<PAGE>   1

                                    FORM 10-Q

                              --------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


(Mark One)

[ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                   For the quarterly period ended July 2, 2000

                                       OR

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

             For the transition period from __________ to __________


                          Commission file number 1-7872

                            -------------------------

                           TRANSTECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                             <C>
                    Delaware                                        95-4062211
        (State or other jurisdiction of                         (I.R.S. employer
         incorporation or organization)                         identification no.)
                150 Allen Road                                        07938
          Liberty Corner, New Jersey                               (Zip Code)
   (Address of principal executive offices)
</TABLE>


       Registrant's telephone number, including area code: (908) 903-1600



        Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                             Yes  X        No
                                -----        -----

                        As of August 8, 2000, the total number of outstanding
                        shares of registrant's one class of common stock was
                        6,150,884.


<PAGE>   2


                           TRANSTECHNOLOGY CORPORATION


                                      INDEX


<TABLE>
<CAPTION>
PART I. Financial Information                                                        Page No.
        ---------------------                                                        --------
<S>                                                                                  <C>
  Item 1.       Financial Statements....................................................   2
  -------

                Statements of Consolidated Operations--
                Three Month Periods Ended July 2, 2000
                and June 27, 1999.......................................................   3

                Consolidated Balance Sheets--
                July 2, 2000 and March 31, 2000.........................................   4

                Statements of Consolidated Cash Flows--
                Three Month Periods Ended July 2, 2000 and
                June 27, 1999...........................................................   5

                 Notes to Consolidated Financial Statements............................. 6-12


  Item 2.       Management's Discussion and Analysis of Financial
  -------       Condition and Results of Operations.....................................13-14

  Item 3.       Quantitative and Qualitative Disclosures about Market Risk..............   15
  -------


PART II.   Other Information
           ------------------

  Item 1.       Legal Proceedings.......................................................   16
  -------

  Item 6.       Exhibits and Reports on Form 8-K........................................   16
  -------

SIGNATURES .............................................................................   16

EXHIBIT 27..............................................................................   17
</TABLE>




                                       1
<PAGE>   3



                          PART I. FINANCIAL INFORMATION


ITEM 1.         FINANCIAL STATEMENTS

The following unaudited Statements of Consolidated Operations, Consolidated
Balance Sheets, and Consolidated Cash Flows are of TransTechnology Corporation
and its consolidated subsidiaries (collectively, "the Company"). These reports
reflect all adjustments of a normal recurring nature, which are, in the opinion
of management, necessary for a fair presentation of the results of operations
for the interim periods reflected therein. The results reflected in the
unaudited Statement of Consolidated Operations for the period ended July 2,
2000, are not necessarily indicative of the results to be expected for the
entire year. The following unaudited Consolidated Financial Statements should be
read in conjunction with the notes thereto, and Management's Discussion and
Analysis of Financial Condition and Results of Operations set forth in Item 2 of
Part I of this report, as well as the audited financial statements and related
notes thereto contained in the Company's Annual Report on Form 10-K filed for
the fiscal year ended March 31, 2000.








                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                       2
<PAGE>   4



                      STATEMENTS OF CONSOLIDATED OPERATIONS
                                    UNAUDITED
                  (In Thousands of Dollars, Except Share Data)


<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                      -----------------------------------
                                                       JULY 2, 2000        JUNE 27, 1999
                                                      -------------       ---------------
<S>                                                    <C>                 <C>

Net sales                                              $    84,365         $    55,368
Cost of sales                                               61,186              39,251
Plant consolidation charge                                   1,330                  --
                                                       -----------         -----------
Gross profit                                                21,849              16,117
                                                       -----------         -----------
General, administrative
   and selling expenses                                     14,709              11,185
Interest expense (a)                                         8,932               1,630
Interest income                                                (53)                (63)
Royalty and other income                                      (526)               (232)
                                                       -----------         -----------
Income (loss) before income taxes                           (1,213)              3,597

Income taxes (benefit)                                        (461)              1,439
                                                       -----------         -----------
   Net income (loss)                                   $      (752)        $     2,158
                                                       ===========         ===========
Basic earnings per share:  (Note 1)
   Net income (loss)                                   $     (0.12)        $      0.35
                                                       ===========         ===========

Diluted earnings per share:
   Net income (loss)                                   $     (0.12)        $      0.35
                                                       ===========         ===========

Numbers of shares used in computation
   of per share information:
      Basic                                              6,147,000           6,124,000
      Diluted                                            6,147,000           6,158,000
</TABLE>


See accompanying notes to unaudited consolidated financial statements.

(a) The interest expense for the three month period ended July 2, 2000, includes
    accelerated write-off of fees related to the bridge debt of $1.1 million.





                                       3
<PAGE>   5



                           CONSOLIDATED BALANCE SHEETS
                  (In Thousands of Dollars, Except Share Data)


<TABLE>
<CAPTION>
                                                                                                (UNAUDITED)
                                                                                                JULY 2, 2000      MARCH 31, 2000
                                                                                                ------------      --------------
<S>                                                                                             <C>               <C>
ASSETS
Current assets:
    Cash and cash equivalents                                                                     $   2,392         $   3,350
    Accounts receivable (net of allowance for doubtful accounts
      of $1,353 at July 2, 2000 and $1,129 at March 31, 2000)                                        58,124            61,819
    Inventories                                                                                      66,337            65,744
    Prepaid expenses and other current assets                                                         3,104             1,942
    Deferred income taxes                                                                             1,915             1,872
                                                                                                  ---------         ---------
      Total current assets                                                                          131,872           134,727
                                                                                                  ---------         ---------

Property, plant and equipment                                                                       151,330           153,068
    Less accumulated depreciation and amortization                                                   48,924            47,048
                                                                                                  ---------         ---------
      Property, plant and equipment - net                                                           102,406           106,020
                                                                                                  ---------         ---------

Other assets:
    Notes receivable                                                                                  3,361             3,455
    Costs in excess of net assets of acquired businesses (net of accumulated amortization:
      July 2, 2000, $12,211;  March 31, 2000, $10,933)                                              190,837           192,115
    Patents and trademarks (net of accumulated amortization:                                         20,374            20,809
      July 2, 2000, $1,769;  March 31, 2000, $1,334)
    Deferred income taxes                                                                            10,091             9,987
    Other                                                                                            15,269            15,642
                                                                                                  ---------         ---------
      Total other assets                                                                            239,932           242,008
                                                                                                  ---------         ---------
      Total                                                                                       $ 474,210         $ 482,755
                                                                                                  =========         =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt                                                             $  82,874         $  82,585
    Accounts payable-trade                                                                           22,368            25,550
    Accrued compensation                                                                              7,850            10,359
    Accrued income taxes                                                                              2,194             5,799
    Other current liabilities                                                                        10,501             8,672
                                                                                                  ---------         ---------
      Total current liabilities                                                                     125,787           132,965
                                                                                                  ---------         ---------
Long-term debt payable to banks and others                                                          196,141           194,759
                                                                                                  ---------         ---------
Deferred income taxes                                                                                12,731            11,873
                                                                                                  ---------         ---------
Other long-term liabilities                                                                          12,610            14,275
                                                                                                  ---------         ---------
Stockholders' equity:
    Preferred stock-authorized, 300,000 shares;  none issued                                             --                --
    Common stock-authorized, 14,700,000 shares of $.01 par value;
      issued 6,697,312 at July 2, 2000, and 6,691,232 at March 31, 2000                                  67                67
    Additional paid-in capital                                                                       77,641            77,587
    Retained earnings                                                                                62,571            63,722
    Accumulated other comprehensive loss                                                             (3,980)           (3,157)
    Unearned compensation                                                                              (288)             (267)
                                                                                                  ---------         ---------
                                                                                                    136,011           137,952
    Less treasury stock, at cost - (546,428 shares at July 2, 2000 and
      546,394 at March 31, 2000)                                                                     (9,070)           (9,069)
                                                                                                  ---------         ---------
      Total stockholders' equity                                                                    126,941           128,883
                                                                                                  ---------         ---------
      Total                                                                                       $ 474,210         $ 482,755
                                                                                                  =========         =========
</TABLE>


See accompanying notes to consolidated financial statements.




                                       4
<PAGE>   6



                      STATEMENTS OF CONSOLIDATED CASH FLOWS
                                    UNAUDITED
                            (In Thousands of Dollars)


<TABLE>
<CAPTION>
                                                                                 THREE MONTHS ENDED
                                                                        ----------------------------------
                                                                         JULY 2, 2000       JUNE 27, 1999
                                                                        --------------     ---------------
<S>                                                                     <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)                                                         $    (752)         $   2,158

Adjustments to reconcile net (loss) income to net cash
    (used in) provided by operating activities:
    Depreciation and amortization                                             5,566              3,055
    Provision for losses on notes and accounts receivable                       106                 59
    Loss on sale or disposal of fixed assets                                    133                 37
    Gain on sale of marketable securities                                        (7)                --
    Change in assets and liabilities net of acquisitions:
      Decrease (increase) in accounts receivable                              3,318             (1,507)
      (Increase) decrease in inventories                                     (1,205)             2,201
      Increase in other assets                                                 (741)              (318)
      Decrease in accounts payable                                           (2,434)            (2,931)
      Decrease in accrued compensation                                       (2,457)            (1,061)
      (Decrease) increase in income tax payable                              (3,605)             1,149
      Increase (decrease) in other liabilities                                  886             (1,984)
                                                                          ---------          ---------
    Net cash (used in) provided by operating activities                      (1,192)               858
                                                                          ---------          ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                         (1,768)            (1,628)
Proceeds from sale of fixed assets                                               16                  8
Decrease in notes receivable                                                     97                168
Proceeds from sale of marketable securities                                      11                  3
                                                                          ---------          ---------
    Net cash used in investing activities                                    (1,644)            (1,449)
                                                                          ---------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings                                           25,371             11,200
Payments on long-term debt                                                  (23,076)           (12,557)
Proceeds from issuance of stock under stock option plan                          --                185
Dividends paid                                                                 (399)              (397)
                                                                          ---------          ---------
    Net cash provided by (used in) financing activities                       1,896             (1,569)
                                                                          ---------          ---------

Effect of exchange rate changes on cash                                         (18)               (26)
Decrease in cash and cash equivalents                                          (958)            (2,186)
Cash and cash equivalents at beginning of period                              3,350              2,255
                                                                          ---------          ---------

Cash and cash equivalents at end of period                                $   2,392          $      69
                                                                          =========          =========

Supplemental Information:
Interest payments                                                         $   7,566          $   1,611
Income tax payments                                                       $   1,703          $     549
</TABLE>


--------------------------------

See accompanying notes to unaudited consolidated financial statements.





                                       5
<PAGE>   7


              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                            (In Thousands of Dollars)


NOTE 1.         Earnings Per Share

        Basic earnings per share is computed by dividing net income by the
        weighted-average number of shares outstanding. Diluted earnings per
        share is computed by dividing net income by the sum of the
        weighted-average number of shares outstanding plus the dilutive effect
        of shares issuable through the exercise of stock options.

        The components of the denominator for basic earnings per share and
        diluted earnings per share are reconciled as follows: (in thousands)

<TABLE>
<CAPTION>
                                                 Three Months Ended
                                         ------------------------------------
                                          July 2, 2000         June 27, 1999
                                         --------------       ---------------
<S>                                      <C>                  <C>

Basic Earnings per Share:


  Weighted average common
   shares outstanding                            6,147              6,124
                                               =======            =======

Diluted Earnings per Share:

  Weighted average common
   shares outstanding                            6,147              6,124


  Stock Options (dilutive*)                         --                 34
                                               -------            -------

Denominator for Diluted
  Earnings per Share                             6,147              6,158
                                               =======            =======
</TABLE>


*   Not including anti-dilutive stock options totaling 395 for the three month
    period ended July 2, 2000 and 79 for the three month period ended June 27,
    1999.




                                       6
<PAGE>   8


NOTE 2.         Comprehensive Income

        For the three month periods ended July 2, 2000 and June 27, 1999, other
        comprehensive income is comprised of foreign currency translation
        adjustments and unrealized holding gains and losses on marketable
        securities. Comprehensive income is summarized below.

<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                      -----------------------------------
                                                       July 2, 2000        June 27, 1999
                                                      --------------      ---------------
<S>                                                   <C>                 <C>
Net (loss) income                                         $  (752)            $ 2,158

Other comprehensive income
  (loss), net of tax:

Foreign currency translation
  adjustment                                                 (818)               (258)

Unrealized investment
  holding gain                                                 (5)                  2
                                                          -------             -------

Total comprehensive (loss)
  income                                                  $(1,575)            $ 1,902
                                                          =======             =======
</TABLE>


NOTE 3.         Inventories

        Inventories are summarized as follows:

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                      -----------------------------------
                                                       July 2, 2000       March 31, 2000
                                                      --------------     ----------------
<S>                                                   <C>                <C>
Finished goods                                            $23,894             $24,012

Work in process                                            18,558              18,367

Purchased and
  manufactured parts                                       23,885              23,365
                                                         --------            --------

  Total inventories                                       $66,337             $65,744
                                                         ========            ========
</TABLE>




                                       7
<PAGE>   9


NOTE 4.         Long-term Debt Payable to Banks and Others

        Long-term debt payable, including current maturities, consisted of the
following:

<TABLE>
<CAPTION>
                                                                                 July 2, 2000        March 31, 2000
                                                                               ----------------    ------------------
<S>                                            <C>               <C>           <C>                 <C>

Revolver                                         -                8.67%                   -         $   154,723
Revolver                                         -                8.83%         $   148,079                   -
Revolver                                         -               10.75%              10,000                   -

Term loan                                        -                8.69%                   -              46,250
Term loan                                        -                9.44%              44,375                   -

Bridge loan                                      -               15.44%                   -              75,000
Bridge loan                                      -               16.69%              75,211                   -

Other                                                                                 1,350               1,371
                                                                                -----------         -----------
                                                                                    279,015             277,344
Less current maturities                                                              82,874              82,585
                                                                                -----------         -----------

Total                                                                           $   196,141         $   194,759
                                                                                ===========         ===========
</TABLE>

        Credit Agreement

        Effective August 31, 1999, the Company's revolving credit facility (the
        "Revolver") was amended and increased from $145.0 million to $200.0
        million, and additional term debt (the "Term Loan") of $50.0 million and
        senior subordinated debt (the "Bridge Loan") of $75.0 million were
        obtained in order to provide the necessary funds for the Tinnerman
        acquisition (as defined in Note 4 below). Credit was provided by the
        same group of lending banks plus several new lending banks. The Revolver
        and Term Loan have a maturity of five years. The Bridge Loan has an
        initial maturity of one year, after which time the Bridge Loan
        automatically converts to a term loan subject to, among other things, an
        early payment premium and the issuance of stock warrants (as more fully
        described below). The stock warrants would provide for the lenders to
        obtain up to ten percent of the shares of the Company's stock (on a
        fully diluted basis) after August 31, 2000. The Company is currently
        making arrangements to replace the Bridge Loan before August 31, 2000
        with alternative long term subordinated debt under terms more favorable
        to the Company. The Bridge Loan contains a provision for exit fees of
        approximately $2.1 million. The Company has included $1.1 million of
        costs related to the Bridge Loan replacement in interest expense during
        the three month period ended July 2, 2000. The balance of the Bridge
        Loan replacement costs will be expensed through the time of its
        replacement, which is expected to be on or about August 31, 2000.

        The Company has unused borrowing capacity for both domestic and
        international operations of $36.9 million as of July 2, 2000 and letters
        of credit of $4.9 million. The Revolver and Term Loan are secured by all
        of the Company's assets. As of July 2, 2000, the Company had total
        borrowings of $277.7 million under the amended agreements which have a
        weighted-average interest rate of 11.18%. The Company had $1.4 million
        of other borrowings consisting of collateralized borrowing arrangements



                                       8

<PAGE>   10

        with fixed interest rates of 3% and 3.75%, and loans on life insurance
        policies owned by the Company with a fixed interest rate of 5%.

        Borrowings under the Revolver as of July 2, 2000, were $158.1 million.
        Interest on the Revolver is tied to the primary bank's prime rate or, at
        the Company's option, the London Interbank Offered Rate ("LIBOR"), plus
        a margin that varies depending upon the Company's achievement of certain
        operating results. As of July 2, 2000, $148.1 million of the Company's
        outstanding borrowings utilized LIBOR, of which $123.0 million were
        payable in U.S. Dollars and $5.4 million and $19.6 million were payable
        in Deutsche marks and Pounds sterling, respectively.

        Borrowings under the Term Loan as of July 2, 2000, were $44.4 million of
        which $7.5 million is due within one year, $9.4 million is due in year
        two, $10.0 million is due in year three, $13.7 million is due in year
        four, and $3.8 million is due upon maturity in year five.

        Borrowings under the Bridge Loan as of July 2, 2000, were $75.2 million,
        all of which is considered to be short term. Interest on the Bridge Loan
        is based on LIBOR plus a margin (which is currently 10%) subject to an
        overall maximum interest rate of 18%. The Bridge Loan matures on August
        31, 2000, after which time, unless replaced, it converts automatically
        to senior subordinated term debt with additional provisions. The major
        additional provisions of the resulting term debt provide for the Company
        to issue stock warrants from an escrow agreement entered into on August
        31, 1999 to the debt holders for 731,197 shares of the Company's stock
        exercisable at par value (or $.01) per share, representing ten percent
        of the common equity of the Company on a fully diluted basis after
        giving effect to the warrants. Other provisions of the resulting term
        debt include various repayment premiums during the first seven years of
        the term, an overall maximum interest rate of 18% and the right of the
        holders of the Bridge Loan to require the Company to exchange this term
        debt for a class of debt securities which the Company would be required
        to register for public distribution. The Company is currently making
        arrangements to replace the Bridge Loan prior to its maturity and,
        therefore, does not expect to be subject to the provisions of the term
        debt which would become effective on the Bridge Loan maturity date which
        is August 31, 2000.

        The credit agreements require the Company to maintain interest rate
        protection on a minimum of $125.0 million of its variable rate debt. The
        Company has, accordingly, provided for this protection by means of
        interest rate swap agreements which have fixed the rate of interest on
        $50.0 million of debt at a base rate of 5.48% through May 4, 2002, and
        $75.0 million of debt at a base rate of 6.58% through March 3, 2003.
        Under the agreement, the base interest rate is added to the applicable
        interest rate margin to determine the total interest rate in effect. The
        credit agreement also limits the Company's ability to pay dividends to
        25% of net income and restricts annual capital expenditures to $12.0
        million through 2001, $13.0 million in 2002, and $15.0 million
        thereafter, as well as other customary financial covenants.

        OTHER

        Other long-term debt is comprised principally of collateralized
        borrowing arrangements with fixed interest rates of 3% and 3.75% and
        loans on life insurance policies owned by the Company with a fixed
        interest rate of 5%.




                                        9
<PAGE>   11


NOTE 5.         Acquisitions

        On August 31, 1999, the Company acquired substantially all of the assets
        and assumed certain liabilities, consisting primarily of trade debts and
        accrued expenses of the Engineered Fasteners Division and its Tinnerman
        product line (collectively referred to as "Tinnerman") of Eaton
        Corporation for a total purchase price of $173.3 million in cash.
        Tinnerman has 650 employees and manufactures a wide variety of fastening
        devices for the automotive, business equipment, consumer electronics and
        home appliance markets. Tinnerman has manufacturing facilities in
        Brunswick and Massillon, Ohio and Hamilton, Ontario, Canada.

        On July 19, 1999, the Company acquired all the outstanding capital stock
        of Ellison Holdings PLC, a privately held company, and its German
        affiliate Ellison, Rotettges & Co. GmbH (collectively referred to as
        "Ellison") for $13.8 million in cash, a $0.4 million note payable 24
        months from the date of acquisition and other contingent consideration.
        Ellison, headquartered in Glusburn, West Yorkshire, England,
        manufactures retaining and snap rings as well as lockwashers for the
        automotive, heavy vehicle and industrial markets. The allocation of the
        purchase price to the assets and liabilities of Ellison is preliminary
        pending final purchase price adjustments, if any. As part of the
        acquisition plan, the Company closed its existing Anderton facility in
        Bingley, U.K. and consolidated that operation with the Ellison facility.
        In the quarter ended September 26, 1999, the Company recorded a $4.5
        million charge for the consolidation. The charge consisted of $3.8
        million, principally related to the write-down of Anderton's assets no
        longer being used to estimated realizable values and other costs
        directly related to the exit of the facility, and approximately $0.7
        million for severance and related benefit payments to approximately 100
        Anderton employees. In the quarter ended March 31, 2000, $1.0 million
        was charged to cost of sales primarily due to excess overtime incurred
        to produce parts pending customer approval on first part production
        lots.

        In addition, in the quarter ended July 2, 2000, the Company recorded a
        $1.3 million charge to cost of sales primarily related to excess
        overtime to produce parts.

        On July 28, 1998, the Company acquired all of the outstanding stock of
        NORCO, Inc. ("NORCO") for $17.7 million in cash, including direct
        acquisition costs, and other contingent consideration. NORCO, located in
        Ridgefield, Connecticut, produces aircraft engine compartment hold open
        rods, actuators and other motion control devices for the aerospace
        industry.

        On June 29, 1998, the Company acquired all of the outstanding stock of
        Aerospace Rivet Manufacturers Corporation ("ARM") for $26.2 million in
        cash, including direct acquisition costs, and other contingent
        consideration. ARM, located in City of Industry, California, produces
        rivets and externally threaded fasteners for the aerospace industry.

        The Company has accounted for the above-mentioned acquisitions under the
        purchase method of accounting and each acquisition has been consolidated
        with the Company, beginning on the effective date of each acquisition.
        The excess of the purchase price over the fair value of the net assets
        acquired is included in the accompanying Consolidated Balance Sheets
        under the caption "Costs in excess of net assets of acquired businesses"
        and is being amortized over 40 years.



                                       10
<PAGE>   12



        The following summarizes the Company's unaudited pro forma information
        as if the Ellison and Tinnerman acquisitions had occurred on April 1,
        1999. The pro forma information is based on historical results of
        operations, adjusted for acquisition costs, additional interest expense,
        amortization of goodwill, additional depreciation and income taxes. It
        is not necessarily indicative of what the results would have been had
        the Company operated the acquired entities since April 1, 1999.

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                          June 27, 1999
                                                        -----------------
        <S>                                                  <C>

        Net sales                                          $   81,024
                                                        -----------------

        Net income                                         $      966
                                                        -----------------

        Basic earnings per share                           $     0.16
                                                        -----------------

        Diluted earnings per share                         $     0.16
                                                        -----------------

        Basic shares                                        6,124,000

        Diluted shares                                      6,158,000
</TABLE>


NOTE 6.         New Accounting Pronouncements

        Statement of Financial Accounting Standards ("SFAS") No. 133,
        "Accounting for Derivative Instruments and Hedging Activities," was
        issued in June 1998 and, as amended by SFAS No. 137, "Accounting for
        Derivative Instruments and Hedging Activities - Deferral of the
        Effective Date of SFAS Statement No. 133" in June 1999, is effective for
        the Company for its fiscal year ending March 31, 2002. SFAS No. 133
        requires that all derivative instruments be measured at fair value and
        recognized in the balance sheet as either assets or liabilities.

        Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in
        Financial Statements" was issued in December 1999 and, as amended by SAB
        101b, "Second Amendment: Revenue Recognition in Financial Statements",
        defers implementation of SAB 101 until no later than the fourth quarter
        of fiscal 2001.

        The Company is currently evaluating the impact that the foregoing two
        pronouncements will have on its consolidated financial statements.




                                       11
<PAGE>   13


NOTE 7.         Disclosures about Segments and Related Information

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                 -------------------------------------
                                                  July 2, 2000          June 27, 1999
                                                 --------------        ---------------
<S>                                                 <C>                   <C>

Sales:
  Specialty fastener products (a)                   $  68,938             $  41,184
  Aerospace products                                   15,427                14,184
                                                    ---------             ---------
    Total                                           $  84,365             $  55,368
                                                    =========             =========
Operating profit
  Specialty fastener products                       $   7,180             $   4,227
  Aerospace products                                    3,553                 3,223
                                                    ---------             ---------
    Total                                           $  10,733             $   7,450
Corporate expense                                      (3,130)               (2,394)
Corporate interest and
  other income                                            116                   171
Interest expense (b)                                   (8,932)               (1,630)
                                                    ---------             ---------
Income before income taxes                          $  (1,213)            $   3,597
                                                    =========             =========
</TABLE>


(a)     The results of operations of the Specialty Fasteners Products segment
        for the three month period ended July 2, 2000 includes a charge of $1.3
        million related to the consolidation of its two U.K. plants.

(b)     Interest expense for the three month period ended July 2, 2000 includes
        an accelerated write-off of fees related to bridge debt of $1.1 million.



                                       12
<PAGE>   14


ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

All references to three month periods in this Management's Discussion refer to
the three month period ended July 2, 2000 for fiscal year 2001 and the three
month period ended June 27, 1999 for fiscal year 2000. Also, when referred to
herein, operating profit means net sales less operating expenses, without
deduction for general corporate expenses, interest and income taxes. Unless
otherwise indicated, amounts per share refer to diluted amounts per share.

Sales for the three month period in 2001 were $84.4 million, a $29.0 million, or
52%, increase from the comparable period in 2000. Gross profit was $21.8 million
for the three month period in 2001, up $5.7 million, or 35%, from the comparable
period in 2000. Operating profit for the three month period in 2001 was $10.7
million, an increase of $3.3 million, or 44%, from the comparable period in
2000. Operating profit for the period ended July 2, 2000, includes a $0.5
million charge from unrealized mark-to-market valuation on outstanding forward
currency hedges of forecasted future currency exposures at its European
retaining rings businesses. Changes in sales, operating profit and new orders
from continuing operations are discussed below by segment.

Net loss for the three month period in 2001 was ($0.8) million, or ($0.12) per
share, compared to net income of $2.2 million, or $0.35 per share, for the
comparable period in 2000. As further discussed below, the decreased earnings
performance in 2001 resulted primarily from the additional expenses associated
with the consolidation of the Company's U.K. operations. Interest expense
increased $7.3 million for the three month period in 2001, primarily as a result
of additional borrowings to fund the Ellison and Tinnerman acquisitions. In
addition, interest expense in the three month period in 2001 included a charge
of $1.1 million related to the Bridge Loan. New orders received during the three
month period in 2001 totaled $84.3 million, an increase of $27.6 million, or
47%, from the comparable period in 2000. At July 2, 2000, total backlog of
unfilled orders was $109.5 million, compared to $89.0 million at June 27, 1999.

SPECIALTY FASTENER PRODUCTS SEGMENT

Sales for the Specialty Fastener Products segment were $68.9 million for the
three month period in 2001, an increase of $27.8 million, or 67%, from the
comparable period in 2000. The increase was primarily due to the acquisitions of
Ellison and Tinnerman.

Operating profit for the three month period in 2001 was $7.2 million, an
increase of $3.0 million, or 70%, from the comparable period in 2000. The
increase was primarily due to the acquisitions of Ellison and Tinnerman, offset
by decreased operating profit at ARM and additional U.K. plant consolidation
costs of $1.3 million. During the period ended July 2, 2000, the Company
received $0.9 million from an insurance company relating to lost sales and
inventory damaged in a flood of which the estimated gross profit of $0.4 million
was recognized as other income at the operating unit. Reduced demand in the



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domestic airframe construction industry and competitive price pressures in
general have continued to adversely affect operating profit for ARM.

New orders for the three month period in 2001 were $70.8 million, an increase of
$30.7 million, or 74%, from the comparable period in 2000, reflecting primarily
the Ellison and Tinnerman acquisitions. Backlog of unfilled orders at July 2,
2000 was $67.2 million, compared to $42.8 million at June 27, 1999.

AEROSPACE PRODUCTS SEGMENT

Sales for the Aerospace products segment were $15.4 million for the three month
period in 2001, an increase of $1.2 million, or 9%, from the comparable period
in 2000.

Operating profit for the three month period in 2001 was $3.6 million, an
increase of $0.3 million, or 10%, from the comparable period in 2000.

New orders for the three month period in 2001 were $13.6 million, versus $16.6
million in 2000, a $3.1 million, or 19%, reduction for the comparable period in
2000. Bookings for the quarter ended July 2, 2000 at the Company's
Breeze-Eastern division were below the comparable period ended June 27, 1999,
which reflected abnormally high bookings levels. Backlog of unfilled orders at
July 2, 2000, was $42.3 million, compared to $46.2 million at June 27, 1999.

LIQUIDITY AND CAPITAL RESOURCES

The Company's debt-to-capitalization ratio was 69% as of July 2, 2000, compared
to 68% as of March 31, 2000. The current ratio at July 2, 2000 was 1.05,
compared to 1.01 at March 31, 2000. Working capital was $6.1 million as of July
2, 2000, up $4.3 million from March 31, 2000. Management believes that the
Company's anticipated cash flow from operations, combined with the bank credit
agreement described above, will be sufficient to support working capital
requirements, capital expenditures and dividend payments at their current or
expected levels. Capital expenditures and dividend payments for the three month
period ended July 2, 2000 were $1.8 million and $0.4 million respectively.

In August 2000, the Company received $1.0 million for the sale of the Anderton,
Bingley, England facility.

EURO CURRENCY

Effective January 1, 1999, eleven countries comprising the European Union
established fixed foreign currency exchange rates and adopted a common currency
unit designated as the "Euro." The Euro has since become publicly traded and is
currently used in commerce during the present transition period which is
scheduled to end January 1, 2002, at which time a Euro denominated currency is
scheduled to be issued and is intended to replace those currencies of the eleven
member countries. The transition to the Euro has not resulted in problems for
the Company to date, and is not expected to have any material adverse impact on
the Company's future operations.




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ITEM 3.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Company is exposed to various market risks, including changes in foreign
currency exchange rates and interest rates. Market risk is the potential loss
arising from adverse changes in market rates and prices, such as foreign
currency exchange and interest rates. The Company does not enter into
derivatives or other financial instruments for trading or speculative purposes.
The Company enters into financial instruments to manage and reduce the impact of
changes in foreign currency exchange rates and interest rates. The counter
parties are major financial institutions.

The Company uses forward exchange contracts principally to hedge the currency
fluctuations in transactions denominated in foreign currencies, thereby limiting
the Company's risk that would otherwise result from changes in exchange rates.
The principal transactions hedged are intercompany loans, intercompany purchases
and trade flows. Gains and losses on forward foreign exchange contracts and the
offsetting gains and losses on hedged transactions are reflected in the
Statement of Consolidated Operations.

At July 2, 2000, the Company had outstanding forward exchange contracts to
purchase and sell $24.3 million of various currencies (Deutsche marks, Pounds
sterling and the Euro). At July 2, 2000, if all forward contracts were closed
out, the Company would receive approximately $0.8 million (the difference
between the fair value of all outstanding contacts and the contract amounts). A
10% fluctuation in exchange rates for these currencies against the U.S. dollar
would change the fair value of the outstanding exchange contracts by $1.0
million. However, since these contracts hedge foreign currency denominated
transactions, any change in the fair value of the contracts would be offset by
changes in the underlying value of the transaction being hedged.

The Company enters into interest rate swap agreements to manage its exposure to
interest rate changes. The swaps involve the exchange of fixed and variable
interest rate payments without exchanging the notional principal amount.
Payments or receipts on the swap agreements are recorded as adjustments to
interest expense. At July 2, 2000, the Company had entered into interest rate
swap agreements to convert $125.0 million of floating interest rate debt to
fixed rate. At July 2, 2000, the fair value of these swap agreements was
approximately $2.1 million.




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<PAGE>   17


                           PART II. OTHER INFORMATION



ITEM 1.         LEGAL PROCEEDINGS

        The Company is engaged in various legal proceedings incidental to its
        business. It is the opinion of management that, after taking into
        consideration information furnished by its counsel, these matters will
        not have a material effect on the Company's consolidated financial
        position or the results of the Company's operations in future periods.



ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits

        27      Financial Data Schedule


(b)     No reports on Form 8-K were filed during the quarter ended July 2, 2000.




                                   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 thereunto duly authorized.


                           TRANSTECHNOLOGY CORPORATION
                                  (Registrant)


Dated: August 14, 2000         By:    /s/Joseph F. Spanier
                                   ---------------------------------------------
                                   JOSEPH F. SPANIER, Vice President
                                    Treasurer and Chief Financial Officer*


        *On behalf of the Registrant and as Principal Financial and Accounting
Officer.



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