0001104659-18-063661.txt : 20181024 0001104659-18-063661.hdr.sgml : 20181024 20181024160131 ACCESSION NUMBER: 0001104659-18-063661 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181024 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20181024 DATE AS OF CHANGE: 20181024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CUBIC CORP /DE/ CENTRAL INDEX KEY: 0000026076 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 951678055 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08931 FILM NUMBER: 181136422 BUSINESS ADDRESS: STREET 1: 9333 BALBOA AVE CITY: SAN DIEGO STATE: CA ZIP: 92123 BUSINESS PHONE: 858 623-0489 MAIL ADDRESS: STREET 1: PO BOX 85587 CITY: SAN DIEGO STATE: CA ZIP: 92186-5587 8-K 1 a18-37110_18k.htm 8-K

 

 

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

 

October 24, 2018

Date of Report (date of earliest event reported)

 

Cubic Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-8931

 

95-1678055

(State of incorporation or organization)

 

(Commission File No.)

 

(I.R.S. Employer Identification
No.)

 

9333 Balboa Avenue

 

 

San Diego, California

 

92123

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (858) 277-6780

 

N/A

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

 

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:

 

o                                   Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

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

 

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

 

o                                   Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On October 24, 2018, pursuant to the terms and conditions of an Agreement and Plan of Merger, Cubic Transportation Systems, Inc. (“CTS”), a wholly owned subsidiary of Cubic Corporation (“Cubic”), acquired Advanced Traffic Solutions, Inc. (“Trafficware”) through the merger of a wholly owned subsidiary of CTS with and into Trafficware, with Trafficware surviving as a wholly owned subsidiary of CTS.  Trafficware is a leading provider of intelligent traffic solutions for the transportation industry, based in Sugar Land, Texas.

 

The aggregate cash purchase price of the acquisition of Trafficware was $235.7 million, subject to customary holdbacks and adjustments, including a portion of the purchase price ($2 million) which was deposited into an escrow account to secure potential post-closing obligations of the Trafficware stockholders.

 

Cubic financed the transaction from borrowings under its revolving credit agreement.

 

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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.

 

Date: October 24, 2018

CUBIC CORPORATION

 

 

 

 

By:

/s/ James R. Edwards

 

 

Name:

James R. Edwards

 

 

Title:

Senior Vice President,

 

 

 

General Counsel & Secretary

 

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