UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
BREEZE-EASTERN CORP
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
106764103
(CUSIP Number)
December 31, 2011
(Date of Event which Requires Filing of Statement)
Check the appropriate box to designate the Rule pursuant
to which this Schedule is filed:
[x] Rule 13d - 1(b)
Rule 13d - 1(c)
Rule 13d - 1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes.)
(Continued on following page(s)
Page 1 of 6 Pages
CUSIP NO. 106764103 13G Page
2 of 6 Pages
1 Name of Reporting Person
S.S. or I.R.S.
Identification No. of Above Person
T. ROWE PRICE
ASSOCIATES, INC.
52-0556948
2 Check the Appropriate Box
if a Member of a Group*
(a) ____
NOT APPLICABLE (b)
____
3 SEC
Use Only
______________________________
4 Citizenship
or Place of Organization
MARYLAND
Number of 5 Sole Voting Power
**
Shares 6,330
Beneficially 6 Shared Voting
Power
**
Owned By Each -0-
Reporting 7 Sole Dispositive
Power
**
Person 631,330
With 8 Shared Dispositive
Power
-0-
9 Aggregate
Amount Beneficially Owned by Each Reporting Person
631,330
10 Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
NOT APPLICABLE
11 Percent of Class Represented
by Amount in Row 9
6.6%
12 Type of Reporting Person*
IA
*SEE INSTRUCTION BEFORE FILLING
OUT!
**Any shares reported in Items
5 and 6 are also
reported in Item 7.
CUSIP NO. 106764103 13G Page
3 of 6 Pages
1 Name of Reporting Person
S.S. or I.R.S.
Identification No. of Above Person
T. ROWE PRICE
SMALL-CAP VALUE FUND, INC. 52-1575325
2 Check the Appropriate Box
if a Member of a Group*
(a) ____
NOT APPLICABLE (b)
____
3 SEC
Use Only
______________________________
4 Citizenship
or Place of Organization
MARYLAND
Number of 5 Sole Voting Power
**
Shares 625,000
Beneficially 6 Shared Voting
Power
**
Owned By Each -0-
Reporting 7 Sole Dispositive
Power
**
Person -0-
With 8 Shared Dispositive
Power
-0-
9 Aggregate
Amount Beneficially Owned by Each Reporting Person
625,000
10 Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
NOT APPLICABLE
11 Percent of Class Represented
by Amount in Row 9
6.5%
12 Type of Reporting Person*
IV
*SEE INSTRUCTION BEFORE FILLING
OUT!
**The aggregate amount reported
on this page is also included in the aggregate amount reported by T. Rowe Price Associates, Inc. on page 2 of this Schedule 13G.
SCHEDULE 13G
PAGE 4 OF 6
Item 1(a) Name of Issuer:
Reference is made to page 1 of this Schedule
13G
Item 1(b) Address of Issuer's Principal Executive Offices:
35 MELANIE LANE, WHIPPANY, NJ 07981
Item 2(a) Name of Person(s) Filing:
(1) T. Rowe Price Associates,
Inc. ("Price Associates")
(2) T. Rowe Price Small-Cap Value Fund, Inc.
X Attached as Exhibit A is a copy
of an agreement between the Persons Filing (as specified hereinabove) that this Schedule 13G is being filed on behalf of each of
them.
Item 2(b) Address of Principal Business Office:
100 E. Pratt Street, Baltimore, Maryland 21202
Item 2(c) Citizenship or Place of Organization:
(1) Maryland
(2) Maryland
Item 2(d) Title of Class of Securities:
Reference is made to page 1 of this Schedule
13G
Item 2(e) CUSIP Number: 106764103
Item 3 The person filing this Schedule 13G is an:
X Investment Adviser registered
under Section 203 of the Investment Advisers Act of 1940
X Investment Company registered
under Section 8 of the Investment Company Act of 1940
Item 4 Reference is made to Items 5-11 on page 2 of this Schedule
13G.
SCHEDULE 13G
PAGE 5 OF 6
Item 5 Ownership of Five Percent
or Less of a Class.
x Not Applicable.
This
statement is being filed to report the fact that, as of the date of this report, the reporting person(s) has (have) ceased to be
the beneficial owner of more than five percent of the class of securities.
Item
6 Ownership of More than Five Percent on Behalf of Another Person
(1) Price
Associates does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the
client's custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such
securities.
The ultimate power to
direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual
and institutional clients which Price Associates serves as investment adviser. Any and all discretionary authority which has been
delegated to Price Associates may be revoked in whole or in part at any time.
Except as may be indicated
if this is a joint filing with one of the registered investment companies sponsored by Price Associates which it also serves as
investment adviser ("T. Rowe Price Funds"), not more than 5% of the class of such securities is owned by any one client
subject to the investment advice of Price Associates.
(2) With
respect to securities owned by any one of the T. Rowe Price Funds, only State Street Bank and Trust Company, as custodian for each
of such Funds, has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. No other
person is known to have such right, except that the shareholders of each such Fund participate proportionately in any dividends
and distributions so paid.
Item
7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item
8 Identification and Classification of Members of the Group.
Not Applicable.
SCHEDULE 13G
PAGE 6 OF 6
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification.
By signing below I (we) certify that, to the best of
my (our) knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having such purpose or effect. T. Rowe Price Associates,
Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Associates is
the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.
Signature.
After reasonable inquiry and to the best of my (our)
knowledge and belief, I (we) certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2012 Dated: February 14, 2012
T. ROWE PRICE SMALL-CAP T. ROWE PRICE ASSOCIATES, INC.
VALUE FUND, INC.
By: /s/ David Oestreicher By: /s/ David Oestreicher
David Oestreicher, David Oestreicher,
Vice President Vice President
Note: This Schedule 13G, including
all exhibits, must be filed with the Securities and Exchange Commission, and a copy hereof must be sent to the issuer by registered
or certified mail not later than February 14th following the calendar year covered by the statement or within the time specified
in Rule 13d-1(b)(2), if applicable.
12/31/2011
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13G
T. Rowe Price Associates, Inc. (an investment
adviser registered under the Investment Advisers Act of 1940) and T. Rowe Price Small-Cap Value Fund, Inc., a Maryland corporation,
hereby agree to file jointly the statement on Schedule 13G to which this Agreement is attached, and any amendments thereto which
may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934.
It is understood and agreed that each of the
parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and
accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or
accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate.
It is understood and agreed that a copy of
this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments hereto, filed on behalf of
each of the parties hereto.
Dated: February 14, 2012 Dated: February 14, 2012
T. ROWE PRICE SMALL-CAP T. ROWE PRICE ASSOCIATES, INC.
VALUE FUND, INC.
By: /s/ David Oestreicher By: /s/ David Oestreicher
David Oestreicher, David Oestreicher,
Vice President Vice President
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