U.S. 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) February 3, 2005

 

AMERICAN SCIENCE AND ENGINEERING, INC.

(Exact Name Of Registrant As Specified In Its Charter)

 

MASSACHUSETTS

(State or Other Jurisdiction of Incorporation)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 7.01. Regulation FD Disclosure. Information Furnished under Item 12 (“Results of Operations and Financial Condition”) and Item 12. Results of Operations and Financial Condition.

 

The following information is being furnished under Items 9 and 12 of Form 8-K: On February 3, 2005 the Company issued a press release announcing financial results for the third quarter ended December 31, 2004. Pursuant to Item 12, a copy of that press release is hereby furnished to the Commission as Exhibit 99.1

 

Limitation on Incorporation by Reference.    The information furnished in this Item 9 (which is being furnished under Item 12) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Cautionary Note Regarding Forward-Looking Statements.     Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits.

 

Exhibit Number		Description
99.1		Press release of American Science and Engineering, Inc. dated February 3, 2005 announcing third quarter financial results.

 

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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 thereunto duly authorized.

 

Date: February 3, 2005	AMERICAN SCIENCE AND ENGINEERING, INC.
	By:	/s/ Kenneth J. Galaznik
	Kenneth J. Galaznik
	Vice President, Treasurer and Acting Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press release of American Science and Engineering, Inc. dated February 3, 2005 announcing third quarter financial results.

 

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