UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 12, 2007
ESCO TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Charter)
Missouri 1-10596 43-1554045
(State or Other (Commission (I.R.S. Employer
Jurisdiction of Incorporation) File Number) Identification No.)
9900A Clayton Road, St. Louis, Missouri 63124-1186
(Address of Principal Executive Offices) (Zip Code)
Registrant's 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:
[ ] 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 240.113d-4 (c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Today, November 12, 2007, the Registrant is issuing a press release (Exhibit
99.1 to this report) announcing its fiscal year 2007 fourth quarter and full
year financial and operating results. See Item 7.01, Regulation FD Disclosure
below.
ITEM 5.02(b) DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
OF CERTAIN OFFICERS
Effective November 9, 2007, William S. Antle III resigned as a director of the
Registrant and as a member of the Executive Committee and the Audit and Finance
Committee.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
Effective November 9, 2007, the Board of Directors of the Registrant amended
Article Five Capital Stock of its Bylaws by adding the following section:
Section 5.6 Book-Entry Ownership and Transfer of Stock. As an alternative to
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stock ownership and transfer by certificate, upon direction by the Chairman of
the Board or the President, the stock of the Corporation may be included in a
direct registration system operated by a securities depository and available for
stocks traded on the New York Stock Exchange, under which the stock may be
issued, recorded, owned and transferred electronically in book-entry form.
Effective November 9, 2007, the Board of Directors of the Registrant amended the
last sentence of Section 2.5 Voting of Article Two Shareholders' Meetings of its
Bylaws to read as follows:
A shareholder may vote either in person or by proxy, executed in writing by the
shareholder or by his duly authorized attorney-in-fact, or by electronic
(internet and/or telephone) voting.
ITEM 7.01 REGULATION FD DISCLOSURE
Today, the Registrant is issuing a press release announcing its fiscal year 2007
fourth quarter and full year financial and operating results, and will conduct a
related Webcast conference call at 4:00 p.m. central time. This press release is
furnished herewith as Exhibit 99.1, and will be posted on the Registrant's
website located at http://www.escotechnologies.com. It can be viewed through the
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"Investor Relations" page of the website under the tab "Press Releases,"
although the Registrant reserves the right to discontinue that availability at
any time.
NON-GAAP FINANCIAL MEASURES
The press release furnished herewith as Exhibit 99.1 contains financial measures
and financial terms not calculated in accordance with generally accepted
accounting principles in the United States of America ("GAAP") in order to
provide investors and management with an alternative method for assessing the
Registrant's operating results in a manner that is focused on the performance of
the Registrant's ongoing operations and expected future performance. The
Registrant has provided definitions below for the non-GAAP financial measures
utilized in the press release, together with an explanation of why management
uses these measures, and why management believes that these non-GAAP financial
measures are useful to investors.
The press release uses the non-GAAP measures of "EBIT", "EBIT margin", "Test
segment EBIT-Operational" and expected 2008 "EPS-Adjusted Basis". The Registrant
defines "EBIT" as earnings before interest and taxes. The Registrant defines
"EBIT margin" as EBIT as a percent of net sales. The Registrant's management
evaluates the performance of its operating segments based on EBIT and EBIT
margin, and believes that EBIT and EBIT margin are useful to investors to
demonstrate the operational profitability of the Registrant's business segments
by excluding interest and taxes, which are generally accounted for across the
entire Registrant on a consolidated basis. EBIT is also one of the measures used
by management in determining resource allocations within the Registrant and
incentive compensation.
The Registrant defines "Test segment EBIT-Operational" as Test segment EBIT
excluding the costs related to the adverse arbitration judgment and associated
legal costs involving a dispute over a 2005 U.S. government project. Management
does not anticipate that these legacy arbitration costs will be incurred in
subsequent fiscal years. Accordingly, Management believes that this non-GAAP
measure allows for better comparison period-to-period, and, for this reason,
considers this useful information for investors.
Expected 2008 EPS-Adjusted Basis and EBIT margins represent expected 2008 EPS
and EBIT margins, exclusive of pretax intangible asset amortization expense
related to TWACS NG software and purchase accounting intangible assets related
to the acquisitions of Nexus and Hexagram. The Registrant believes that the
presentation of these operational measures provides important supplemental
information to investors regarding financial and business trends relating to the
Registrant's financial condition and results of operations. The Registrant's
management believes that these measures provide an alternative method for
assessing the Registrant's expected future performance that is useful because
they facilitate comparisons with other companies in the Communications segment
industry, many of which use similar non-GAAP financial measures to supplement
their GAAP results. The Registrant provides this information to investors to
enable them to perform additional analyses of present and future operating
performance, compare the Registrant to other companies, and evaluate the
Registrant's ongoing financial operations.
The presentation of the information described above is intended to supplement
investors' understanding of the Registrant's operating and anticipated future
performance. The Registrant's non-GAAP financial measures may not be comparable
to other companies' non-GAAP financial performance measures. Furthermore, these
measures are not intended to replace net earnings (loss), cash flows, financial
position, comprehensive income (loss), or any other measure as determined in
accordance with GAAP.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description of Exhibit
3.1 Amendment to Bylaws effective November 9, 2007
99.1 Press Release dated November 12, 2007
OTHER MATTERS
The information in this report furnished pursuant to Item 2.02 and Item 7.01,
including Exhibit 99.1, shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 as amended ("Exchange Act") or
otherwise subject to the liabilities of that section, unless the Registrant
incorporates it by reference into a filing under the Securities Act of 1933 as
amended or the Exchange Act.
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.
ESCO TECHNOLOGIES INC.
Dated: November 12, 2007 By:
G.E. Muenster
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
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Exhibit No. Description of Exhibit
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3.1 Amendment to Bylaws effective November 9, 2007
99.1 Press Release dated November 12, 2007