As filed with the Securities and Exchange Commission on September 21, 2005
Registration Nos. 333-85268
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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)
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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)
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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
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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
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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.
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
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