Form 8-K

8-K — ESCO TECHNOLOGIES INC

Accession: 0001104659-26-113300

Filed: 2026-10-02

Period: 2026-10-01

CIK: 0000866706

SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2626186d1_8k.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2626186d1_8k.htm · Sequence: 1

false

0000866706

2026-10-01

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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):

October 1, 2026

ESCO

TECHNOLOGIES INC.

(Exact Name of Registrant

as Specified in Charter)

Missouri

1-10596

43-1554045

(State or Other

(Commission

(I.R.S. Employer

Jurisdiction of Incorporation)

File Number)

Identification No.)

645

Maryville Centre Drive, Suite 300

St. Louis, Missouri

63141-5855

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (314) 213-7200

Securities registered pursuant to section 12(b) of

the Act:

Name of each exchange

Title of each class

Trading Symbol(s)

on which registered

Common

Stock, par value $0.01 per share

ESE

New

York Stock Exchange

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:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))

¨ Pre-commencement

communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13d-4 (c))

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).       Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into

a Material Definitive Agreement

The information set forth under Item 2.01 of this Current Report on

Form 8-K related to the entry into the Shareholder Agreement (as defined below) and Item 2.03 of this Current Report on Form 8-K

related to the entry into the New Credit Agreement (as defined below) is incorporated herein by reference.

Item 1.02 Termination

of a Material Definitive Agreement

Upon the effectiveness of the New Credit Agreement, the Existing Credit

Agreement (as defined below) was terminated. The Existing Credit Agreement had been scheduled to mature by its terms on August 30,

2028.

Item 2.01 Completion

of Acquisition or Disposition of Assets

On October 1, 2026 (the “Closing

Date”), ESCO Technologies Inc., a Missouri corporation (the “Registrant”), completed its previously

announced purchase of the entire issued share capital of Megger Group Limited, a company incorporated in England and Wales (the “Company,”

and such transaction, the “Transaction”), pursuant to a share purchase agreement dated April 15, 2026 (the “Purchase

Agreement”) with TBG AG, a Swiss stock corporation (the “Seller”). The aggregate cash and stock consideration

paid by the Registrant to Seller was approximately $2.3 billion, consisting of $922 million in cash and 5.10 million shares (the “Consideration

Shares”) of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”). The purchase

price is subject to a post-closing adjustment based on the net debt and working capital of the Company, with such adjustment payable

in cash.

This summary of the Purchase Agreement does not purport to be complete

and is qualified in its entirety by reference to the full text thereof, a copy of which was attached as

Exhibit 10.1 to the Registrant’s Form 8-K filed on April 16, 2026, and incorporated herein by reference.

Shareholder Agreement

In connection with the Transaction, the Registrant and Seller entered

into a shareholder agreement (the “Shareholder Agreement”) dated October 1, 2026. The Shareholder Agreement provides

for, among other things: (i) the right of Seller to have one designated individual appointed as a member of the Registrant’s

board of directors (the “Board,” and such individual, the “Seller Designee”), with such Board representation

continuing for so long as Seller maintains, together with its permitted transferees and certain affiliated holders (collectively, “Seller

Holders”), aggregate beneficial ownership of at least 50% of the Consideration Shares (the “Minimum Ownership Threshold”);

(ii) certain restrictions on the transfer of the Consideration Shares during the 12-month period following the Closing Date (such

period, the “Restricted Period”), with 50% of the Consideration Shares released from such restrictions six months

after the Closing Date, in all cases subject to certain specified exceptions and limitations; (iii) certain standstill provisions

including, during and after the Restricted Period until the date that is six months after no Seller Designee is a member of the Board

and Seller has irrevocably waived its right to designate a Seller Designee, limitations on Seller Holders acquiring an aggregate beneficial

ownership, inclusive of any Consideration Shares, of more than 24.5% of the then-outstanding shares of Common Stock unless Seller has

obtained the consent of the Registrant’s Board, subject to certain exceptions; (iv) certain voting provisions applicable during

the Restricted Period and continuing thereafter until no Seller Designee is a member of the Board; (v) the right of Seller to consent

to various actions of the Registrant during the Restricted Period (and assuming Seller satisfies the Minimum Ownership Threshold during

such time) relating to fundamental changes to the Registrant’s business and changes to the Registrant’s bylaws that would

disproportionately and materially adversely affect Seller’s rights under the Shareholder Agreement or relative to other shareholders;

(vi) certain customary resale, demand and piggyback registration rights; and (vii) certain preemptive and information rights.

The foregoing description of the Shareholder

Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of the

substantially final form of which was attached as Exhibit 10.2

to the Registrant’s Form 8-K filed on April 16, 2026, and incorporated herein by reference.

Item 2.03 Creation

of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

of a Registrant

As previously disclosed, on May 29,

2026, the Registrant and certain of its subsidiaries entered into a Credit Agreement with a group of banks led by JPMorgan Chase

Bank, N.A. as administrative agent, Bank of America, N.A. as syndication agent, BMO Capital Markets Corp., Commerce Bank, Regions

Capital Markets, a Division of Regions Bank, TD Bank, N.A. and Wells Fargo Bank, National Association as co-documentation agents (the

“New Credit Agreement”). The New Credit Agreement became effective substantially concurrently with the consummation

of the Transaction on the Closing Date and replaced the Amended and Restated Credit Agreement, dated as of August 30, 2023 among

the Registrant, the Foreign Subsidiary Borrowers party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A. as Administrative

Agent, Bank of America, N.A. as Syndication Agent, Commerce Bank and TD Bank, N.A. as Co-Documentation Agents, and the Departing Lenders

as defined therein (as amended, the “Existing Credit Agreement”), which terminated on the Closing Date upon the effectiveness

of the New Credit Agreement.

The New Credit Agreement provides for (a) a senior secured revolving

credit facility in an initial aggregate commitment amount of $500 million (the “Revolving Credit Facility”), (b) a

senior secured term loan A facility in an initial aggregate principal amount of $500 million (the “Term Loan A Facility”),

and (c) a senior secured term loan B facility in an initial aggregate principal amount of $500 million (the “Term Loan

B Facility,” and together with the Revolving Credit Facility and the Term Loan A Facility, the “Senior Secured Credit

Facilities”).

On the Closing Date, the Registrant borrowed approximately $1.0 billion

under the Term Loan A Facility, the Term Loan B Facility and the Revolving Credit Facility under the New Credit Agreement to (i) fund

the cash portion of the purchase price for the Transaction, (ii) consummate the refinancing of existing indebtedness of the Registrant

and the Company, and (iii) pay the fees, premiums, expenses, and other transaction costs incurred in connection with the Transaction.

The obligations under the New Credit Agreement are guaranteed by the

Registrant (with respect to the obligations of the foreign borrowers), the other borrowers and the Registrant’s direct and indirect

material U.S. subsidiaries, subject to a number of exceptions.

The obligations of the Registrant and the borrowers and the guarantors

under the Senior Secured Credit Facilities are secured by a first priority perfected security interest, subject to permitted liens and

certain customary exceptions, in substantially all tangible and intangible personal property of the Registrant and the other borrowers

and the guarantors, including the pledge of 100% of the equity interests of each of the borrowers’ and guarantors’ existing

and future material domestic and foreign subsidiaries (except where such a pledge as to certain foreign or other subsidiaries would cause

an adverse tax or accounting consequence, 65% of the voting equity interests and 100% of the non-voting equity interests of such foreign

subsidiary or other subsidiary).

Through a credit facility expansion option, the Registrant may elect

to increase the aggregate amount of the Revolving Credit Facility or obtain incremental term loans in any agreed currency up to the U.S.

Dollar equivalent of up to (a) the greater of (x) $451 million or (y) 100% of Consolidated EBITDA (as defined and for

periods set forth therein) plus (b) additional amounts subject to certain terms and conditions (including compliance with certain

maximum leverage ratios). In addition to loans drawn down by the Registrant, certain of the Registrant’s foreign subsidiaries may

draw loans on the New Credit Agreement. Under the Revolving Credit Facility, up to the U.S. dollar equivalent of $75 million may be made

available in certain specified foreign currencies, and up to the U.S. dollar equivalent of $75 million may be made available for the

issuance of letters of credit.

Interest on loans under the New Credit Agreement may be calculated

at a spread over either an Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, Daily Simple SONIA Rate or Alternate Base Rate, at the Registrant’s

election. In addition, the Registrant will pay a facility fee on the aggregate amount of the Senior Secured Credit Facilities, and certain

other fees.

The loans under the Revolving Credit Facility and Term Loan A Facility

are scheduled to mature on October 1, 2031 and the loans under the Term Loan B Facility are scheduled to mature on October 1,

2033.

The New Credit Agreement imposes various restrictions on the Registrant,

including usual and customary representations and warranties, financial covenants including a leverage ratio and an interest coverage

ratio, yield protection covenants, limitations on the ability of the Registrant or any of its subsidiaries to incur debt, to grant liens

upon their assets, and prohibition of certain consolidations, mergers and sales and transfers of assets by the Registrant and its subsidiaries

without the consent of the lenders. The New Credit Agreement includes usual and customary events of default for facilities of this nature

(with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default, payment of all amounts payable

under the New Credit Agreement may be accelerated and/or the lenders’ commitments may be terminated. In addition, upon the occurrence

of certain insolvency or bankruptcy related events of default, all amounts payable under the New Credit Agreement will automatically

become immediately due and payable, and the lenders’ commitments will automatically terminate.

The foregoing summary of the New Credit Agreement does not purport

to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which was attached as Exhibit 10.1

to the Registrant’s Form 8-K filed on June 3, 2026, and incorporated herein by reference.

The Registrant has various relationships with JPMorgan Chase Bank,

N.A., as well as certain of the other lenders under the New Credit Agreement. Certain of such lenders and their affiliates have engaged,

and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with the

Registrant and its affiliates.

Item 5.02 Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers

Effective October 1, 2026, the Registrant's Board of Directors,

by unanimous written consent pursuant to Section 3.1 of its Bylaws, increased the authorized size of its Board of Directors from

eight to nine members and elected Mr. Jeremy P. Abson as a director to fill the vacancy thereby created.

Mr. Abson will receive compensation for his service on the Board

of Directors and its Committees pursuant to the Registrant's Compensation Plan for Non-Employee Directors, as amended, on the same basis

as the Registrant's other directors; consistent with the compensation described in the Company’s most recent Annual Report on Form 10-K

filed with the Securities and Exchange Commission on December 10, 2025, under the heading “Director Compensation” and

as updated from time to time.

Mr. Abson was designated as a Class III Director, to serve

for a term ending at the 2029 annual meeting of shareholders. He will also serve on the Nominating and Corporate Governance Committee

and the Executive Committee of the Board of Directors. In order to retain equality of size among the three director classes as nearly

as practicable, Mr. Khilnani, previously a Class III director, was reclassified as a Class I Director to serve for a term

ending at the 2027 annual meeting of shareholders.

Mr. Abson was appointed to the Board of Directors as an independent

director in accordance with the terms of the Shareholder Agreement. Mr. Abson does not have a direct or indirect material interest

in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K involving the Registrant.

Item 9.01 Financial

Statements and Exhibits

(a) Financial Statements. To the extent financial statements

are required to be filed with this item, such financial statements will be filed by amendment to this Current Report on Form 8-K

not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information. To the extent

pro forma financial information is required to be filed by this item, such financial information will be filed by amendment to this Current

Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be

filed.

(d) Exhibits

Exhibit No. Description of Exhibit

10.1 Form of

Shareholder Agreement between TBG AG and ESCO Technologies Inc. (incorporated by reference

to Exhibit 10.2 to the Registrant’s Form 8-K filed on April 16, 2026)

10.2 Credit

Agreement, dated as of May 29, 2026 among the Registrant, the Foreign Subsidiary Borrowers

party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as

Administrative Agent, Bank of America, N.A. as Syndication Agent, and BMO Capital Markets

Corp., Commerce Bank, Regions Capital Markets, a Division of Regions Bank, TD Bank, N.A.

and Wells Fargo Bank, National Association, as Co-Documentation Agents (incorporated by reference

to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 3, 2026)

104 Cover Page Inline Interactive Data File

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: October 2, 2026

ESCO TECHNOLOGIES INC.

By:

/s/Christopher

L. Tucker

Christopher L. Tucker

Senior Vice President and Chief Financial Officer

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 6

v3.26.3

Cover

Oct. 01, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 01, 2026

Entity File Number

1-10596

Entity Registrant Name

ESCO

TECHNOLOGIES INC.

Entity Central Index Key

0000866706

Entity Tax Identification Number

43-1554045

Entity Incorporation, State or Country Code

Entity Address, Address Line One

645

Maryville Centre Drive

Entity Address, Address Line Two

Suite 300

Entity Address, City or Town

St. Louis

Entity Address, State or Province

Entity Address, Postal Zip Code

63141-5855

City Area Code

314

Local Phone Number

213-7200

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, par value $0.01 per share

Trading Symbol

ESE

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration