-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TIawawlBLQCHGGGREkMBH+Deosjlbgx+ToKs0lzWzILGYZvrQbT2FVFsjNR92+Mf W6wBe5Iwhd+4BOwZufNxhw== 0000866706-08-000090.txt : 20081022 0000866706-08-000090.hdr.sgml : 20081022 20081022104025 ACCESSION NUMBER: 0000866706-08-000090 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081021 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081022 DATE AS OF CHANGE: 20081022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESCO TECHNOLOGIES INC CENTRAL INDEX KEY: 0000866706 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 431554045 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10596 FILM NUMBER: 081134637 BUSINESS ADDRESS: STREET 1: 9900 A CLAYTON RD CITY: ST LOUIS STATE: MO ZIP: 63124 BUSINESS PHONE: 3142137200 MAIL ADDRESS: STREET 1: 9900 A CLAYTON RD CITY: ST LOUIS STATE: MO ZIP: 63124 FORMER COMPANY: FORMER CONFORMED NAME: ESCO ELECTRONICS CORP DATE OF NAME CHANGE: 19920703 8-K 1 esco8k.txt ESCO TECHNOLOGIES 8K 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): October 21, 2008 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 On October 21, 2008, the Registrant issued a press release (furnished herewith as Exhibit 99.1 to this report) pre-announcing its expected partial financial results for the fourth quarter and fiscal year ended September 30, 2008. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit No. Description of Exhibit 99.1 Press Release dated October 21, 2008 OTHER MATTERS The information in this report furnished pursuant to Item 2.02, 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: October 22, 2008 By: /s/ G.E. Muenster G.E. Muenster Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description of Exhibit 99.1 Press Release dated October 21, 2008 EX-99.1 2 escopressrelease.txt ESCO PRE-ANNOUNCES 4TH QUARTER & FISCAL YEAR 2008 EXPECTED EPS Exhibit 99.1 ESCO TECHNOLOGIES INC For more information contact: For media inquiries: Patricia K. Moore Dave Garino Director, Investor Relations (314) 982-0551 ESCO Technologies Inc. (314) 213-7277 ESCO PRE-ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2008 EXPECTED EPS ST. LOUIS, October 21, 2008 - ESCO Technologies Inc. (NYSE: ESE) today pre-announced its expected results for the fourth quarter and fiscal year ended September 30, 2008. Management expects its fiscal 2008 fourth quarter EPS-GAAP Continuing Operations to be at least $0.76 per share, which results in expected full year EPS-GAAP Continuing Operations to be at least $1.80. These amounts are consistent with the Company's EPS-GAAP Continuing Operations guidance of $1.80 to $1.85 per share noted in the Company's August 7, 2008 release. In addition, Cash Flow from Operations and Entered Orders both exceeded Management's previously announced expectations for the fourth quarter of fiscal 2008. The additional cash flow allowed the Company to further reduce its net debt outstanding, and the increase in entered orders positions the Company for continued growth in fiscal 2009. The final EPS amounts are subject to the completion of the Company's fiscal year end annual audit process. Management will host its regular fourth quarter and fiscal year 2008 earnings conference call and audio webcast on Wednesday, November 12. Specific webcast access details will be provided in a separate release. Vic Richey, ESCO's Chairman and Chief Executive Officer, commented, "I am very pleased with our fourth quarter and full year results, especially in light of this challenging economic environment. ESCO continues to benefit from the scale of our multi-segment operating platforms, the breadth of our product and service offerings, ongoing investments in new products and technologies, the diverse range of blue-chip customers we serve, and ourfocus on rigorous project execution and disciplined cost management. Our strong and flexible financial foundation gives ESCO a recognizable advantage in both good and bad economic times." Forward-Looking Statements Statements in this press release regarding expected EPS-GAAP Continuing Operations for the fourth quarter and fiscal year ended September 30, 2008, cash flow from operations and entered orders for the fourth quarter, and any other written or oral statements which 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 the date of this release, and the Company undertakes no duty to update. The Company's 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 Company's operations and business environment including, but not limited to: the risk of unanticipated adjustments resulting from the audit of the year end financial statements by the Company's independent certified public accountants. About ESCO ESCO, headquartered in St. Louis, is a proven supplier of special purpose utility solutions for electric, gas, and water utilities, including hardware and software to support advanced metering applications and fully automated intelligent instrumentation. In addition, the Company provides engineered filtration products to the aviation, space and process markets worldwide and is the industry leader in RF shielding and EMC test products. Further information regarding ESCO and its subsidiaries is available on the Company's web site at www.escotechnologies.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----