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): December 1, 2005
ESCO TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Charter)
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Missouri
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1-10596
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43-1554045 |
(State or Other
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(Commission
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(I.R.S. Employer |
Jurisdiction of Incorporation)
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File Number)
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Identification No.) |
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9900A Clayton Road, St. Louis, Missouri
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63124-1186 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: 314-213-7200
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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Written 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 (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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Pre-commencement communications pursuant to Rule 13e-4 (c) under the
Exchange Act (17 CFR 240.13e-4 (c) ) |
ITEM 7.01. REGULATION FD DISCLOSURE
The Registrant intends to make a company presentation today, December 1, 2005, and to include
the presentation charts on its web site. The related press release and the information that will
be included on the Registrants web site are attached as Exhibits 99.1 and 99.2 to this Form 8-K.
This information updates previous company presentations, and includes the Registrants five-year
financial objectives, a summary of the Registrants strategy, and an overview of each of the
Registrants three business segments.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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Exhibit No. |
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Description of Exhibit |
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99.1
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Press release dated December 1, 2005. |
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99.2
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Information included on Registrants web site as of December 1, 2005. |
The furnishing of these Exhibits is not intended to constitute a representation that such
furnishing is required by Regulation FD or that the information they contain includes material
investor information that is not otherwise publicly available. Statements in Exhibits 99.1 and
99.2 that are not strictly historical are forward-looking statements within the meaning of the
safe harbor provisions of the federal securities laws. Investors are cautioned that such
statements are only predictions, and speak only as of December 1, 2005. The Registrant does not
assume any obligation to update such information in the future. The Registrants actual results in
the future may differ materially from those projected in the forward-looking statements due to
risks and uncertainties that exist in the Registrants operations and business environment
including, but not limited to: the timing and content of purchase order releases under the PG&E
contract and the Registrants successful performance of the PG&E contract; weakening of economic
conditions in served markets; changes in customer demands or customer insolvencies; competition;
the availability of select acquisitions on acceptable terms; intellectual property rights; the
success and timing of real estate sales; technical difficulties; delivery delays or defaults by
customers; termination for convenience of customer contracts; timing and magnitude of future
contract awards; performance issues with key suppliers and subcontractors; collective bargaining
and labor disputes; material changes in the costs of certain raw materials; changes in laws and
regulations including changes in accounting standards and taxation requirements; changes in foreign
or U.S. business conditions affecting the distribution of foreign earnings; costs relating to
environmental matters; litigation uncertainty; and the Registrants successful execution of
internal operating plans.
SIGNATURE
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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ESCO TECHNOLOGIES INC.
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Dated: December 1, 2005 |
By: |
/s/G.E. Muenster
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G. E. Muenster |
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Senior Vice President and
Chief Financial Officer |
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