ECC INTERNATIONAL CORP
8-K, 1998-06-17
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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                       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):       June 15, 1998
                                                 ------------------------------

                             ECC International Corp.
               -------------------------------------------------- 
               (Exact Name of Registrant as Specified in Charter)


                                    Delaware
               --------------------------------------------------  
                 (State or Other Jurisdiction of Incorporation)


       001-8988                                         23-1714658
- - ------------------------                   ------------------------------------
(Commission File Number)                   (I.R.S. Employer Identification No.)


    175 Strafford Avenue, Suite 116
        Wayne, Pennsylvania                                     19087-3377
- - ----------------------------------------                        ----------
(Address of Principal Executive Offices)                        (Zip Code)


                                 (610) 687-2600
              ----------------------------------------------------  
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)










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ITEM 5.  OTHER EVENTS.

     On June 16, 1998, ECC International Corp. (the "Company") reported that Dr.
James C. Garrett, age 53, has been named President, Chief Executive Officer and
a member of the Board of Directors of the Company. Dr. Garrett has had an
extensive career in the defense and aerospace industries spanning over 28 years.
He most recently served as Vice President and General Manager of the Raytheon
E-Systems Communications Division. Dr. Garrett replaces George W. Murphy, who
retired from the Company earlier this month to pursue personal interests.

     The full text of the Company's press release is filed as Exhibit 99 to this
Current Report on Form 8-K and is incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


     (c)  EXHIBITS.

     Exhibit No.    Description
     -----------    -----------

        99          Press Release




















                                       -2-


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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 hereunto duly authorized.



Date: June 17, 1998                      ECC INTERNATIONAL CORP.
                                         -----------------------
                                               (Registrant)



                                         By: /s/ Relland M. Winand
                                             ----------------------------------
                                             Relland M. Winand
                                             Vice President, Finance









                                       -3-


<PAGE>   4


                                  EXHIBIT INDEX



Exhibit No.               Description
- - -----------               -----------


    99                    Press Release












<PAGE>   1


                                                                      EXHIBIT 99





   Dr. James C. Garrett Named President, Chief Executive Officer and Director
                              of ECC International


WAYNE, Pa.--(BUSINESS WIRE)--June 16, 1998--Dr. James C. Garrett, 53, has been
named President, Chief Executive Officer and a member of the Board of Directors
of ECC International Corp. (NYSE:ECC - news). The announcement was made by
General Merrill A. McPeak, Chairman of the Board of Directors.

Dr. Garrett has had an extensive career in the defense and aerospace industries
spanning over 28 years. He most recently served as Vice President and General
Manager of the Raytheon E-Systems Communications Division, a position to which
he was named in 1991, with responsibility for a broad range of projects that
included theater weapons control systems utilizing high speed radar data
sharing, UHF tactical satellites and joint tactical terminals, radio altimeters,
and secure communication integrated systems. During the course of a twenty-year
career with Rockwell International Corporation [NYSE:ROK - news], he was Vice
President of the Command and Control Systems, Satellite and Secure Systems,
Tactical Products and Engineering Divisions. He received a B.S. in Electrical
Engineering from Oklahoma State University, an M.S. in Electrical Engineering
from Southern Methodist University, and a Ph.D. in Electrical Engineering from
Oklahoma State University.

General McPeak said: "Jim Garrett has had a very diverse and successful career
and is ideally suited to assume the executive leadership of ECC International.
His experience and track record in the defense sector mesh well with the
challenges and opportunities we face at ECC. I look forward with enthusiasm to
Jim's leadership of our Company."

Dr. Garrett stated: "I am honored to be joining ECC at this stage in the
Company's development. From my perspective, I believe that ECC's training and
simulation business has considerable growth potential in a defense industry
characterized by consolidation, reduced spending and technological transition to
accommodate newly defined defense priorities. In this environment, our strategy
going forward will be to return the company to consistent profitability through
diversification of our portfolio of program awards, the leveraging of existing
programs to capture follow-on business and the selective penetration of the
non-military training and simulation market. I look forward to working with
ECC's highly talented and energetic professionals in realizing the potential of
our rich and extensive training and simulation technology base."




<PAGE>   2


Dr. Garrett replaces George W. Murphy as President, Chief Executive Officer and
a member of the Board of Directors of ECC. Mr. Murphy, whose intention to retire
from management was previously announced, retired from ECC earlier this month to
pursue personal interests. The Board of Directors stated: "George Murphy has
been an effective leader of the Company since 1970 and has built a corporation
that today stands in the forefront of the military training and simulation
industry. The Board wishes to express gratitude to George for his 28 years of
leadership, integrity and selfless commitment to the interests of the Company.
We wish him all the best in his future endeavors."

Statements in this press release regarding future plans, events or performance,
including without limitation profit levels and the receipt of future business
are forward looking statements and are subject to risks and uncertainties that
could cause actual results to differ materially. The following are important
factors, among others, that should be considered in evaluating any
forward-looking statements: the Company's actual revenue, sales order levels,
overhead rates, expense levels, and audit adjustments during future quarters,
general economic conditions, cancellation of weapons programs, delays in
contract awards, the introduction of new products by, and pricing practices of
the Company's competitors, and other risks identified in the Company's SEC
filings. Actual results may differ materially.

ECC International Corp. is a world leader in the design, research and production
of simulators and related training programs for crew, operator and maintenance
training. Through its headquarters and Instructional Systems Development Group
in Wayne, PA; its Systems Design and Production Center in Orlando, FL; and
through a wholly owned subsidiary, ECC Simulation Limited in Brighton, England,
the Company provides a wide range of products and services used by all branches
of the U.S. Department of Defense and by armed forces in 25 countries.



Contact:

     Relland Winand
     Vice President and CFO
     610/687-2600
           or
     Van Negris/Philip J. Denning
     Kehoe, White, Savage & Company, Inc.
     212/396-0606





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