8-K

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 Earliest Event Reported
September 11, 2008

Environmental Tectonics Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania
(State or other jurisdiction of incorporation of organization)

1-10655
(Commission File Number) 23-1714256
(IRS Employer Identification Number)

County Line Industrial Park
Southampton, Pennsylvania
(Address of principal executive offices)
18966
(Zip Code)

Registrant’s telephone number, including area code (215) 355-9100

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 communications 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 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Item 8.01. Other Events.

     On September 11, 2008, Environmental Tectonics Corporation (the “Company”) was informed by an affiliate of H. F. Lenfest (“Lenfest”) that Lenfest was withdrawing its proposal to purchase all of the publicly traded shares of the common stock of the Company not already owned by Lenfest. H. F. Lenfest is a member of the Board of Directors of the Company and beneficially owns 48.7% of the Company’s common stock, on a fully diluted basis (assuming the conversion of outstanding convertible notes and convertible preferred stock).

     A copy of the press release announcing the withdrawal of the acquisition proposal is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

     The following exhibit is furnished or filed in accordance with Item 601 of Regulation S-K:

99.1 Press Release dated September 12, 2008.

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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 thereunto duly authorized.

	ENVIRONMENTAL TECTONICS CORPORATION Registrant
Date: September 12, 2008	By	/s/ Duane D. Deaner
		Duane D. Deaner
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

ENVIRONMENTAL TECTONICS CORPORATION
Reports Withdrawal of Acquisition Proposal made by Affiliate of H. F. Lenfest

     Southampton, PA, September 12, 2008 — Environmental Tectonics Corporation (AMEX: ETC) (‘ETC” or the “Company”) today reported that on September 11, 2008 it was informed by an affiliate of H. F. Lenfest (“Lenfest”) that Lenfest was withdrawing its proposal to purchase all of the publicly traded shares of the common stock of the Company not already owned by Lenfest. H. F. Lenfest is a member of the Board of Directors of the Company and beneficially owns 48.7% of the Company’s common stock, on a fully diluted basis (assuming the conversion of outstanding convertible notes and convertible preferred stock).

     In connection with the withdrawal of the acquisition proposal, Mr. Lenfest, who is a member of the Company’s Board of Directors and its largest shareholder, stated: “I continue to be optimistic regarding the Company’s prospects and remain committed to its success.” William F. Mitchell, the Company’s Chairman and Chief Executive Officer, stated: “The Company appreciates all of the support that Mr. Lenfest has provided to the Company and looks forward to continuing to work with Mr. Lenfest to build on the Company’s recent successes to enhance shareholder value.”

     ETC designs, develops, installs and maintains aircrew training systems (aeromedical, tactical combat and general), disaster management training systems and services, entertainment products, sterilizers (steam and gas), environmental testing products, hyperbaric chambers and related products for domestic and international customers.

     This press release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about the Company that may cause our actual results, levels of activity, performance or achievements to be materially different from any other future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements include statements with respect to ETC’s vision, mission, strategies, goals, beliefs, plans, objectives, expectations, anticipations, estimates, intentions, financial condition, results of operations, future performance and business of ETC, including but not limited to, (i) projections of revenue, costs of raw materials, income or loss, earnings or loss per share, capital expenditures, growth prospects, dividends, capital structure, other financial items and the effects of currency fluctuations, (ii) statements of plans and objectives of ETC or its management or Board of Directors, including the introduction of new products, or estimates or predictions of actions of customers, suppliers, competitors or regulatory authorities, (iii) statements of future economic performance, (iv) statements of assumptions and other statements about ETC or its business, (v) statements made about the possible outcomes of litigation involving ETC, and (vi) statements preceded by, followed by or that include the words “may”, “could”, “should”, “looking forward”, “would”, “believe”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, or the negative of such terms or similar expressions. These forward-looking statements involve risks and uncertainties which are subject to change based on various important factors. Some of these risks and uncertainties, in whole or in part, are beyond ETC’s control. Factors that might cause or contribute to such a material difference include, but are not limited to, those discussed in our Securities and Exchange Commission filings and other public documents, including, without limitation, our Annual Report on Form 10-K for the fiscal year ended February 29, 2008. Shareholders are urged to review these risks carefully prior to making an investment in the ETC’s common stock.

     The Company cautions that the foregoing list of important factors is not exclusive. ETC does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of ETC.

Contact: Duane D. Deaner, CFO Tel: 215-355-9100 (ext. 1203)     Fax: 215-357-4000

ETC — Internet Home Page:     http://www.etcusa.com