** **

**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

** **

**AMENDMENT No. 1**

 

**ANNUAL REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES**

**EXCHANGE ACT OF 1934**

** **

**For the Fiscal Year Ended September 30, 2009**

 

**Commission File Number  1-8931**

 

**CUBIC CORPORATION**

Exact Name of Registrant as Specified in its Charter

 

| **Delaware**            | ** ** | **95-1678055**                   |
|-------------------------|------------|----------------------------------|
| State of  Incorporation |       | IRS Employer  Identification No. |

 

**9333 Balboa Avenue**

**San Diego, California 92123**

**Telephone (858) 277-6780**

 

Securities registeredpursuant to Section 12(b) of the Act:

 

| **Common Stock** | ** ** | **New York Stock Exchange, Inc.** |
|-----------------------|------------|-------------------------------------------------------|
| Title of each class   |       | Name of exchange on  which registered                 |

 

Securitiesregistered pursuant to Section 12(g) of the Act: **None**

 

Indicate by check mark ifthe registrant is a well known seasoned issuer, as defined in Rule 405 of theSecurities Act.  Yes o  No x

 

Indicated by check markif the registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act.  Yes o  No x

 

Indicate by check mark whetherthe Registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months,and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes o  No o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of the registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K. Yes o  No x

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See definition of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act (check one).

 

| Large accelerated filer o |   | Accelerated filer x         |
|---------------------------|--------|-----------------------------|
|                      |   |                        |
| Non-accelerated filer o   |   | Smaller reporting company o |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of the Act)  Yes o  No x

 

The aggregatemarket value of 15,848,189 shares of voting stock held by non-affiliates of theregistrant was: $401,434,627 as of March 31, 2009, based on the closing stockprice on that date.

 

Number of sharesof common stock outstanding as of November 12, 2009 including shares held byaffiliates is: 26,731,987 (after deducting 8,945,120 shares held as treasurystock).

 

**DOCUMENTS INCORPORATED BY REFERENCE:**

 

Portions of theRegistrant’s Proxy Statement for its 2010 Annual Meeting of Shareholders to beheld on February 23, 2010, are incorporated by reference into Part III of thisAnnual Report on Form 10-K. 

 

 

 

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**AmendmentNo. 1.  Annual Report Pursuant to Section 13or 15(d) of the Securities Exchange Act of 1934**

 

**Explanatory Note**

 

CubicCorporation (“Cubic”) is filing this Amendment No. 1 to its Annual Reporton Form 10-K for fiscal year 2009, filed with the Securities and ExchangeCommission (the “Commission”) on December 9, 2009 (the “Original Filing”),in order to incorporate the information under the heading “Report, Discussionand Analysis” from page 6 of Cubic’s definitive 2010 Notice of AnnualMeeting and Proxy Statement, filed with the Commission on January 14, 2010(the “Proxy Statement”), by reference into Item 11 of the Original Filing.  The first sentence of the Report, Discussionand Analysis incorrectly provided that the information was not to be incorporatedby reference into any of Cubic’s filings under the Securities Act of 1933, asamended, or the Securities Exchange Act of 1934, as amended.  In addition, the qualification should havespecified that Cubic’s Compensation Committee Report shall not be deemed to be “solicitingmaterial,” and is not deemed “filed” with the Commission, and that thequalification does not apply to Cubic’s Report, Discussion and Analysis sectionas a whole.

 

Except for the filing of this Amendment, thisForm 10-K/A does not modify or update any previously reported financialstatements or other disclosures in, or exhibits to, the Original Filing.

 

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** **

**PART IV**

 

**Item 15.   EXHIBITS,FINANCIAL STATEMENT SCHEDULES**

 

Exhibits:

 
| 31.1 |   | Section 302 Certifications. |
|------|--------|----------------------------------|

 

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**SIGNATURES**

 

Pursuant to therequirements of Sections 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized:

 
| (Registrant) |     | CUBIC CORPORATION                                                |   |
|--------------|----------|------------------------------------------------------------------|--------|
|         |     |                                                             |   |
| *3/3/10*     | * * | /s/ William L. Hoese                                        |   |
| Date         |     | WILLIAM L. HOESE, VP, Corporate Secretary &  General Counsel |   |

 

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