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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
1 EXHIBIT 99.1 PRESS RELEASE ESCO ANNOUNCES NEW STOCK TRANSFER AGENT St. Louis, MO, October 8, 2001 - ESCO Technologies Inc. (NYSE: ESE) today announced Registrar and Transfer Company as its new stock transfer agent and registrar. The change will be effective October 15, 2001. Located in Cranford, New Jersey, Registrar and Transfer Company will handle all of ESCO's stock transfer functions including such services as stock transfers, address changes, and certificate issue and replacement, as well as other record keeping. Registrar and Transfer Company will also become ESCO's new Exchange Agent for the exchange of common stock trust receipts still held by some shareholders. Holders of the trust receipt certificates are encouraged to exchange them for common stock certificates, and should contact Registrar and Transfer Company to effect the exchange. Additionally, Registrar and Transfer Company will become ESCO's new Rights Agent with respect to the preferred stock purchase rights held by all holders of ESCO common stock and common stock trust receipts. ESCO shareholders will be able to contact Registrar and Transfer Company toll free at 1-800-368-5948, by email at info@rtco.com, through its website at www.rtco.com or by U.S. mail at 10 Commerce Drive, Cranford, NJ 07016-3572. ESCO, headquartered in St. Louis, is a leading supplier of engineered filtration products to the process, health care and transportation markets worldwide. In addition, ESCO is the industry leader in RF shielding and EMC test products, and also markets proprietary, special purpose communications systems.