SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report: December 16, 2003 ESSEX CORPORATION (Exact name of Registrant as specified in its charter) Commission File No. 0-10772 Virginia 54-0846569 (State or other jurisdiction of (IRS Employer ID No.) incorporation or organization) 9150 Guilford Road Columbia, Maryland 21046-2306 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (301) 939-7000 ESSEX CORPORATION ITEM 5. OTHER EVENTS. On December 16, 2003, Essex Corporation closed on the public offering and sale of 4,000,000 shares of its common stock at a price of $8.50 per share. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and in connection with the closing of the public offering referenced above, Essex is filing cautionary risk factor statements identifying important factors that could cause Essex's actual results to differ materially from those expressed or implied in forward-looking statements made by or on behalf of Essex. These statements amend and supersede prior cautionary risk factor statements contained in filings by Essex to the extent that they are inconsistent with those statements. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (99) Additional Exhibits 99.1 Cautionary Risk Factor Statements for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995. 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. ESSEX CORPORATION /S/ JOSEPH R. KURRY, JR. ------------------------------------- DATE: December 16, 2003 Joseph R. Kurry, Jr. Sr. Vice President, Treasurer and Chief Financial Officer