S-8

As filed with the Securities and Exchange Commission on August 11, 2009

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
(State or Other Jurisdiction of Incorporation or Organization)

04-2295040
(I.R.S. Identification Number)

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)

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.

Large accelerated filer o Accelerated filer o  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company þ

CALCULATION OF REGISTRATION FEE

			Proposed maximum
Title of securities	Amount to		offering price		Proposed maximum aggregate		Amount of
to be registered	be registered(1)		per share(2)		offering price(2)		registration fee(2)
Common Stock, $.10 par value(3)		50,000	$	5.15	$	257,500	$	14.37

(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 August 7, 2009.
(3)	Includes rights to purchase Common Stock of the Registrant attached to the Common Stock pursuant to a Rights 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.

TABLE OF CONTENTS

	PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference
	Item 8. Exhibits
SIGNATURES
Exhibit Index
EX-5 Opinion of White White & Van Etten PC
EX-10.2 Amendment to Technical Communications Corporation 2005 Non-Statutory Stock Option Plan
EX-23.1 Consent of Caturano and Company, P.C.

EXPLANATORY NOTE

     Included in this Registration Statement on Form S-8 are 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 200,000 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 and the Registrant’s Registration Statement on Form S-8 (Registration No. 333-139737) as filed on December 29, 2006 relating to the registration of an additional 50,000 shares issuable under the Plan, as such Registration Statement was amended by the Registrant’s Post-Effective Amendment No. 1 filed December 18, 2007.

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-K for the fiscal year ended September 27, 2008;
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.

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 11th day of August, 2009.

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	August 11, 2009
Carl H. Guild, Jr.	and Chairman of the Board (Principal executive officer)
/s/ Michael P. Malone	Chief Financial Officer and Treasurer	August 11, 2009
Michael P. Malone	(Principal financial and accounting officer)
/s/ Mitchell B. Briskin Mitchell B. Briskin	Director	August 11, 2009
/s/ Robert T. Lessard Robert T. Lessard	Director	August 11, 2009
/s/ Thomas E. Peoples Thomas E. Peoples	Director	August 11, 2009

Exhibit Index

Exhibit
Number	Description
5*	Opinion of White White & Van Etten PC
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 for the quarter ended March 26, 2005 as filed with the Commission on May 10, 2005.)
10.2*	Amendment to Technical Communications Corporation 2005 Non-Statutory Stock Option Plan
23.1*	Consent of Caturano and Company, P.C.
23.2*	Consent of White White & Van Etten PC (included in Exhibit 5)

* Filed herewith.

EX-5

Exhibit 5

WHITE WHITE & VAN ETTEN PC
55 Cambridge Parkway
Cambridge, MA 02142

August 11, 2009

Technical Communications Corporation
100 Domino Drive
Concord, Massachusetts 01742

Re:   2005 Non-Statutory Stock Option Plan, as amended

Ladies and Gentlemen:

     We have assisted Technical Communications Corporation (the “Company”), a Massachusetts corporation, in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission in connection with the registration of 50,000 shares (the “Shares”) of the Company’s Common Stock, $.10 par value per share, issuable under the Company’s 2005 Non-Statutory Stock Option Plan, as amended (the “Plan”), as that number may be adjusted from time to time pursuant to the provisions of the Plan.

     We have examined the Articles of Organization of the Company (as amended to date), the Amended and Restated By-Laws of the Company, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

     In examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies, and the authenticity of the originals of any such documents. We have further assumed that all information contained in all documents reviewed by us is true and complete and that each grant of an award pursuant to the Plan will be duly authorized.

     Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance under the Plan, and the Shares, when issued and paid for in accordance with the terms of the Plan, will be legally issued, fully-paid and nonassessable.

     This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein. Please note that we are opining as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is solely for your benefit in connection with the filing of the Registration Statement and may not be quoted or relied upon by any other person or used for any other purpose, without our prior written consent.

     We hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,
 

/s/ White White & Van Etten PC  

WHITE WHITE & VAN ETTEN PC 

EX-10.2

Exhibit 10.2

TECHNICAL COMMUNICATIONS CORPORATION

AMENDMENT TO 2005 NON-STATUTORY STOCK OPTION PLAN

     Pursuant to the resolution of the Board of Directors of Technical Communications Corporation adopted on November 6, 2008, Section 4(a) of the Technical Communications Corporation 2005 Non-Statutory Stock Option Plan is hereby amended by deleting the number “150,000” and inserting in its place the number “200,000” so that the first sentence of Section 4(a) now reads as follows:

     “Subject to the provisions of Section 12 of this Plan, the maximum aggregate number of shares of Common Stock for which Options may be granted under the Plan is 200,000 shares of Common Stock.”

TECHNICAL COMMUNICATIONS CORPORATION
 

/s/ David A. White  

David A. White, Secretary 

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As independent registered public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 the report of Vitale, Caturano & Co., Ltd. (whose name has been changed to Caturano and Company, P.C. effective May 1, 2009) dated December 19, 2008 relating to the consolidated financial statements of Technical Communications Corporation as of and for the years ended September 27, 2008 and September 29, 2007.

/s/ Caturano and Company, P.C.  

Caturano and Company, P.C. 

Boston, Massachusetts
August 11, 2009