Amendment No. 3 to Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QpCv92wV107DbuwBei369koSd64IcC2wMMrOv4zIpeg0fknakTels8WHcO6AmqSV /cHWzjlDKleEyMw6psTD/g== 0001193125-06-021518.txt : 20060207 0001193125-06-021518.hdr.sgml : 20060207 20060207082337 ACCESSION NUMBER: 0001193125-06-021518 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060207 DATE AS OF CHANGE: 20060207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MTC TECHNOLOGIES INC CENTRAL INDEX KEY: 0001172243 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 020593816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78718 FILM NUMBER: 06583634 MAIL ADDRESS: STREET 1: 4032 LINDEN AVENUE CITY: DAYTON STATE: OH ZIP: 45432 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOIN RAJESH K CENTRAL INDEX KEY: 0001184146 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O MTC TECHNOLOGIES INC STREET 2: 4032 LINDEN AVENUE CITY: DAYTON STATE: OH ZIP: 45432 BUSINESS PHONE: 9372529199 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 3 TO SCHEDULE 13G Amendment No. 3 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d — 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. 3)*

MTC Technologies, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

55377A 10 6

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).

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 control number.


CUSIP NO. 55377A 10 6		13G		Page 2 of 7 Pages


1		NAMES OF REPORTING PERSONS / I.R.S. Identification Nos. of Above Persons (Entities Only) Rajesh K. Soin
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

4,553,341

6 SHARED VOTING POWER

1,102,887

7 SOLE DISPOSITIVE POWER

4,553,341

8 SHARED DISPOSITIVE POWER

1,102,887


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,656,228
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 35.8%
12	TYPE OF REPORTING PERSON (See Instructions) IN


CUSIP NO. 55377A 10 6		13G		Page 3 of 7 Pages

Item 1.

(a)

Name of Issuer:

MTC Technologies, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

4032 Linden Avenue

Dayton, Ohio 45432

Item 2.

(a)

Name of Person Filing:

Rajesh K. Soin

(b)

Address of Principal Business Office or, if None, Residence:

c/o MTC Technologies, Inc.

4032 Linden Avenue

Dayton, Ohio 45432

(c)

Citizenship:

United States

(d)

Title of Class of Securities:

Common Stock, par value $0.001 per share

(e)

CUSIP Number:

55377A 10 6

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Exchange Act;

(b)

Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)

Investment company registered under Section 8 of the Investment Company Act;

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; or

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


CUSIP NO. 55377A 10 6		13G		Page 4 of 7 Pages



Item 4.	Ownership.

	(a)	Amount beneficially owned: 5,656,228

	(b)	Percent of class: 35.8%

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote: 4,553,341

		(ii)	Shared power to vote or to direct the vote: 1,102,887

		(iii)	Sole power to dispose or to direct the disposition of: 4,553,341

		(iv)	Shared power to dispose or to direct the disposition of: 1,102,887

	The shares of common stock described on pages 2 and 4 hereof are reported as of February 7, 2006 and include 19,000 shares of Common Stock issuable to the Reporting Person upon the exercise of options that are exercisable within 60 days of February 7, 2006. Of the shares described in Items 4 (c)(i) and 4 (c)(iii) above, the Reporting Person has sole voting and investment power of 4,500,000 shares owned by various trusts of which he is the trustee. The Reporting Person has shared voting and investment power of the shares of Common Stock described above in Items 4 (c)(ii) and 4(c)(iv) as the managing member of a limited liability company serving as the general partner of a limited partnership which owns such shares.

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

	Not applicable.

Item 8.	Identification and Classification of Members of the Group.

	Not applicable.

Item 9.	Notice of Dissolution of Group.

	Not applicable.

Item 10.	Certifications.

	Not applicable.


CUSIP NO. 55377A 10 6		13G		Page 5 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 7, 2006

(Date)

/s/ Therese C. Mohn

Therese C. Mohn

Attorney-in-Fact


		Attention:		Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)


CUSIP NO. 55377A 10 6		13G		Page 6 of 7 Pages

EXHIBIT INDEX


Exhibit No.		Description
1		Power of Attorney, dated January 23, 2003

EX-1 2 dex1.htm POWER OF ATTORNEY, DATED JANUARY 31, 2006 Power of Attorney, dated January 31, 2006


CUSIP NO. 55377A 10 6		13G		Page 7 of 7 Pages

EXHIBIT 1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Therese Mohn and Robert Zangri, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, in any and all capacities, to execute, on behalf of the undersigned, any and all statements or reports under Section 13 of the Securities Exchange Act of 1934, as amended, with respect to the beneficial ownership of shares of common stock, par value $0.001 per share, or other securities of MTC Technologies, Inc., including, without limitation, all Schedules 13D and 13G and all successor or similar forms, to be filed with the Securities and Exchange Commission, to execute any and all amendments or supplements to any such statements or reports, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises (including, without limitation, completing, executing and delivering a Form ID to apply for electronic filing codes), as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifying and confirming all that said attorney or attorneys-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, and each of them, in serving in such capacity at the request of the undersigned, are not assuming any of the responsibilities of the undersigned to comply with Section 13 of the Securities Exchange Act of 1934 or any other legal requirement. This Power of Attorney shall remain in effect until revoked in writing by the undersigned.

/s/ Rajesh K. Soin

Rajesh K. Soin

Date: January 23, 2003

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