As filed with the Securities and Exchange Commission on June 9, 2008

Registration No. 333-104013

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 1

To Form S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

 

 

MTC TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   02-0593816

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

4032 Linden Avenue

Dayton, Ohio 45432

(937) 252-9199

(Address of Principal Executive Offices)

 

 

MTC TECHNOLOGIES, INC.

2002 EQUITY AND PERFORMANCE INCENTIVE PLAN

(Full title of the plan)

 

 

Mark N. Brown

Principal Executive Officer

MTC Technologies, Inc.

4032 Linden Avenue

Dayton, Ohio 45432

(937) 252-9199

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copy to:

Sheila C. Cheston

Senior Vice President, General Counsel and Secretary

BAE Systems, Inc.

1601 Research Boulevard

Rockville, Maryland 20850

(301) 838-6000

 

 

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 12b2 of the Exchange Act.

 

Large accelerated filer   ¨

   Accelerated filer   x

Non-accelerated filer   ¨     (Do not check if a smaller reporting company)

   Smaller reporting company   ¨

 

 

 

Deregistration of Securities

Pursuant to Rule 478 under the Securities Act of 1933, as amended, MTC Technologies, Inc. (the “ Company ”) hereby withdraws from registration under this Post-Effective Amendment No. 1 any and all shares of Common Stock, par value $0.001 per share, of the Company (“ Common Stock ”), originally registered under the Registration Statement on Form S-8 (File No. 333-104013), and any amendments thereto, which have not been issued. On June 9, 2008, the merger of Mira Acquisition Sub Inc., a wholly-owned, indirect subsidiary of BAE Systems, Inc., with and into the Company (the “ Merger ”) was completed. In connection with the Merger, the MTC Technologies, Inc. 2002 Equity and Performance Incentive Plan, pursuant to which the shares would have been issued, has been amended so that no additional shares of Company Common Stock may be issued or sold under such plan.

 

2

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, MTC Technologies, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 (File No. 333-104013) to be signed on its behalf by the undersigned, thereunto duly authorized, in Rockville, Maryland, on the 9th day of June, 2008.

 

MTC TECHNOLOGIES, INC.
By:    
 

/s/ Mark N. Brown

  Name:   Mark N. Brown
  Title:   Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-104013) has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

    

Title

  

Date

/s/ Mark N. Brown

     Principal Executive Officer    June 9, 2008
Name: Mark N. Brown        

/s/ Robert T. Murphy

     Principal Financial Officer    June 9, 2008
Name: Robert T. Murphy        

/s/ Terry L. Shaw

     Principal Accounting Officer    June 9, 2008
Name: Terry L. Shaw        

/s/ Sheila C. Cheston

     Director    June 9, 2008
Name: Sheila C. Cheston        

/s/ Walter P. Havenstein

     Director    June 9, 2008
Name: Walter P. Havenstein        
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