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 report): July 31, 2003
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
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Description of Exhibit
99.1 Press Release dated July 31, 2003
ITEM 9. REGULATION FD DISCLOSURE
On July 31, 2003, the Company issued a press release announcing the Company's
decision to divest its Microfiltration and Separations businesses included in
its Filtration / Fluid Flow segment. The press release also announced the
decision to close out the Company's synthetic lease obligation by purchasing the
three domestic manufacturing properties covered by the synthetic lease facility
and to repay and cancel the interest rate swap associated with this obligation.
This press release also announced that a web cast of a related conference call
would be held on August 1, 2003 at 9:00 a.m., Central time. This press release
is furnished as Exhibit 99.1, and incorporated herein by reference.
The press release furnished herewith will be posted to the Company's website
located at http://www.escotechnologies.com and can be viewed through the
Investor Relations page of the website under the tab "Press Releases", although
the Company reserves the right to discontinue that availability at any time.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 31, 2003, the Company issued a press release (Exhibit 99.1 to this
report) announcing the Company's decision to divest its Microfiltration and
Separations businesses included in its Filtration / Fluid Flow segment. The
press release also announced the decision to close out the Company's synthetic
lease obligation by purchasing the three domestic manufacturing properties
covered by the synthetic lease facility and to repay and cancel the interest
rate swap associated with this obligation. This press release also announced
that a web cast of a related conference call would be held on August 1, 2003 at
9:00 a.m., Central time.
Other Matters
The information contained in this report, including Exhibit 99.1, shall not be
deemed to be "filed" for the 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 Company specifically incorporates it by reference in
a document filed under the Securities Act of 1933 as amended or the Exchange
Act.
Statements in this report, including Exhibit 99.1, regarding the Company's
planned divestiture of its Microfiltration and Separations businesses, results
after the divestiture, its ability to meet longer-term objectives, and other
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 report. 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 timing and terms of the
divestiture; further weakening of economic conditions in served markets; changes
in customer demands or customer insolvencies; competition; intellectual property
rights; the Company's successful exploitation of acquired intellectual property
rights; the success of future Filtration initiatives adopted by Management; the
performance of discontinued operations prior to completing the divestiture;
successful execution of planned facility closures, consolidations and
relocations with regard to the Company's Puerto Rico facility and U.K. facility;
the impact of FASB Interpretation No. 46; consolidation of internal operations;
integration of recently acquired businesses; delivery delays or defaults by
customers; termination for convenience of customer contracts; timing and
magnitude of future contract awards; performance issues with key suppliers and
subcontractors; collective bargaining and labor disputes; changes in laws and
regulations including changes in accounting standards and taxation requirements;
litigation uncertainty; and the Company's successful execution of internal
operating plans.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Action 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: July 31, 2003 By: /s/ G. E. Muenster
G. E. Muenster
Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit
99.1 Press release dated July 31, 2003