FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MTC TECHNOLOGIES INC [ MTCT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/21/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $.01 per share ("Common Stock") | 06/09/2008 | J(1) | 5,612,887 | D | (1) | 1,000 | I | See(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. See "Remarks". |
Remarks: |
Beneficial ownership of shares of Common Stock referred to herein was reported in the Initial Statement of Beneficial Ownership of Securities on Form 3 (the "Form 3") filed with the Securities Exchange Commission on December 31, 2007 because (i) BAE Systems, Inc. ("BAE Systems") may have been deemed to have had beneficial ownership of such shares as a result of the Voting Agreement dated as of December 21, 2007, among BAE Systems, Inc., Rajesh K. Soin and Rivas Enterprises Limited Partnership III (the "Voting Agreement") and (ii) BAE Systems plc, as the owner of 100% of the capital stock of BAE Systems, may have been deemed to have been the beneficial owner of any shares BAE Systems was deemed to beneficially own. On June 9, 2008, the merger of Mira Acquisition Sub Inc., a wholly-owned, indirect subsidiary of BAE Systems, Inc. ("Merger Sub"), with and into the Issuer was completed, the Voting Agreement terminated by its terms and the Issuer became a wholly-owned, indirect subsidiary of BAE Systems, pursuant to the terms of the Agreement and Plan of Merger dated as of December 21, 2007, among BAE Systems, Merger Sub and the Issuer. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), BAE Systems and BAE Systems plc state that neither this Statement of Changes in Beneficial Ownership of Securities on Form 4 nor the initial Form 3 shall be deemed an admission that either BAE Systems or BAE Systems plc was, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of such shares of Common Stock, and such beneficial ownership is expressly disclaimed. |
/s/ Sheila C. Cheston, Senior Vice President and General Counsel | 06/09/2008 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |