S-8

As filed with the Securities and Exchange Commission on October 4, 2007

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MODTECH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	33-0825386
(State or other jurisdiction of Identification No.)	(I.R.S. Employer incorporation or organization)

2830 BARRETT AVENUE

PERRIS, CA 92571

(Address of Principal Executive Office) (Zip Code)

MODTECH HOLDINGS, INC. 2002 EQUIYY INCENTIVE PLAN

(formerly titled “Modtech Holdings, Inc. 2002 Non-Statutory Stock Option Plan”)

(Full title of the plan)

DENNIS SHOGREN

2830 BARRETT AVENUE

PERRIS, CA 92571

(Name and address of agent for service)

(909) 943-4014

(telephone number, including area code, of agent for service)

COPY TO:

JON R. HADDAN, ESQ.

HADDAN & ZEPFEL LLP

500 NEWPORT CENTER DRIVE, SUITE 580

NEWPORT BEACH, CA 92660

(949) 706-6000

CALCULATION OF REGISTRATION

Title of Securities	Amount to	Proposed Maximum	Proposed Maximum	Amount of
to Be Registered	Be Registered(1)	Offering Price Per Share(2)	Aggregate Offering Price(2)	Registration Fee
Common Stock,	1,000,000	$1.72	$1,720,000	$52.80
$0.01 par value

(1) Represents a 1,000,000 share increase in the number of shares authorized for issuance under the Modtech Holdings, Inc. 2002 Equity Incentive Plan. Pursuant to Rule 416, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock divided, recapitalization or other similar transaction.

(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) based on the average of the high and low prices per share of Common Stock as reported on the NASDAQ Global Market on September 28, 2007.

INDRODUCTION

We are filing this Registration Statement on Form S-8 to register an additional 1,000,000 shares of our common stock that we may issue under our 2002 Equity Incentive Plan (the “Plan”). We have included in this Registration Statement only those items required by General Instruction E to Form S-8.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a)PROSPECTUS

In accordance with General Instruction E to Form S-8, the contents of our Registration Statement on Form S-8 (Registration No. 33-102933) previously filed by us with the Securities and Exchange Commission on February 2,2003 relating to the Plan, are incorporated herein by reference and made a part hereof.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Pursuant to General Instruction E, only those opinions and consents required by Item 8 and new information concerning our relationship with our former auditors are provided.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

We have agreed to indemnify and hold our former auditors, KPMG LLP (KPMG), harmless against and from any and all legal costs and expenses incurred by KPMG in successful defense of any legal action or proceeding that arises as a result of KPMG's consent to incorporation by reference of its audit report on our past financial statements incorporated by reference in this registration statement.

ITEM 8. EXHIBITS

5.1 Opinion of Haddan & Zepfel LLP

23.1 Consent of KPMG LLP, independent register public accounting firm

23.2 Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP, independent registered public accounting firm

23.3 Consent of Haddan & Zepfel LLP (included in Exhibit 5.1)

24.1 Power of Attorney (contained on signature page hereto)

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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 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 Perris, State of California, on this 2nd day of October, 2007.

MODTECH HOLDINGS, INC.

By: /s/ Dennis L. Shogren                              

Dennis L. Shogren

President, Chief Executive Office and

Director(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dennis L. Shogren and Kenneth S. Cragun and each of them severally, as such persons’ true and lawful attorneys-in-fact and agents for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any new Registration Statement filed under Rule 462(b) of the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Dennis L.Shogren                      Dennis L. Shogren	President, Chief Executive Officer and Director (Principal Executive Officer)	October 2, 2007
/s/ Kenneth S. Cragun                    Kenneth S. Cragun	Chief Financial Officer, Senior Vice President and Secretary (Principal Financial and Accounting Officer)	October 2, 2007
/s/ Robert W. Campbell                 Robert W. Campbell	Director	October 2, 2007
/s/ Stanley N.Gaines                     Stanley N. Gaines	Director	October 2, 2007
/s/ Daniel J. Donahoe                   Daniel J. Donahoe	Director	October 2, 2007
/s/ Charles C. McGettigan           Charles C. McGettigan	Non-Executive Chairman of the Board, Director	October 2, 2007
/s/ Myron A. Wick III                 Myron A. Wick III	Director	October 2, 2007

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EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION
5.1	Opinion of Haddan & Zepfel LLP
23.1	Consent of KPMG LLP, independent registered public accounting firm
23.2	Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP, independent registered public accounting firm
23.3	Consent of Haddan & Zepfel LLP (included in Exhibit 5.1)
24.1	Power of Attorney (contained on signature page hereto)

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EX-5.1

EXHIBIT 5.1

Haddan & Zepfel LLP

Attorneys at Law

4685 MacArthur Court, Suite 220

Newport Beach, California 92660

(949) 752-6100

Facsimile (949) 752-6161

October 1, 2007

Modtech Holdings, Inc.

2830 Barrett Avenue

Perris, CA 92571

Dear Sirs:

You have requested our opinion with respect to certain matters in connection with the filing by Modtech Holdings, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission, covering the registration of up to 1,000,000 shares of the Company's Common Stock, $0.01 par value (the "Shares"), for issuance pursuant to the Modtech Holdings, Inc. 2002 Equity Incentive Plan (the "Plan").

In connection with this opinion, we have examined and relied upon the Registration Statement, the Company's Certificate of Incorporation and Bylaws, the Plan, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Registration Statement and the Plan, will be validly issued, fully paid, and nonassessable shares of Common Stock of the Company.

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Haddan & Zepfel LLP

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Modtech Holdings, Inc.:

We consent to the use of our report dated June 16, 2005, with respect to the consolidated statements of operations, shareholders’ equity and cash flows of Modtech Holdings, Inc. for the year ended December 31, 2004, and the related financial statement schedule II for the year ended December 31, 2004, incorporated herein by reference.

/s/ KPMG LLP

Costa Mesa, California

October 3, 2007

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Modtech Holdings, Inc.:

We consent to the use of our report dated April 2, 2007, with respect to the consolidated balance sheets of Modtech Holdings, Inc. as of December 31, 2006 and 2005, the related consolidated statements of operations, shareholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2006 and the related financial statement schedule II for each of the years in the two-year period ended December 31, 2006 incorporated herein by reference.

/s/ Squar, Milner, Peterson, Miranda & Williamson, LLP

San Diego, California

October 3, 2007