sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 21, 2003
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Date of Report
(Date of earliest event reported)
ECC International Corp.
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(Exact Name of Registrant as Specified in Charter)
Delaware 011-8988 23-1714658
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2001 West Oak Ridge Road, Orlando, FL 32809-3803
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(Address of Principal Executive Offices) (Zip Code)
(407) 859-7410
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(Registrant's telephone number,
including area code)
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(Former Name or Former Address, if Changed Since Last Report.)
Item 5. Other Events and Required FD Disclosure.
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On August 21, 2003, ECC International Corp. (the "Company") (AMEX:
ECC) issued a press release, set forth as Exhibit 99.1 to this Current Report,
announcing that the Company has entered into a definitive Agreement and Plan of
Merger (the "Merger Agreement") with Cubic Corporation ("Cubic") and CDA
Acquisition Corporation ("CDA"). The Merger Agreement provides for, among other
things, the making of a cash tender offer by CDA to purchase all of the issued
and outstanding shares of common stock of the Company at a price of $5.25 per
share (the "Offer"). Following consummation of the Offer and subject to the
satisfaction of the conditions set forth in the Merger Agreement, CDA will be
merged with and into the Company, with the Company continuing as the surviving
corporation and wholly owned subsidiary of Cubic. For additional information,
reference is made to the press release and the Merger Agreement which are
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
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(c) Exhibits
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Exhibit No. Exhibits
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99.1 Press Release of ECC International Corp.
dated August 21, 2003.
99.2 Agreement and Plan of Merger among Cubic
Corporation, CDA Acquisition Corporation,
ECC International Corp.
SIGNATURE
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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.
ECC INTERNATIONAL CORP.
Dated: August 21, 2003 By: /s/ Melissa Van Valkenburgh
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Name: Melissa Van Valkenburgh
Title: Chief Financial Officer