As filed with the Securities and Exchange Commission on March 20, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CUBIC CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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95-1678055 |
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(State or Other Jurisdiction
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(I.R.S. Employer
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9333 Balboa Avenue
San Diego, California 92123
(858) 259-1165
(Address of Principal Executive Offices)
CUBIC CORPORATION 2005 EQUITY INCENTIVE PLAN
CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN
CUBIC APPLICATIONS, INC. 401(K) RETIREMENT PLAN
(Full Title of the Plan)
William W. Boyle
Chief Executive Officer
Cubic Corporation
9333 Balboa Avenue
San Diego, California 92123
(858) 277-6780
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
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Scott N. Wolfe, Esq.
Latham & Watkins LLP
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James R. Edwards
and Secretary
9333 Balboa Avenue San Diego, California 92123 Telephone (858) 277-6780 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer x |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of
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Amount
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Proposed
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Proposed
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Amount of
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Common stock |
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4,465,125 shares |
(2) |
$ |
44.95 |
(3) |
$ |
200,707,369 |
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$ |
27,376 |
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Common stock |
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13,500 shares |
(4) |
$ |
31.10 |
(5) |
$ |
419,850 |
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$ |
57 |
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Common stock |
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250,000 shares |
(6) |
$ |
44.95 |
(3) |
$ |
11,237,500 |
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$ |
1,533 |
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Common stock |
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50,000 shares |
(7) |
$ |
44.95 |
(3) |
$ |
2,247,500 |
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$ |
307 |
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Total |
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4,778,625 shares |
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— |
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$ |
214,612,219 |
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$ |
29,273 |
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also registers an indeterminate number of additional shares that may be issued pursuant to the above-named plans as the result of any future stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock, and covers an indeterminate amount of interests to be offered and sold pursuant to the Cubic Corporation Employees’ Profit Sharing Plan (the “Profit Sharing Plan”) and the Cubic Applications, Inc. 401(k) Retirement Plan (the “401(k) Plan”).
(2) Represents 4,465,125 shares of common stock available for future issuance under the Cubic Corporation 2005 Equity Incentive Plan (the “2005 Plan”).
(3) This estimate is made pursuant to Rules 457(c) and 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share is $44.95, which is the average of the high and low prices for the registrant’s common stock as reported on the New York Stock Exchange on March 15, 2013.
(4) Represents 13,500 shares of common stock subject to outstanding awards under the 2005 Plan.
(5) This estimate is made pursuant to Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share is $31.10 per share, which is the weighted average exercise price of outstanding awards granted under the 2005 Plan.
(6) Represents 250,000 shares of common stock to be registered under the Profit Sharing Plan.
(7) Represents 50,000 shares of common stock to be registered under the 401(k) Plan.
Proposed sales to take place as soon after the effective date of the registration statement as awards granted under the above-named plans
are granted, exercised and/or distributed.
EXPLANATORY NOTE
Cubic Corporation previously registered 85,000 shares of common stock under the Profit Sharing Plan and 15,000 shares of common stock under the 401(k) Plan on a registration statement on Form S-8 (File No. 333-127493) filed with the Securities and Exchange Commission (“SEC”) on August 12, 2005, the contents of which are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document that is incorporated by reference herein or therein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) of the Securities Act. These documents and the documents incorporated by reference into this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In this registration statement, Cubic Corporation is sometimes referred to as “registrant,” “we,” “us” or “our.”
Item 3. Incorporation of Documents by Reference.
The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this registration statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this registration statement the following documents previously filed with the SEC:
(a) The registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012, filed with the SEC on December 14, 2012, as amended by the registrant’s Form 10-K/A filed with the SEC on January 28, 2013;
(b) The registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2012, filed with the SEC on February 11, 2013;
(c) The registrant’s Current Reports on Form 8-K filed with the SEC on December 18, 2012, February 1, 2013, February 25, 2013, March 1, 2013, March 8, 2013, March 14, 2013 and March 19, 2013;
(d) The Profit Sharing Plan’s Annual Report on Form 11-K for the fiscal year ended September 30, 2012, filed with the SEC on March 18, 2013;
(e) The 401(k) Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2011, filed with the SEC on June 18, 2012;
(f) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the registrant’s Annual Report on Form 10-K referred to in clause (a) above; and
(g) The description of the registrant’s common stock set forth in the registrant’s registration statement on Form 8-A filed with the SEC on August 29, 2008, including any amendment or report filed for the purpose of updating such description.
In addition, all documents filed by the registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement contained herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Under no circumstances shall any information furnished under Item 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by Section 102 of the Delaware General Corporation Law, the registrant has adopted provisions in its amended and restated certificate of incorporation and amended and restated bylaws that limit or eliminate the personal liability of its directors for a breach of their fiduciary duty as a director. Specifically, the registrant’s directors will not be personally liable for monetary damages for breach of a director’s fiduciary duty as director, except to the extent provided by applicable law:
(a) for breach of the director’s duty of loyalty to us or our shareholders;
(b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(c) any act related to unlawful stock purchases, redemptions or other distributions or payment of dividends; or
(d) for any transaction from which the director derived an improper personal benefit.
These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission.
As permitted by Section 145 of the Delaware General Corporation Law, the registrant’s amended and restated bylaws provide that:
(a) the registrant may indemnify its directors, officers, employees and agents to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions;
(b) the registrant may advance expenses incurred in defending a civil or criminal action, suit or proceeding as authorized by its board of directors; and
(c) the rights provided in the amended and restated bylaws are not exclusive.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index on page 6 is incorporated herein by reference as the list of exhibits required as part of this registration statement.
No original issuance securities are being offered under the Profit Sharing Plan or the 401(k) Plan, and therefore no opinion as to the legality of the securities being offered under such plans is given in this registration statement.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement,
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement, relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that the registrant meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on March 20, 2013.
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CUBIC CORPORATION |
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By: |
/s/ William W. Boyle |
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William W. Boyle |
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Chief Executive Officer |
Each person whose signature appears below hereby constitutes and appoints William W. Boyle and John D. Thomas, jointly and severally, his attorneys-in-fact, each with the full power of substitution, for him in any and all capacities, to sign this registration statement, and any amendments thereto (including post-effective amendments) , and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ William W. Boyle |
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Chief Executive Officer and Director |
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March 20, 2013 |
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William W. Boyle |
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(Principal Executive Officer) |
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/s/ John D. Thomas |
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Executive Vice President and Chief Financial Officer |
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March 20, 2013 |
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John D. Thomas |
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(Principal Financial Officer) |
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/s/ Mark A. Harrison |
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Senior Vice President and Corporate Controller |
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March 20, 2013 |
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Mark A. Harrison |
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(Principal Accounting Officer) |
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/s/ Walter C. Zable |
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Executive Chairman of the Board |
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March 20, 2013 |
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Walter C. Zable |
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/s/ Bruce G. Blakley |
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Director |
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March 20, 2013 |
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Bruce G. Blakley |
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/s/ Edwin A. Guiles |
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Director |
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March 20, 2013 |
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Edwin A. Guiles |
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/s/ Robert S. Sullivan, Ph.D. |
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Director |
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March 20, 2013 |
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Robert S. Sullivan, Ph.D. |
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/s/ John H. Warner, Jr., Ph.D. |
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Director |
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March 20, 2013 |
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John H. Warner, Jr., Ph.D. |
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Pursuant to the requirements of the Securities Act, the Plan Administrator of the Cubic Corporation Employees’ Profit Sharing Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on March 20, 2013.
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CUBIC CORPORATION EMPLOYEES’ PROFIT SHARING PLAN |
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By: |
/s/ John D. Thomas |
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John D. Thomas |
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Executive Vice President and Chief Financial Officer of Cubic Corporation, the Plan Administrator |
Pursuant to the requirements of the Securities Act, the Plan Administrator of the Cubic Applications, Inc. 401(k) Retirement Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on March 20, 2013.
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CUBIC APPLICATIONS, INC. 401(K) RETIREMENT PLAN |
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By: |
/s/ John D. Thomas |
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John D. Thomas |
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Executive Vice President and Chief Financial Officer of Cubic Corporation, the Plan Administrator |
EXHIBIT INDEX
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Exhibit |
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Incorporated by Reference |
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Filed |
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Number |
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Exhibit Description |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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Herewith |
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3.1 |
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Amended and Restated Certificate of Incorporation of the registrant |
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10-Q |
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001-08931 |
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3.1 |
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8/3/2006 |
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3.2 |
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Amended and Restated Bylaws of the registrant |
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8-K |
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001-08931 |
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3.1 |
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3/8/2013 |
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4.1 |
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Form of the registrant’s common stock certificate |
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10-K |
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001-08931 |
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4.1 |
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12/14/2012 |
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5.1 |
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Opinion of Latham & Watkins LLP |
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X |
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5.2 |
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Internal Revenue Service Determination Letter for the Cubic Corporation Employees’ Profit Sharing Plan |
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X |
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5.3 |
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Internal Revenue Service Determination Letter for the Cubic Applications, Inc. 401(k) Retirement Plan |
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X |
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10.1 |
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2005 Equity Incentive Plan |
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10-K |
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001-08931 |
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10.1 |
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12/14/2005 |
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23.1 |
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Consent of independent registered public accounting firm |
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X |
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23.2 |
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Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto) |
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X |
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23.3 |
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Consent of Mayer Hoffman McCann P.C. |
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X |
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24.1 |
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Power of Attorney (see signature page) |
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Exhibit 5.1
OPINION OF LATHAM & WATKINS LLP
March 20, 2013
Cubic Corporation
9333 Balboa Avenue
San Diego, California 92123
Re: Registration Statement on Form S-8; 4,478,625 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Cubic Corporation , a Delaware corporation (the “ Company ” ), in connection with the proposed issuance of 4,478,625 shares (the “ Shares ” ) of common stock of the Company, pursuant to the Company ’ s 2005 Equity Incentive Plan (as amended, the “ Plan ”). The Shares are included in a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “ Act ”), filed with the Securities and Exchange Commission (the “ Commission ” ) on March 20, 2013 (the “ Registration Statement ” ). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.
In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients, or certificates representing the Shares (in the form of the specimen certificate filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended September 30, 2012 filed with the Commission on December 14, 2012) have been manually signed by an authorized officer of the transfer agent and registrar therefor, and subject to the Company completing all actions and proceedings required on its part to be taken prior to the issuance of the Shares, when the Shares have been issued by the Company in the circumstances contemplated by the Plan against requisite payment therefor, the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
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Very truly yours, |
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/s/ LATHAM & WATKINS LLP |
Exhibit 5.2
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INTERNAL REVENUE SERVICE P. O. BOX 2508 CINCINNATI, OH 45201 |
DEPARTMENT OF THE TREASURY |
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Date: JUN 04 2012
CUBIC CORPORATION C/O PILLSBURY WINTHROP SHAW PITTMAN LL LORI PARTRICK 12255 EL CAMINO REAL STE 300 SAN DIEGO, CA 92130-4088 |
Employer Identification Number: 95-1678055 DLN: 17007028130001 Person to Contact: JON H STAGGS ID# 31208 Contact Telephone Number: (513) 263-3620 Plan Name: CUBIC CORPORATION EMPLOYEES PROFIT SHARING PLAN Plan Number: 001 |
Dear Applicant:
We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.
Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b) (3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.
The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provides examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.
This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.
This determination letter gives no reliance for any qualification change that becomes effective, any guidance published, or any statutes enacted, after the issuance of the Cumulative List (unless the item has been identified in the Cumulative List) for the cycle under which this application was submitted.
This letter may not be relied on after the end of the plan’s first five-year remedial amendment cycle that ends more than 12 months after the application was received. This letter expires on January 31, 2016. This letter considered the 2009 Cumulative List of Changes in Plan Qualification Requirements.
This determination letter is applicable for the amendment(s) executed
on 9/29/10 & 8/16/10.
This letter supersedes our letter dated on or about February 21, 2012.
The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in the Form 2848 Power of Attorney or appointee as indicated by the Form 8821 Tax Information Authorization.
If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.
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Sincerely, |
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/s/ Andrew E. Zuckerman |
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Andrew E. Zuckerman |
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Director, EP Rulings & Agreements |
Enclosures:
Publication 794
Addendum
Exhibit 5.3
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INTERNAL REVENUE SERVICE P. O. BOX 2508 CINCINNATI, OH 45201 |
DEPARTMENT OF THE TREASURY |
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Date: NOV 28 2011
CUBIC CORPORATION 9333 BALBOA AVENUE SAN DIEGO, CA 92123-1515 |
Employer Identification Number: 95-1678055 DLN: 17007028074001 Person to Contact: RAGEN BENNETT ID# 31362 Contact Telephone Number: (513) 263-4175 Plan Name: CUBIC APPLICATIONS INC 401K RETIREMENT PLAN Plan Number: 005 |
Dear Applicant:
We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.
Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.
The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provides examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.
This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.
This determination letter gives no reliance for any qualification change that becomes effective, any guidance published, or any statutes enacted, after the issuance of the Cumulative List (unless the item has been identified in the Cumulative List) for the cycle under which this application was submitted.
This letter may not be relied on after the end of the plan’s first five-year remedial amendment cycle that ends more than 12 months after the application was received. This letter expires on January 31, 2016. This letter considered the 2009 Cumulative List of Changes in Plan Qualification Requirements.
This determination letter is applicable for the amendment(s) executed
on 8/24/10 & 11/23/09.
The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in the Form 2848 Power of Attorney or appointee as indicated by the Form 8821 Tax Information Authorization.
If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.
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Sincerely, |
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/s/ Andrew E. Zuckerman |
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Andrew E. Zuckerman |
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Director, EP Rulings & Agreements |
Enclosures:
Publication 794
Addendum
Exhibit 23.1
Consent of independent registered public accounting firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Cubic Corporation 2005 Equity Incentive Plan, the Cubic Corporation Employees’ Profit Sharing Plan and the Cubic Applications, Inc. 401(k) Retirement Plan of our report dated December 14, 2012 (except for the retrospective adoption of amendments to the accounting standard relating to the reporting and display of comprehensive income as described in Note 1, as to which the date is February 25, 2013) included in the Current Report (Form 8-K) filed with the Securities and Exchange Commission on or about March 19, 2013.
We also consent to the incorporation by reference therein of our report dated December 14, 2012 with respect to the effectiveness of internal control over financial reporting of Cubic Corporation, included in the Annual Report (Form 10-K) for the year ended September 30, 2012, filed with the Securities and Exchange Commission.
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/s/ Ernst & Young LLP |
San Diego, California
March 18, 2013
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report, dated March 18, 2013, relating to the financial statements and schedule of the Cubic Corporation Employees’ Profit Sharing Plan included in that Plan’s Annual Report on Form 11-K for the year ended September 30, 2012, and our report, dated June 18, 2012, relating to the financial statements and schedule of the Cubic Applications, Inc. 401(k) Retirement Plan included in that Plan’s Annual Report on Form 11-K for the year ended December 31, 2011.
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/s/ MAYER HOFFMAN McCANN P.C. |
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San Diego, CA |
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March 20, 2013 |
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