluted earnings per share are now forecast to be in a range centered
around $2.80 compared
to previous guidance of between $3.03 and $3.13 as disclosed in our Form 10-K
dated and filed on November 25, 2008. The Company also disclosed that
it expects diluted earnings per share for the first quarter of 2009 to be
between $0.65 and $0.70.
The
updated 2009 guidance compares to actual 2008 consolidated results included in
our Form 10-K dated and filed on November 25, 2008 of sales of $1.9 billion, net
earnings of $119 million and diluted earnings per share of $2.75.
A copy of
the prepared remarks made by Robert T. Brady, Chairman and CEO, at the Company’s
Annual Shareholders’ Meeting is available on the Company’s website at
www.moog.com under Investor Relations.
Item
8.01 Other Events.
The
revised financial projections included in Item 2.02 above are incorporated by
reference into this Item 8.01.
The
information in this report is furnished pursuant to Items 2.02 and 8.01 of Form
8-K and shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to
the liability of the section, nor shall it be deemed incorporated by reference
in any filing under the Exchange Act or the Securities Act of 1933, except as
previously stated by specific reference in such a filing.
Cautionary
Statement
Information
included herein or incorporated by reference that does not consist of historical
facts, including statements accompanied by or containing words such as “may,”
“will,” “should,” “believes,” “expects,” “expected,” “intends,” “plans,”
“projects,” “estimates,” “predicts,” “potential,” “outlook,” “forecast,”
“anticipates,” “presume” and “assume,” are forward-looking statements. Such
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)
fluctuations in general business cycles for commercial aircraft, military
aircraft, space and defense products, industrial capital goods and medical
devices, (ii) our dependence on government contracts that may not be fully
funded or may be terminated, (iii) our dependence on certain major customers,
such as The Boeing Company, for a significant percentage of our sales, (iv) the
possibility that the demand for our products may be reduced if we are unable to
adapt to technological change, (v) intense competition which may require us to
lower prices or offer more favorable terms of sale, (vi) our significant
indebtedness which could limit our operational and financial flexibility, (vii)
the possibility that new product and research and development efforts may not be
successful which could reduce our sales and profits, (viii) increased cash
funding requirements for pension plans, which could occur in future years based
on assumptions used for our defined benefit pension plans, including returns on
plan assets and discount rates, (ix) a write-off of all or part of our goodwill,
which could adversely affect our operating results and net worth and cause us to
violate covenants in our bank agreements, (x) the potential for substantial
fines and penalties or suspension or debarment from future contracts in the
event we do not comply with regulations relating to defense industry
contracting, (xi) 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, (xii) the possibility that our subcontractors may fail
to perform their contractual obligations, which may adversely affect our
contract performance and our ability to obtain future business, (xiii) our
ability to successfully identify and consummate acquisitions, and integrate the
acquired businesses and the risks associated with acquisitions, including that
the acquired businesses do not perform in accordance with our expectations, and
that we assume unknown liabilities in connection with the acquired businesses
for which we are not indemnified, (xiv) our dependence on our management team
and key personnel, (xv) the possibility of a catastrophic loss of one or more of
our manufacturing facilities, (xvi) the possibility that future terror attacks,
war or other civil disturbances could negatively impact our business, (xvii)
that our operations in foreign countries could expose us to political risks and
adverse changes in local, legal, tax and regulatory schemes, (xviii) the
possibility that government regulation could limit our ability to sell our
products outside the United States, (xix) product quality or patient safety
issues with respect to our medical devices business that could lead to product
recalls, withdrawal from certain markets, delays in the introduction of new
products, sanctions, litigation, declining sales or actions of regulatory bodies
and government authorities, (xx) the impact of product liability claims related
to our products used in applications where failure can result in significant
property damage, injury or death and in damage to our reputation, (xxi) the
possibility that litigation may result unfavorably to us, (xxii) our ability to
adequately enforce our intellectual property rights and the possibility that
third parties will assert intellectual property rights that prevent or restrict
our ability to manufacture, sell, distribute or use our products or technology,
(xxiii) foreign currency fluctuations in those countries in which we do business
and other risks associated with international operations, (xxiv) the cost of
compliance with environmental laws, (xxv) the risk of losses resulting from
maintaining significant amounts of cash and cash equivalents at financial
institutions that are in excess of amounts insured by governments, (xxvi) the
inability to utilize amounts available to us under our credit facilities given
uncertainties in the credit markets and (xxvii) our customer’s inability to pay
us due to adverse economic conditions or their inability to access available
credit. 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 herein. Given these factors, risks and uncertainties, investors
should not place undue reliance on forward-looking statements as predictive of
future results. We disclaim 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.
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MOOG
INC.
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Dated: January
7, 2009
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By:
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/s/ Jennifer Walter
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Name:
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Jennifer
Walter
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Controller
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