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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
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.
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