ASEI American Science And Engineering, Inc.

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 3, 2015

AMERICAN SCIENCE AND ENGINEERING, INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code:  (978) 262-8700

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 (see General Instruction A.2. below):

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 5.02.                               DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On September 3, 2015, Kenneth J. Galaznik, Senior Vice President, Chief Financial Officer and Treasurer of American Science and Engineering, Inc. (the “Company”) notified the Company of his decision to retire following the end of the Company’s current fiscal year.  In order to ensure an orderly transition, the Company has initiated an active search for a Chief Financial Officer to succeed Mr. Galaznik, to include both internal and external candidates. In the interim, Mr. Galaznik will continue to serve in his current role and will be involved in the process of finding his successor.

ITEM 5.07.                               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The annual meeting of stockholders of the Company was held on September 3, 2015 (the “2015 Annual Meeting”). At the 2015 Annual Meeting, the stockholders of the Company voted on the following proposals:

1. To elect the persons named in the Company’s proxy statement to serve as directors of the Company until the next annual meeting of stockholders and until their successors are elected and qualified. Each nominee for director was elected by a vote of the stockholders as follows:

2. An advisory vote to approve named executive officer compensation. The proposal was approved by a vote of stockholders as follows:

2

3. To ratify the selection of the independent registered public accounting firm for the fiscal year ending March 31, 2016. The selection was ratified by a vote of stockholders as follows:

ITEM 8.01.                               OTHER EVENTS

On September 10, 2015, the Company issued a press release announcing that, following his re-election to the Board of Directors (the “Board”) by the stockholders of the Company, the Board elected Hamilton W. Helmer to serve as Chair of the Board.  Dr. Helmer succeeds Denis R. Brown, who on December 1, 2014 announced his intention to retire from the Board effective the 2015 Annual Meeting.  The Board has determined that Mr. Helmer is an independent director as such term is defined in the NASDAQ Stock Market Listing Rules. A copy of the press release is filed with this report as Exhibit 99.1 and is incorporated herein by reference.  The foregoing description of the press release is qualified in its entirety by reference to such exhibit.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

4

EXHIBIT INDEX

5

EXHIBIT 99.1

American Science and Engineering, Inc.  Board of Directors Elects
Hamilton W. Helmer as Chairman

BILLERICA, Mass. — September 10, 2015 — American Science and Engineering, Inc. (“AS&E”) (Nasdaq:ASEI), a leading worldwide supplier of innovative X-ray detection solutions, announced today the election of Hamilton W. Helmer, a leading expert on business strategy with extensive experience in the high-tech and security industries, as Chairman of the Board of Directors, effective immediately. Mr. Helmer, who has served as a Director of the Company since 2003, and has been serving as Chair of the Audit Committee and a member of the Nominating and Governance Committee, will succeed Denis R. Brown, who is retiring after serving as a Director since 2004 and as Chairman since 2008.

”Hamilton’s in-depth knowledge of our business, industry, and markets will continue to be a tremendous asset for our Board, executive team, and shareholders, while he assumes his new role as Chairman,” said Chuck Dougherty, President and Chief Executive Officer of AS&E. “I look forward to working closely with Hamilton and the rest of our Board as we continue to execute on our strategic initiatives to grow the business and enhance shareholder value.”

Hamilton Helmer has more than 30 years of experience in business strategy and management consulting for high-tech and security companies as well as expertise in finance, and corporate mergers and acquisitions. He is the managing partner and Chief Investment Officer of Strategy Capital LLC (general partner of Strategy Capital Investors I, LP, an investment partnership), and also serves as managing director of Deep Strategy LLC, a strategy consulting firm. Previously, Helmer served as managing partner and owner of Helmer & Associates, Deep Strategy’s predecessor firm. Since 2008, he has taught corporate and business strategy in the Economics Department at Stanford University. Helmer is a Phi Beta Kappa graduate of Williams College and earned his Ph.D. in Economics from Yale University.

Dougherty continued, “On behalf of the Company and the Board, I wish to thank Denis Brown for his leadership and insight and for the significant contributions that he made to AS&E over the last 11 years, first as a Director and most recently as our Chairman, positioning the Company for future success.”

1

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.

2