As filed with the Securities and Exchange Commission on December 29, 2006

Registration No. 333-            

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

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FORM S-8

 

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REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

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TECHNICAL COMMUNICATIONS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

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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)

 

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2005 NON-STATUTORY STOCK OPTION PLAN

(Full Title of the Plan)

 

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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)

 

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CALCULATION OF REGISTRATION FEE

 

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Title of Each Class of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price per Share(2)			Proposed Maximum Aggregate Offering Price(2)			Amount of Registration Fee(2)
Common Stock, $.10 par value(3)		50,000		$	3.075		$	153,750		$	16.45

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(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 registrant’s 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.

 

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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 Registrant’s 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.

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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 Registrant’s 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 Registrant’s Common Stock ($.10 par value) contained in the Registrant’s 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.

 

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 Registrant’s 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)

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*	Filed herewith.