UNITED STATES
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): September 14, 2020
Cubic Corporation
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | | 001-08931 (Commission File
Number) | | 95-1678055 (IRS Employer Identification No.) |
| | | | | |
| 9333 Balboa Avenue | | | | 92123 |
| San Diego, California | | | | (Zip Code) |
| (Address of principal executive offices) | | | | |
Registrant’s telephone number, including area code: (858) 277-6780
Not Applicable
(Former name or former address, if changed since last report)
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:
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, no par value | | CUB | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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 13(a) of the Exchange Act. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On September 14, 2020, Cubic Corporation (the “Company”) entered into a separation agreement and mutual release (the “Separation Agreement”) with Michael R. Twyman, Senior Vice President of the Company and President of the Company’s Cubic Mission Solutions business segment, in connection with Mr. Twyman’s departure from the Company. Pursuant to the terms of the Separation Agreement, Mr. Twyman will receive certain separation payments and benefits from the Company in exchange for a customary release of any and all claims he may have against the Company and its representatives arising from or relating to his employment by the Company. Mr. Twyman will also be subject to certain restrictive covenants and confidentiality obligations following his departure from the Company.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference in this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
SIGNATURES
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.
| | CUBIC CORPORATION |
| | | |
| | | |
| Date: September 18, 2020 | | By: | /s/ Hilary L. Hageman |
| | | Name: | Hilary L. Hageman |
| | | Title: | Senior Vice President, General Counsel
& Corporate Secretary |
