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: June 7, 2004 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 June 7, 2004, Essex Corporation issued a press release announcing that it has entered into a definitive agreement to acquire Performance Group, Inc. (PGI) of Fredericksburg, Virginia. A copy of the Registrant's press release is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release dated June 7, 2004, issued by Essex Corporation. 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 (Registrant) /S/ LEONARD E. MOODISPAW ----------------------------- DATE: June 7, 2004 Leonard E. Moodispaw President and CEO EXHIBIT INDEX Exhibit NUMBER DESCRIPTION 99.1 Press Release dated June 7, 2004, issued by Essex Corporation.