8-K 1 c65363e8-k.txt FORM 8-K 1 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 8, 2001 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.) 8888 Ladue Road, Suite 200, St. Louis, Missouri 63124-2056 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (314) 213-7200 ----------------------------- -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. Effective October 15, 2001, Registrar and Transfer Company, of Cranford, New Jersey, is appointed registrant's new (i) Stock Transfer Agent and Registrar; (ii) Exchange Agent for the exchange of certificates representing registrant's common stock trust receipts for certificates representing registrant's common stock; and (iii) Rights Agent with respect to the preferred stock purchase rights held by all holders of common stock and common stock trust receipts under registrant's Amended and Restated Rights Agreement. See press release attached hereto as Exhibit 99.1, which is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit No. Description of Exhibit 99.1 Press release dated October 8, 2001. 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. Date: October 8, 2001 By: /s/ Charles J. Kretschmer ----------------------------------- Charles J. Kretschmer Senior Vice President and Chief Financial Officer 2 3 EXHIBIT INDEX Exhibit No. Description of Exhibit 99.1 Press release dated October 8, 2001. 3