ASEI American Science And Engineering, Inc.

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) November 10, 2014

AMERICAN SCIENCE AND ENGINEERING, INC.

(Exact Name Of Registrant As Specified In Its Charter)

MASSACHUSETTS

(State or Other Jurisdiction of Incorporation)

(978) 262-8700

(Registrant’s Telephone Number, Including Area Code)

N/A

(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:

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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 10, 2014, American Science and Engineering, Inc. (the “Company”) issued a press release announcing financial results for the second quarter of fiscal year 2015 ended September 30, 2014.  The Company also posted on its website (http://ir.as-e.com/events.cfm) a slide presentation regarding such financial results.  Copies of the press release and slide presentation are attached herewith as Exhibit 99.1 and 99.2, respectively.

Limitation on Incorporation by Reference.    The information furnished in this Form 8-K and the Exhibits attached hereto 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 and slide presentation attached as Exhibits hereto, the press release and slide presentation contain 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 and slide presentation regarding these forward-looking statements.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits

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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.

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EXHIBIT INDEX

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EXHIBIT 99.1

American Science and Engineering, Inc. Reports Results for

Second Quarter Fiscal Year 2015

·                  Net loss of $3.9M for second quarter includes one-time charge for workforce reduction

·                  Future operating expenses reduced through workforce and targeted cost reductions

·                  Quarterly dividend declared of $0.50 per share

·                  First MINI Z™ Handheld Z Backscatter® Screening systems shipped to customers

BILLERICA, Mass. — November 10, 2014 — American Science and Engineering, Inc. (NASDAQ: ASEI) (“AS&E”), a leading worldwide supplier of innovative X-ray detection solutions, today reported its financial results for the second quarter of fiscal year 2015 ended September 30, 2014. The Company reported revenues of $23.1 million as compared with revenues of $43.8 million for the second quarter of fiscal year 2014, a net loss of $3.9 million, inclusive of the one-time charge for the workforce reduction, as compared with net income of $4.7 million for the second quarter of fiscal year 2014, and a loss per share of $0.49 as compared with earnings per share of $0.60 for the second quarter of fiscal year 2014.

For the first six months of fiscal year 2015 ended September 30, 2014, the Company reported revenues of $58.6 million as compared with revenues of $86.9 million for the same period in the prior fiscal year, a net loss of $2.5 million as compared with net income of $9.6 million for the same period in the prior fiscal year, and a loss per share of $0.31 as compared with earnings per share of $1.22 for the same period in the prior fiscal year.

The Company reported bookings of $18.2 million for the second quarter of fiscal year 2015 and $40.6 million for the first six months of fiscal year 2015.  Backlog at September 30, 2014 was $158.1 million.

The Company is declaring a quarterly cash dividend of $0.50 per share, payable on December 2, 2014 to the holders of record at the close of business on November 25, 2014.

“As announced on September 30, 2014, our quarterly results were negatively impacted by continued unrest in specific end-markets, which caused shipment delays for orders already recorded in our backlog,” said Chuck Dougherty, AS&E’s President and CEO. “To reduce operating expenses, we trimmed our workforce by approximately 10% and implemented targeted cost reductions. We expect to begin realizing the ongoing benefit of these cost-cutting measures in the December quarter.”

Dougherty continued, “Looking forward, we are encouraged both by the growth opportunities in our end-markets and by the notable progress we are starting to see from our strategic initiatives. These include the market response, initial bookings, and first shipments for the new MINI Z™ system as well as opportunities for our expanding Z Backscatter® family of products from our new public safety channel, targeted international markets, and existing customers. We remain firmly committed to enhancing shareholder value as we continue to execute on our strategic roadmap by leveraging and capturing increased global opportunities for our expanded portfolio of product and service offerings.”

Chuck Dougherty, President and Chief Executive Officer, and Ken Galaznik, Senior Vice President, Chief Financial Officer and Treasurer, will host a conference call and simultaneous webcast to discuss the results and respond to questions.  The conference call and webcast will include a presentation and are scheduled for Monday, November 10, 2014 at 4:30 pm ET.

To participate in the conference call, please dial (877) 303-9143 at least 10 minutes prior to its starting time. For international participants, please dial (760) 536-5194. The conference identification number is 23686196. You will be placed on hold until the conference call is ready to begin.  The live webcast and presentation can be accessed at http://www.media-server.com/m/p/9fmes558.

An audio replay of the teleconference will be available, in its entirety, starting Monday, November 10, 2014 at 6:30 p.m. ET for a one-week period by dialing (855) 859-2056. Internationally, please dial (404) 537-3406. The conference identification number is 23686196. The replay and presentation will also be available through the Company’s website at http://ir.as-e.com/events.cfm.

About AS&E

American Science and Engineering, Inc. (AS&E) is the trusted global provider of threat and contraband detection solutions for ports, borders, military, critical infrastructure, law enforcement, and aviation. With over 50 years of experience, AS&E offers proven, advanced X-ray inspection systems to combat terrorism, drug smuggling, illegal immigration, and trade fraud. AS&E systems are designed in a variety of configurations for cargo and vehicle inspection, parcel inspection, and personnel screening. Using a combination of technologies, these systems provide superior detection capabilities, with high-energy, dual-energy, and Z Backscatter X-rays. Learn more about AS&E products and technologies at www.as-e.com and follow us on Twitter @ase_detects.

Safe Harbor Statement: The foregoing press release contains statements concerning AS&E’s financial performance, markets and business operations that may be considered “forward-looking” under applicable securities laws.  AS&E wishes to caution readers of this press release that actual results might differ materially from those projected in any forward-looking statements. Factors which might cause actual results to differ materially from those projected in the forward-looking statements contained herein include the following: significant reductions, delays or cancellations (in full or in part) in procurements of the Company’s systems by the United States and other governments; disruption in the supply of any source component incorporated into AS&E’s products; litigation seeking to restrict the use of intellectual property used by the Company; limitations under certain laws on the Company’s ability to protect its own intellectual property; potential product liability claims against the Company; global political trends and events which affect public perception of the threat presented by drugs, explosives and other contraband; global economic developments and the ability of governments and private organizations to fund purchases of the Company’s products to address such threats; the potential insufficiency of Company resources, including human resources, capital, plant and equipment and management systems, to accommodate any future growth; technical problems and other delays that could impact new product development and the Company’s ability to adapt to changes in technology and customer requirements; competitive pressures; lengthy sales cycles both in United States government procurement and procurement abroad;  future delays in federal funding, the market price of the company’s stock prevailing from time to time, the nature of other investment opportunities presented to the company from time to time, the company’s cash flows from operations and market and general economic conditions. These and certain other factors which might cause actual results to differ materially from those projected are detailed from time to time in AS&E’s periodic reports and registration statements filed with the Securities and Exchange Commission, which important factors are incorporated herein by reference. AS&E undertakes no obligation to update forward looking statements to reflect changed assumptions, the occurrence of unanticipated events, or changes in future operating results, financial condition or business over time. Readers are further advised to review the “Risk Factors” set forth in the Company’s most recent Form 10-Q and Form 10-K, which further detail and supplement the factors described in this Safe Harbor Statement.  Among other disclosures, the Risk Factors disclose risks pertaining to that portion of the Company’s business that is dependent on United States government contracting as well as international customers.

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AMERICAN SCIENCE AND ENGINEERING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

The results of operations reported herein may not be indicative of future financial conditions or results of future operations.

AMERICAN SCIENCE AND ENGINEERING, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

AMERICAN SCIENCE AND ENGINEERING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

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EXHIBIT 99.2