-----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, AyrFLpeLhMZ6eGKtlkikm8CWyZ23oImdIiZZ0UTjl9mA6PsBortMrDRMLhc+tvbb rhum95JcQ3ldzcQGaHtojw== 0000866706-05-000113.txt : 20050922 0000866706-05-000113.hdr.sgml : 20050922 20050921181421 ACCESSION NUMBER: 0000866706-05-000113 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050922 DATE AS OF CHANGE: 20050921 EFFECTIVENESS DATE: 20050922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESCO TECHNOLOGIES INC CENTRAL INDEX KEY: 0000866706 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 431554045 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-117953 FILM NUMBER: 051096740 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 S-8 POS 1 s8333-117953.txt As filed with the Securities and Exchange Commission on September 21, 2005 Registration Nos. 333-117953 -------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- ESCO TECHNOLOGIES INC. (Exact Name of Registrant as Specified in Its Charter) Missouri 43-1554045 (State or Other Jurisdiction of Incorporation (I.R.S. Employer ) or Organization) Identification No. 9900A Clayton Road St. Louis, MO 63124-1186 (Address of Principal Executive Offices, Including Zip Code) ------------------------------------------------------------ ESCO TECHNOLOGIES INC. 2001 STOCK INCENTIVE PLAN ESCO TECHNOLOGIES INC. 2004 INCENTIVE COMPENSATION PLAN (Full title of the Plan) Alyson S. Barclay, Esq. Vice President, Secretary and General Counsel ESCO Technologies Inc. 9900A Clayton Road St. Louis, MO 63124-1186 (314) 213-7200 (Name, Address and Telephone Number, Including Area Code, of Agent For Service) ------------------------------------------------------------------------------- EXPLANATORY NOTE This Post-Effective Amendment to the ESCO Technologies Inc. (the "Company") Registration Statements on Form S-8 (Nos. 333-117953 and 333-85268) (the "Registration Statements"), which relate to the Company's equity-based employee benefit plans, is filed by the Company pursuant to Rule 416(b) under the Securities Act of 1933, as amended (the "Securities Act"), to reflect a one hundred percent increase in the number of shares of common stock, $0.01 par value, of the Company (the "Common Stock") covered by such Registration Statements as a result of the Company's two-for-one stock split effected in the form of a one hundred percent stock dividend payable September 23, 2005, to shareholders of record on September 9, 2005. Pursuant to Rule 416(a) under the Securities Act, the Registration Statements are also amended to cover any additional shares of Common Stock which may be issued under the applicable equity-based compensation plans to prevent dilution resulting from any subsequent stock splits, stock dividends or similar transactions. The contents of the Registration Statements are hereby incorporated by reference pursuant to General Instruction E on Form S-8. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. Not required to be filed with this Registration Statement. Item 2. Registrant Information and Employee Plan Annual Information. Not required to be filed with this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Not required to be filed with this Registration Statement pursuant to General Instruction E on Form S-8. Item 4. Description of Securities. Not required to be filed with this Registration Statement pursuant to General Instruction E on Form S-8. Item 5. Interests of Named Experts and Counsel. Not required to be filed with this Registration Statement pursuant to General Instruction E on Form S-8. Item 6. Indemnification of Directors and Officers. Not required to be filed with this Registration Statement pursuant to General Instruction E on Form S-8. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit No. Description Filed Herewith or Incorporated by Reference 4.1 Specimen Common Stock Certificate Incorporated by reference to Form 10-Q for the fiscal quarter ended June 30, 2000, at Exhibit 4(a) 4.2 Specimen Rights Certificate Incorporated by reference to Current Report on Form 8-K dated February 3, 2000, at Exhibit B to Exhibit 4.1 4.3 Rights Agreement dated as of Incorporated by reference to Current September 24, 1990 (as amended Report on Form 8-K dated February 3, and restated as of February 3, 2000, at Exhibit 4.1 2000) between the Registrant and Registrar and Transfer Company, as successor Rights Agent 4.4 Credit Agreement dated as of Incorporated by reference to Form 10-K October 6, 2004, among the for the fiscal year ended September 30, Registrant, Wells Fargo Bank, 2004, at Exhibit 4.4 N.A., as agent, and the lenders listed therein 5 Opinion of Counsel 23.1 Consent of Counsel (included in Exhibit 5) 23.2 Consent of KPMG LLP 24 Power of Attorney (included on the Signatures pages of the Registration Statements) Item 9.Undertakings Not required to be filed with this Registration Statement pursuant to General Instruction E on Form S-8. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Ladue, state of Missouri, on this 20th day of September, 2005. ESCO TECHNOLOGIES INC. By: /s/ T.B. Martin ---------------- T.B. Martin Assistant Secretary and Associate General Counsel Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date /s/ * Chairman, Chief Executive Officer and September 20, 2005 - ---------------- Director (principal executive officer) V. L. Richey, Jr. /s/ * President, Chief Operating Officer and September 20, 2005 - ---------------- Director C. J. Kretschmer /s/ * Vice President and Chief Financial September 20, 2005 - -------------- Officer (principal financial and G. E. Muenster accounting officer) /s/ * Director September 20, 2005 - --------------- W. S. Antle III /s/ * Director September 20, 2005 - --------------- J. M. McConnell /s/ * Director September 20, 2005 - ------------ L. W. Solley /s/ * Director September 20, 2005 - ------------- J. M. Stolze /s/ * Director September 20, 200 - -------------- D. C. Trauscht /s/ * Director September 20, 2005 - ------------ J. D. Woods */s/T.B. Martin September 20, 2005 - --------------- T.B. Martin Assistant Secretary and Associate General Counsel By power of attorney EXHIBIT INDEX Exhibits are listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K. 5 Opinion of Counsel. 23.1 Consent of Counsel (included in Exhibit 5) 23.2 Consent of KPMG LLP. 24 Power of Attorney (included on the Signatures pages of the Registration Statements) See Item 8 for a list of exhibits incorporated by reference. EX-5 2 opinion.txt EXHIBIT 5 September 20, 2005 ESCO Technologies Inc. 9900A Clayton Road St. Louis, MO 63124-1186 Ladies and Gentlemen: I am Assistant Secretary and Associate General Counsel of ESCO Technologies Inc., a Missouri corporation (the "Company"), and in such capacity I am familiar with the Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (the "Post-Effective Amendment") relating to the Company's 2001 Stock Incentive Plan and 2004 Incentive Compensation Plan (the "Plans") to which this letter is filed as an exhibit. The Post-Effective Amendment registers 2,105,365 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), offered pursuant to stock options, stock appreciation rights, performance share awards, restricted stock awards and other stock-based awards, granted and which may be granted under the Plans, including the Preferred Stock Purchase Rights associated with such Common Stock (the Common Stock and its associated Preferred Stock Purchase Rights, the "Securities"). I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments as I deemed necessary for the purpose of the opinion expressed herein. On the basis of the foregoing, I am of the opinion that the Securities, when sold or distributed in accordance with the provisions of the Plans, will be legally issued, fully paid and non-assessable. I consent to the filing of this letter as an exhibit to the Post-Effective Amendment. Very truly yours, /s/ Thomas B. Martin_____ Thomas B. Martin TBM/bjo Enclosures EX-23.2 3 consent.txt EXHIBIT 23.2 Consent of Independent Registered Public Accounting Firm The Board of Directors ESCO Technologies Inc.: We consent to the use of our reports dated November 9, 2004 with respect to the consolidated balance sheets of ESCO Technologies Inc. as of September 30, 2004 and 2003, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended September 30, 2004, and related financial statement schedule, incorporated herein by reference in this post-effective amendment No. 1 to registration statement on Form S-8 of ESCO Technologies Inc. Our reports refer to a change in accounting for the consolidation of variable interest entities on July 1, 2003. /s/ KPMG LLP KPMG LLP St. Louis, Missouri September 21, 2005 -----END PRIVACY-ENHANCED MESSAGE-----