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




Date of Report (Date of earliest event reported)     February 24, 2006
                                                --------------------------------


                                  SIMCLAR, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specifyed in its charter)

           Florida                      0-14659                59-1709103
--------------------------------------------------------------------------------
(State or other jurisdiction         (Commission             (IRS Employer
      of incorporation)              File Number)           Identification No.)

       2230 West 77th Street, Hialeah, Florida               33016
--------------------------------------------------------------------------------
       (Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code      (305) 556-9210
                                                  ------------------------------


--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K fyling is intended to
simultaneously satisfy the fyling obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

Item 1.01  Entry Into a Material Definitive Agreement.

      The disclosure set forth in Item 2.01 below concerning the Company's
acquisition of certain assets of Litton Systems, Inc. and borrowings under its
credit facilities with the Bank of Scotland is hereby incorporated by reference
into this Item 1.01.

Item 2.01  Completion of Acquisition or Disposition of Assets.

      On February 24, 2006, Simclar, Inc. ("Simclar" or "Company") and Simclar
Interconnect Technologies, Inc., its newly-formed wholly owned subsidiary
("Simclar IT") purchased certain U.S. assets associated with the backplane
assembly business of the Interconnect Technologies Division of Litton Systems,
Inc. ("Litton"), a subsidiary of Northrop Grumman Corporation, for $16 million
in cash (subject to certain purchase price adjustments) and the assumption of
certain liabilities (the "Acquisition"). At the same time, Simclar's parent
company in the United Kingdom, Simclar Group Limited, also acquired from Litton
Systems International, Inc. and Litton U.K. Ltd. all of the share equity of
Litton Electronics (Suzhou) Co. Ltd., a subsidiary organized in China, and
certain assets of the Interconnect Technologies Division assembly business in
the U.K., respectively, through its subsidiary Simclar Interconnect Technologies
Limited.

      In connection with the Acquisition, the Company and Simclar IT entered
into an occupancy agreement pursuant to which Simclar IT will occupy space in
Litton's Springfield, Missouri facility for a period of up to twelve months, and
a transition services agreement pursuant to which Litton will provide certain
administrative services to the Company and Simclar IT to support its operations
during the occupancy period.

      The Company financed the purchase of the assets under its recently amended
term loan facility with the Bank of Scotland ("BoS"). Of the $16 million
borrowed under the amended facility, $13 million of the principal will be
repayable in quarterly installments commencing December 31, 2006 and through
December 31, 2012. Interest on this portion of the borrowings will be payable
quarterly at one, three or six month LIBOR (as elected by the Company) plus
2.5%. The $3 million balance of the borrowings under the amended facility will
be repayable in one lump sum on December 31, 2010. Interest on this portion of
the borrowings will be payable quarterly at one, three or six month LIBOR (as
elected by the Company ) plus 3.5%. In addition, there is a redemption fee of
$400,000 payable on December 31, 2010.

      In connection with the loan, the Company, Simclar IT and other
subsidiaries entered into an amended security agreement, pusuant to which BoS
was granted a security interest in substantially all of their respective assets
to secure the Company's borrowings under its credit facilities, and a guaranty
pursuant to which Simclar IT guarantied the obligations of the Company to BoS
under the credit facilities. Additionally, the Company and Simclar (Mexico),
Inc. entered into an amended pledge agreement, pursuant to which all of the
shares owned by the Company in its subsidiaries were pledged as security for the
Company's obligations to BoS under the credit facilities.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an
           Off-Balance Sheet Arrangement of a Registrant.

      The disclosure set forth in Item 2.01 above concerning the Company's
borrowings under its credit facilities with Bank of Scotland is incorporated by
reference into this Item 2.03.

Item 8.01  Other Events

      On February 27, 2006, the Company issued a press release announcing the
completion of the Acquisition. The press release is included as Exhibit 99 to
this Form 8-K and is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

      The assets acquired by the Company from Litton Systems, Inc. were not
accounted for by Litton as a separate "business," and accordingly the associated
operations were not separately accounted for, nor were separate financial
statements prepared for the "business." Consequently, the Company is unable to
supply financial statements of the acquired "business" as required by Rule
3-05(b) of Regulation S-X. The Company will supply an audited statement of the
assets and liabilities acquired in an amendment to this Current Report on Form
8-K within 71 calendar days after the date of filing of this report.

                                       2
<PAGE>

(b) Pro forma financial information

      For the reasons stated in paragraph (a) of this Item 9.01, the Company is
unable to supply the pro forma financial information required by Article 11 of
Regulation S-X with respect to the "business" represented by the acquired
assets.

(c) Exhibits.

      The following exhibit is filed with this report:


Exhibit
Number                          Exhibit Description

99.1       Press Release, dated February 27, 2006, entitled "Simclar, Inc.
           Announces Acquisition of Litton Systems, Inc.'s Interconnect
           Assembly Business."



                                       3
<PAGE>

                                   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.


                                              Simclar, Inc.


Date: March 2, 2006                           By: /S/ Barry J. Pardon
                                                  ------------------------------
                                                  Barry J. Pardon, President





                                       4
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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

Date of Report (Date of earliest event reported)     February 24, 2006
                                                --------------------------------

                                  SIMCLAR, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specifyed in its charter)

           Florida                      0-14659                59-1709103
--------------------------------------------------------------------------------
(State or other jurisdiction         (Commission             (IRS Employer
      of incorporation)              File Number)           Identification No.)

       2230 West 77th Street, Hialeah, Florida               33016
--------------------------------------------------------------------------------
       (Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code      (305) 556-9210
                                                  ------------------------------

--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K fyling is intended to
simultaneously satisfy the fyling obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))
Item 1.01  Entry Into a Material Definitive Agreement.

      The disclosure set forth in Item 2.01 below concerning the Company's
acquisition of certain assets of Litton Systems, Inc. and borrowings under its
credit facilities with the Bank of Scotland is hereby incorporated by reference
into this Item 1.01.

Item 2.01  Completion of Acquisition or Disposition of Assets.

      On February 24, 2006, Simclar, Inc. ("Simclar" or "Company") and Simclar
Interconnect Technologies, Inc., its newly-formed wholly owned subsidiary
("Simclar IT") purchased certain U.S. assets associated with the backplane
assembly business of the Interconnect Technologies Division of Litton Systems,
Inc. ("Litton"), a subsidiary of Northrop Grumman Corporation, for $16 million
in cash (subject to certain purchase price adjustments) and the assumption of
certain liabilities (the "Acquisition"). At the same time, Simclar's parent
company in the United Kingdom, Simclar Group Limited, also acquired from Litton
Systems International, Inc. and Litton U.K. Ltd. all of the share equity of
Litton Electronics (Suzhou) Co. Ltd., a subsidiary organized in China, and
certain assets of the Interconnect Technologies Division assembly business in
the U.K., respectively, through its subsidiary Simclar Interconnect Technologies
Limited.

      In connection with the Acquisition, the Company and Simclar IT entered
into an occupancy agreement pursuant to which Simclar IT will occupy space in
Litton's Springfield, Missouri facility for a period of up to twelve months, and
a transition services agreement pursuant to which Litton will provide certain
administrative services to the Company and Simclar IT to support its operations
during the occupancy period.

      The Company financed the purchase of the assets under its recently amended
term loan facility with the Bank of Scotland ("BoS"). Of the $16 million
borrowed under the amended facility, $13 million of the principal will be
repayable in quarterly installments commencing December 31, 2006 and through
December 31, 2012. Interest on this portion of the borrowings will be payable
quarterly at one, three or six month LIBOR (as elected by the Company) plus
2.5%. The $3 million balance of the borrowings under the amended facility will
be repayable in one lump sum on December 31, 2010. Interest on this portion of
the borrowings will be payable quarterly at one, three or six month LIBOR (as
elected by the Company ) plus 3.5%. In addition, there is a redemption fee of
$400,000 payable on December 31, 2010.

      In connection with the loan, the Company, Simclar IT and other
subsidiaries entered into an amended security agreement, pusuant to which BoS
was granted a security interest in substantially all of their respective assets
to secure the Company's borrowings under its credit facilities, and a guaranty
pursuant to which Simclar IT guarantied the obligations of the Company to BoS
under the credit facilities. Additionally, the Company and Simclar (Mexico),
Inc. entered into an amended pledge agreement, pursuant to which all of the
shares owned by the Company in its subsidiaries were pledged as security for the
Company's obligations to BoS under the credit facilities.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an
           Off-Balance Sheet Arrangement of a Registrant.

      The disclosure set forth in Item 2.01 above concerning the Company's
borrowings under its credit facilities with Bank of Scotland is incorporated by
reference into this Item 2.03.

Item 8.01  Other Events

      On February 27, 2006, the Company issued a press release announcing the
completion of the Acquisition. The press release is included as Exhibit 99 to
this Form 8-K and is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

      The assets acquired by the Company from Litton Systems, Inc. were not
accounted for by Litton as a separate "business," and accordingly the associated
operations were not separately accounted for, nor were separate financial
statements prepared for the "business." Consequently, the Company is unable to
supply financial statements of the acquired "business" as required by Rule
3-05(b) of Regulation S-X. The Company will supply an audited statement of the
assets and liabilities acquired in an amendment to this Current Report on Form
8-K within 71 calendar days after the date of filing of this report.

                                       2
(b) Pro forma financial information

      For the reasons stated in paragraph (a) of this Item 9.01, the Company is
unable to supply the pro forma financial information required by Article 11 of
Regulation S-X with respect to the "business" represented by the acquired
assets.

(c) Exhibits.

      The following exhibit is filed with this report:

Exhibit
Number                          Exhibit Description

99.1       Press Release, dated February 27, 2006, entitled "Simclar, Inc.
           Announces Acquisition of Litton Systems, Inc.'s Interconnect
           Assembly Business."

                                       3
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.

                                              Simclar, Inc.

Date: March 2, 2006                           By: /S/ Barry J. Pardon
                                                  ------------------------------
                                                  Barry J. Pardon, President

                                       4