Current Report Filing (8-k)
September 07 2017 - 4:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
September 5, 2017
Date of Report (Date of earliest event reported)
ESTERLINE
TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-06357
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13-2595091
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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500-108
th
Avenue NE, Bellevue, Washington
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98004
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(Address of principal executive offices)
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(Zip Code)
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(425)
453-9400
(Registrants telephone number, including area code)
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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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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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☐
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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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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On September 5, 2017, the U.S. Department of States Directorate of Defense
Trade Controls Office of Defense Trade Controls Compliance (DTCC) notified Esterline Technologies Corporation (Company) that it is closing the Consent Agreement entered into by the Company and the DTCC on March 5, 2014. The closing of the
Consent Agreement was based on the Companys certifications that all aspects of the Consent Agreement have been implemented and that the Companys trade compliance program is adequate to identify, prevent, detect, correct, and report
violations of the Arms Export Control Act (AECA) and International Traffic in Arms Regulations (ITAR), as well as the DTCCs assessment that the Company has fulfilled the terms of the Consent Agreement.
The Consent Agreement settled then-pending AECA and ITAR compliance matters with the DTCC resulting from voluntary reports the Company had filed with the DTCC
that disclosed possible technical and administrative violations of the ITAR. The Consent Agreement had a three-year term and provided for: (i) a payment of $20 million, $10 million of which was suspended and fully offset
against DTCC-approved costs the Company incurred to implement compliance measures; (ii) the appointment of an external Special Compliance Official to oversee compliance with the Consent Agreement and the ITAR; (iii) two external audits of
the Companys ITAR compliance program; and (iv) continued implementation of ongoing remedial compliance measures and additional remedial compliance measures related to automated systems and ITAR compliance policies, procedures, and
training. The $10 million portion of the settlement that was not subject to suspension was paid in installments beginning in 2014 and ending in February 2017.
SIGNATURES
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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ESTERLINE TECHNOLOGIES CORPORATION
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Dated: September 7, 2017
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By:
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/s/ MARCIA J. MASON
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Name:
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Marcia J. Mason
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Title:
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Executive Vice President & General Counsel
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