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) February 5, 2015

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 February 5, 2015, American Science and Engineering, Inc. (the “Company”) issued a press release announcing financial results for the third quarter of fiscal year 2015 ended December 31, 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

4

EXHIBIT 99.1

American Science and Engineering, Inc. Reports Results for

Third Quarter Fiscal Year 2015

·                  Company Reports Third Quarter EPS of $0.32, up 60% Year-Over-Year

·                  Resolved Shipment Delays for Significant Middle-East Order

·                  Free Cash was $11.3 Million as defined as cash flow from operations less capital expenditures

·                  Repurchased 383,500 Shares in the Quarter for $18.8 Million Under Accelerated Stock Repurchase Program

·                  Declares Quarterly Dividend of $0.50 per share, Payable on March 3, 2015

·                  MINI Z™ Handheld Screening System Named “Best of What’s New for 2014” by Popular Science Magazine

BILLERICA, Mass. — February 5, 2015 — 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 third quarter of fiscal year 2015 ended December 31, 2014. The Company reported revenues of $37.0 million as compared with $37.8 million for the third quarter of fiscal year 2014, net income of $2.6 million as compared with $1.6 million for the third quarter of fiscal year 2014, and earnings per share of $0.32 as compared with $0.20 for the third quarter of fiscal year 2014.

For the first nine months of fiscal year 2015, the Company reported revenues of $95.6 million compared with $124.7 million for the same period in the prior fiscal year, net income of $0.1 million compared with $11.2 million for the same period in the prior fiscal year, and earnings per share of $0.01 compared with earnings per share of $1.41 for the same period in the prior fiscal year.

Cash, restricted cash, and investment balances in the quarter decreased $11.5 million to $118.8 million a result of positive cash flow from operations of $12.0 million offset primarily by the $18.8 million repurchase of common stock and the payment of $4.0 million in common stock dividends during the quarter. Cash, restricted cash, and investment balances for the first nine months of fiscal year 2015 decreased by $46.9 million due primarily to the $18.8 million repurchase of common stock, payment of $11.9 million in common stock dividends, and an increase in inventory of $9.1 million.

The Company reported $17.1 million in bookings for the third quarter of fiscal year 2015 and $57.6 million for the first nine months of fiscal year 2015. Backlog at December 31, 2014 was $138.2 million.

Continuing with its dividend program initiated in August 2007, the Company is declaring a quarterly cash dividend of $0.50 per share, payable on March 3, 2015 to the holders of record at the close of business on February 17, 2015. As of December 31, 2014, under the authorized stock repurchase plan, the Company had repurchased approximately 383,500 shares of its common stock for $18.8 million.

“The Company’s return to profitability and positive cash flow from operations in the third quarter reflects the initial impact of the cost-cutting measures we implemented in September 2014 and the resolution of shipment delays for a specific Middle East ZBV® order already recorded in backlog,” said Chuck Dougherty, AS&E’s President and Chief Executive Officer. “Although bookings were disappointing due to delays in awards for large cargo tenders in the Middle East and Africa and reduced U.S. government spending, we remain confident in our opportunity pipeline and our ability to capture the increased global opportunities for our expanded portfolio of product and service offerings.”

Dougherty continued, “We have made progress with our strategic initiatives, including upgrading and adding new channel partners in targeted growth markets and supporting our new North American public safety channel program.  We continued the global roll-out of the MINI Z handheld screening system and have begun to receive both domestic and international stocking orders.  As an affordable entry point for Z Backscatter® technology, the MINI Z system remains a key component of our geographic expansion initiative and we are proud to report that our clients achieved

several contraband seizures during demonstrations and the system was named ‘Best of What’s New for 2014’ by Popular Science Magazine.”

Chuck Dougherty, President and CEO, 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 Thursday, February 5, 2015 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 72481962. You will be placed on hold until the conference call is ready to begin. The live webcast and presentation can be accessed at http://edge.media-server.com/m/p/uppf7qht.

An audio replay of the teleconference will be available, in its entirety, starting Thursday, February 5, 2015 at 7:30 p.m. EST for a one-week period by dialing (855) 859-2056. Internationally, please dial (404) 537-3406. The conference identification number is 72481962. 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 — pioneered by AS&E. 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.

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)

Exhibit 99.2