Form 8-K 3rd Qtr FY06 Results
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
August
9, 2006
Date
of Report (Date of earliest event reported)
Commission
File Number 1-6560
THE
FAIRCHILD CORPORATION
(Exact
name of Registrant as specified in its charter)
Delaware
(State
of
incorporation or organization)
34-0728587
(I.R.S.
Employer Identification No.)
1750
Tysons Boulevard, Suite 1400, McLean, VA 22102
(Address
of principal executive offices)
(703)
478-5800
(Registrant’s
telephone number, including area code)
Not
Applicable
(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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communications pursuant to Rule 425 under the Securities Act
(17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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FORWARD-LOOKING
STATEMENTS:
Certain
statements in this filing contain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect
to
our financial condition, results of operation and business. These statements
relate to analyses and other information, which are based on forecasts of future
results and estimates of amounts not yet determinable. These statements also
relate to our future prospects, developments and business strategies. These
forward-looking statements are identified by their use of terms and phrases
such
as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’
‘‘may,’’ ‘‘plan,’’ ‘‘predict,’’ ‘‘project,’’ ‘‘will’’ and similar terms and
phrases, including references to assumptions. These forward-looking statements
involve risks and uncertainties, including current trend information,
projections for deliveries, backlog and other trend estimates that may cause
our
actual future activities and results of operations to be materially different
from those suggested or described in this financial discussion and analysis
by
management. These risks include: our ability to finance and successfully operate
our retail businesses; our ability to accurately predict demand for our
products; our ability to receive timely deliveries from vendors; our ability
to
raise cash to meet seasonal demands; our dependence on the retail and aerospace
industries; our ability to maintain customer satisfaction and deliver products
of quality; our ability to properly assess our competition; our ability to
improve our operations to profitability status; our ability to liquidate
non-core assets to meet cash needs; our ability to attract and retain highly
qualified executive management; our ability to achieve and execute internal
business plans; weather conditions in Europe during peak business season and
on
weekends; labor disputes; competition; foreign currency fluctuations; worldwide
political instability and economic growth; military conflicts, including
terrorist activities; infectious diseases; new legislation which may cause
us to
be required to fund our pension plan earlier than we had expected; and the
impact of any economic downturns and inflation.
If
one or
more of these and other risks or uncertainties materializes, or if underlying
assumptions prove incorrect, our actual results may vary materially from those
expected, estimated or projected. Given these uncertainties, users of the
information included in this report, including investors and prospective
investors are cautioned not to place undue reliance on such forward-looking
statements. We do not intend to update the forward-looking statements included
in this filing, even if new information, future events or other circumstances
have made them incorrect or misleading.
ITEM
2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On
August
9, 2006, we issued a press release announcing our operating results for the
three and nine months ended June 30, 2006. A copy of the press release is
attached hereto as Exhibit 99, and is hereby incorporated by reference.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
(C)
Exhibits.
99 Press
Release dated August 9, 2006, regarding our operating results for the three
and
nine months ended June 30, 2006.
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.
Dated:
August
9,
2006
By:
/s/
DONALD E. MILLER
Name:
Donald E.
Miller
Title:
Executive Vice President,
Corporate
Secretary
and General Counsel