As filed with the Securities and Exchange Commission on February 1, 2011

No. 333-115002

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment to
Form S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

APPLIED SIGNAL TECHNOLOGY, INC.

California		77-0015491
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
460 West California Ave.
Sunnyvale, CA		94086
(Address of Principal Executive Offices)		(Zip Code)

Applied Signal Technology, Inc. 2004 Stock Incentive Plan
(Full title of the plan)

William B. Van Vleet III
Applied Signal Technology, Inc.
460 West California Ave.
Sunnyvale, CA 94086
(Name and address of agent for service)

(408) 749-1888
(Telephone number, including area code, of agent for service)

     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 12b-2 of the Exchange Act. (Check one):

 

 

EXPLANATORY NOTE

     Applied Signal Technology, Inc. (the “Company”) filed a Registration Statement on Form S-8 (No 333-115002) (the “Registration Statement”) with the Securities and Exchange Commission on April 29, 2004, and a Post-Effective Amendment No. 1 to the Registration Statement was filed on May 19, 2004. On January 31, 2011, pursuant to that certain Agreement and Plan of Merger, dated as of December 18, 2010 by and among Raytheon Company, a Delaware corporation (“Parent”), RN Acquisition Company, a California corporation, and the Company, the Company became a wholly owned subsidiary of Parent. As a result of the transactions contemplated thereby, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statement.

     In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statement.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sunnyvale, State of California, on February 1, 2011.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature		Title		Date
/s/ William B. Van Vleet III   William B. Van Vleet III		President  (Principal Executive Officer)		February 1, 2011
/s/ James E. Doyle   James E. Doyle		Vice President  (Principal Financial Officer and Principal Accounting Officer)		February 1, 2011
/s/ Kathryn G. Simpson   Kathryn G. Simpson		Director		February 1, 2011