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

Date of Report (date of earliest event reported): ~~November~~December 262, 2003

SPS TECHNOLOGIES, INC.

(Exact name of registrant as specified in charter)

Pennsylvania

1-4416

23-1116110

(State or other jurisdiction

of incorporation)

(Commission file number)

(IRS employer

identification no.)

Two Pitcairn Place, Suite 200

165 Township Line Road

Jenkintown, Pennsylvania 19046

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:

(215) 517-2000

ITEM 5. OTHER EVENTS.

On ~~November~~December 262, 2003, SPS Technologies, Inc. ~~issued~~(“SPS”) aannounced ~~press release announcing~~ that itits shareholders had ~~entered~~approved ~~into a memorandum of understanding with counsel to~~ the ~~plaintiffs in a lawsuit related to its~~ proposed acquisition ~~merger~~of ~~with~~SPS by Precision Castparts Corp. ~~The lawsuit was originally filed on October 3, 2003, as a class action complaint in the Court of Common Pleas of Montgomery County Pennsylvania, naming as defendants SPS,~~ (“PCC ~~and each member of the SPS board of directors~~”). The ~~lawsuit was subsequently re-filed as a shareholder derivative action on November 10, 2003. A copy of the~~ press release is filed as Exhibit 99.1 to ~~this~~ ~~report. In connection with the memorandum of understanding, SPS agreed to make the additional disclosures set forth in Exhibit 99.2 to~~ this report ~~with respect to its proposed merger with PCC~~.

On December 3, 2003, PCC and SPS issued a joint press release announcing the preliminary results of the merger consideration elections made by SPS shareholders with respect to the acquisition of SPS by PCC. The press release is filed as Exhibit 99.2 to this report.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)

Financial Statements of Business Acquired: Not Applicable

(b)

Pro Forma Financial Information: Not Applicable

(c)

Exhibits:

99.1 Press Release of SPS Technologies, Inc. issued on ~~November~~December 262, 2003

99.2 Joint Press Release of Precision Castparts Corp. and SPS Technologies, Inc. ~~Disclosures~~issued on December 3, 2003

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.

	~~SPS TECHNOLOGIES, INC.~~	SPS TECHNOLOGIES, INC.
Date: November 26, 2003	By:	/s/ JAMES D. DEE
Date: December 3, 2003		By:	/s/ JAMES D. DEE
		~~James D. Dee Vice President, General Counsel and Secretary~~	James D. Dee Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release of SPS Technologies, Inc. issued on ~~November~~December 262, 2003
99.2		Joint Press Release of Precision Castparts Corp. and SPS Technologies, Inc. ~~Disclosures~~issued on December 3, 2003

Filing Compare · SPS TECHNOLOGIES INC