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

 

August 8, 2013

Date of Report (date of earliest event reported)

 

Cubic Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

(State of incorporation or organization)

 

1-8931

(Commission File No.)

 

95-1678055

(I.R.S. Employer Identification No.)

 

 

 

 

 

9333 Balboa Avenue

San Diego, California

(Address of principal executive offices)

 

 

 

92123

(Zip Code)

 

Registrant’s telephone number, including area code: (858) 277-6780

 

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 communication 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 14-d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

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

 

 

 


 

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On and effective as of August 8, 2013, the board of directors of Cubic Corporation (“Cubic”) adopted amended and restated bylaws.  Article VII, Section 6 of the amended and restated bylaws was added to provide for the designation of the Court of Chancery of the State of Delaware as the exclusive forum in which certain actions may be brought against the Corporation or its directors, officers or other employees.

 

The foregoing description of Cubic’s amended and restated bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the amended and restated bylaws, a copy of which is filed as an exhibit hereto and incorporated herein by reference.

 

Item 9.01  Financial Statements and Exhibits.

 

Exhibit

 

 

Number

 

Description of Exhibit

3.1

 

Amended and Restated Bylaws of Cubic Corporation

 

2


 

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.

 

Date: August 8, 2013

CUBIC CORPORATION

 

 

 

By:

/s/ James R. Edwards

 

Name:

James R. Edwards

 

Title:

Senior Vice President,

 

 

General Counsel & Secretary

 

3