| 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) 06/09/2008 | ||||||||||||||||||||||||||
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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 | 06/09/2008 | D | 5,465(1) | D | $24(2) | 0 | D | |||
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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 | ||||||||
| Option to Purchase Common Stock | $20.57 | 06/09/2008 | D | 2,000 | (3) | 04/18/2017 | Common Stock | 2,000 | $3.43 | 0 | D | ||||
| Option to Purchase Common Stock | $26.99 | 06/09/2008 | D | 556 | (4) | 02/25/2014 | Common Stock | 556 | $0(4) | 0 | D | ||||
| Option to Purchase Common Stock | $29.27 | 06/09/2008 | D | 2,000 | (5) | 04/20/2015 | Common Stock | 2,000 | $0(5) | 0 | D | ||||
| Option to Purchase Common Stock | $25.58 | 06/09/2008 | D | 2,000 | (6) | 04/19/2016 | Common Stock | 2,000 | $0(6) | 0 | D | ||||
| Explanation of Responses: |
| 1. The amount of securities reported as beneficially owned prior to the transaction included 5,465 restricted share units. These units vested as part of the transaction and were cancelled in exchange for $24.00 for each such unit. |
| 2. Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 21, 2007, by and among BAE Systems, Inc., Mira Acquisition Sub Inc. and MTC Technologies, Inc., in exchange for an aggregate cash payment of $131,160, representing $24 per share. |
| 3. This option, which provided for vesting in three equal annual installments beginning April 18, 2007, was cancelled pursuant to the Agreement and Plan of Merger, dated as of December 21, 2007, by and among BAE Systems, Inc., Mira Acquisition Sub Inc. and MTC Technologies, Inc., in exchange for an aggregate cash payment of $6,860, representing the difference between the exercise price per share of the option and $24 per share. |
| 4. This option, which provided for vesting in three equal annual installments beginning February 25, 2004, was cancelled pursuant to the Agreement and Plan of Merger, dated as of December 21, 2007, by and among BAE Systems, Inc., Mira Acquisition Sub Inc. and MTC Technologies, Inc., for no payment because the exercise price per share of the option is greater than $24 per share. |
| 5. This option, which provided for vesting in three equal annual installments beginning April 20, 2005, was cancelled pursuant to the Agreement and Plan of Merger, dated as of December 21, 2007, by and among BAE Systems, Inc., Mira Acquisition Sub Inc. and MTC Technologies, Inc., for no payment because the exercise price per share of the option is greater than $24 per share. |
| 6. This option, which provided for vesting in three equal annual installments beginning April 19, 2006, was cancelled pursuant to the Agreement and Plan of Merger, dated as of December 21, 2007, by and among BAE Systems, Inc., Mira Acquisition Sub Inc. and MTC Technologies, Inc., for no payment because the exercise price per share of the option is greater than $24 per share. |
| Bruce A. Teeters, Attorney-in-Fact | 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. | ||