Post-effective Amendment to an S-8 Filing (s-8 Pos)
February 13 2018 - 2:01PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on February 13, 2018
Registration No. 333–117953
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
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
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43-1554045
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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9900A Clayton Road
St. Louis, Missouri 63124
(Address of principal executive offices, including
zip code)
ESCO TECHNOLOGIES INC.
2004 INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Alyson S. Barclay, Esq.
Senior Vice President, Secretary and General
Counsel
9900A Clayton Road
St. Louis, Missouri 63124
(314) 213-7200
(Name, address and telephone number, including
area code, of agent for services)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12-b-2 of the Exchange Act.
Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
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(do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of the Securities Act.
¨
EXPLANATORY NOTE
ESCO Technologies Inc. (the “Registrant”) is filing
this Post-Effective Amendment No. 2 to Registration Statement on Form S-8 to deregister certain securities originally registered
by the Registrant pursuant to Registration Statement No. 333-117953 filed with the Securities and Exchange Commission on August
5, 2004.
The securities originally registered consisted of 1,000,000 shares
of the Registrant’s Common Stock, par value $0.01 per share, to be offered under the Registrant’s 2004 Incentive Compensation
Plan (the “Plan”), together with ancillary Preferred Stock Purchase Rights. Pursuant to anti-dilution provisions in
the Plan, the registered number of shares of Common Stock was adjusted to 2,000,000 as a result of the Company's 2:1 stock split
effected in the form of a 100% stock dividend paid on September 23, 2005. All Preferred Stock Purchase Rights associated with the
Common Stock expired in 2010.
The Plan and all awards granted thereunder have terminated. Accordingly,
the Registrant hereby deregisters the registered securities remaining unsold at the termination of the Plan and the awards thereunder,
consisting of 1,828,442 shares of the Registrant’s Common Stock.
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 Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Ladue, State of Missouri, on February 7, 2018.
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ESCO TECHNOLOGIES INC.
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By:
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/s/Alyson S. Barclay
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Alyson S. Barclay
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Senior Vice President, General Counsel and Secretary
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below hereby severally constitutes and appoints Gary E. Muenster, Alyson S. Barclay and Jeffrey
D. Fisher, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith,
with The Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact
and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/Victor L. Richey, Jr.
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Chairman, Chief Executive Officer and President and Director
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February 7, 2018
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Victor L. Richey, Jr.
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(Principal Executive Officer)
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/s/Gary E. Muenster
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Executive Vice President and Chief Financial Officer and Director
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February 7, 2018
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Gary E. Muenster
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(Principal Financial Officer)
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/s/Patrick M. Dewar
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Director
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February 8, 2018
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Patrick M. Dewar
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/s/Vinod M. Khilnani
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Director
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February 12, 2018
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Vinod M. Khilnani
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/s/Leon J. Olivier
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Director
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February 13, 2018
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Leon J. Olivier
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/s/Robert J. Phillippy
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Director
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February 8, 2018
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Robert J. Phillippy
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/s/Larry W. Solley
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Director
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February 9, 2018
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Larry W. Solley
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/s/James M. Stolze
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Director
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February 8, 2018
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James M. Stolze
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