As filed with the Securities and Exchange Commission on December 29, 2006
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TECHNICAL COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Massachusetts | 04-2295040 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
100 Domino Drive, Concord, Massachusetts 01742
(Address of Principal Executive Offices) (Zip Code)
2005 NON-STATUTORY STOCK OPTION PLAN
(Full Title of the Plan)
Carl H. Guild, Jr.
President & Chief Executive Officer
Technical Communications Corporation
100 Domino Drive
Concord, Massachusetts 01742
(Name and Address of Agent For Service)
(978) 287-5100
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered(1) |
Proposed Offering Price per Share(2) |
Proposed Offering Price(2) |
Amount of Registration | |||||||
Common Stock, $.10 par value(3) |
50,000 | $ | 3.075 | $ | 153,750 | $ | 16.45 |
(1) | Pursuant to Rule 416, there are also being registered such additional shares of Common Stock as may become issuable pursuant to stock splits or similar transactions. |
(2) | The proposed maximum offering price per share and maximum aggregate offering price have been estimated pursuant to Rule 457(h) and (c) solely for the purpose of calculating the registration fee, based upon the average of the bid and asked prices of the Common Stock on the Over-The-Counter Bulletin Board on December 27, 2006. |
(3) | Includes rights to purchase common stock of the Registrant attached to the common stock pursuant to a Right Agreement entered into on August 6, 2004 in connection with the registrants Shareholder Rights Plan, whereby one right is deemed to be delivered with each share of common stock issued by the registrant. Such rights currently are not separately transferable apart from the common stock, and they are not exercisable until the occurrence of certain events. Accordingly, no independent value has been attributed to such rights. |
EXPLANATORY NOTE
Included in this Registration Statement on Form S-8 is an additional 50,000 shares of the common stock, $.10 par value, of the Registrant authorized for issuance under the Technical Communications Corporation 2005 Non-Statutory Stock Option Plan, as amended (the Plan). Following the registration of the additional 50,000 shares under this Registration Statement, a total of 150,000 shares will be registered under the Plan.
STATEMENT OF INCORPORATION BY REFERENCE
Pursuant to General Instruction E of Form S-8, this Registration Statement incorporates by reference the Registrants Registration Statement on Form S-8 (Registration No. 333-127447) as filed on August 11, 2005 relating to the registration of 100,000 shares issuable under the Plan.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement on Form S-8:
1. | The Registrants Annual Report on Form 10-KSB for the fiscal year ended September 30, 2006; |
2. | All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) since the end of the fiscal year covered by the Annual Report referred to in (a) above; and |
3. | The descriptions of the Registrants Common Stock ($.10 par value) contained in the Registrants registration statements filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. |
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to such time as the Registrant files a post-effective amendment to this Registration Statement on Form S-8 which indicates that all securities offered hereby have been sold, or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement on Form S-8 and to be a part hereof from the date of filing of such documents.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Concord, Commonwealth of Massachusetts, on this 29th day of December, 2006.
TECHNICAL COMMUNICATIONS CORPORATION | ||
By: | /s/ Carl H. Guild, Jr. | |
Carl H. Guild, Jr., President | ||
and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
NAME |
TITLE |
DATE | ||
/s/ Carl H. Guild, Jr. |
President, Chief Executive Officer | December 29, 2006 | ||
Carl H. Guild, Jr. | and Chairman of the Board | |||
(Principal executive officer) | ||||
/s/ Michael P. Malone |
Chief Financial Officer and Treasurer | December 29, 2006 | ||
Michael P. Malone | (Principal financial and accounting officer) | |||
/s/ Mitchell B. Briskin |
Director | December 29, 2006 | ||
Mitchell B. Briskin | ||||
/s/ Robert T. Lessard |
Director | December 29, 2006 | ||
Robert T. Lessard | ||||
/s/ Thomas E. Peoples |
Director | December 29, 2006 | ||
Thomas E. People |
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Exhibit Index
Exhibit Number |
Description | |
5* | Opinion of White White & Van Etten LLP | |
10.1 | Technical Communications Corporation 2005 Non-Statutory Stock Option Plan (Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-QSB, File No. 0-08588, filed May 10, 2005.) | |
10.2* | Amendment to Technical Communications Corporation 2005 Non-Statutory Stock Option Plan | |
23.1* | Consent of Vitale, Caturano & Company Ltd. | |
23.2* | Consent of White White & Van Etten LLP (included in Exhibit 5) |
* | Filed herewith. |