S-8

As filed with the Securities and Exchange Commission on March 14, 2006

Registration No. 333-                    

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

EAGLE TEST SYSTEMS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

36-2917389

(I.R.S. Employer Identification No.)

Eagle Test Systems, Inc.
2200 Millbrook Drive
Buffalo Grove, Illinois 60089
(Address of Principal Executive Offices) (Zip Code)

2003 Stock Option and Grant Plan
2006 Stock Option and Incentive Plan
(Full Title of the Plan)

Leonard Foxman
Chief Executive Officer and President
Eagle Test Systems, Inc.
2200 Millbrook Drive
Buffalo Grove, Illinois 60089
(Name and Address of Agent for Service)

(847) 367-8282
Telephone Number, Including Area Code, of Agent For Service.

Copies to:

Michael S. Turner, Esq.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
(617) 570-1000

CALCULATION OF REGISTRATION FEE

	Amount		Proposed Maximum
Title of Each Class of Securities	To Be	Proposed Maximum Offering	Aggregate Offering		Amount of
To Be Registered	Registered(1)	Price Per Share	Price		Registration Fee
2003 Stock Option and Grant Plan	182,000	$  6.00	$   1,092,000	(2)
Common Stock, par value $.01 per share	37,500	$  6.60	$      247,500	(2)
	150,000	$  7.00	$   1,050,000	(2)
	80,000	$  8.00	$      640,000	(2)
	325,000	$10.00	$   3,250,000	(2)
	50,000	$11.40	$      570,000	(2)
	140,000	$13.00	$   1,820,000	(2)
2006 Stock Option and Incentive Plan	2,600,000	$15.50	$40,300,000	(3)
Common Stock, par value $.01 per share
Total	3,564,500		$   48,969,500		$5,240(4)

(1) In addition, pursuant to Rule 416(a), this Registration Statement also covers such indeterminate number of additional shares of Common Stock as is necessary to eliminate any dilutive effect of any future stock split, stock dividend or similar transaction.

(2) Such shares are issuable upon exercise of outstanding options with fixed exercise prices. Estimated solely for purposes of calculating the filing fee pursuant to Rule 457(h), the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.

(3) An assumed price of $15.50 per share, which on March 8, 2006 was determined to be the initial public offering price of the Registrant’s Common Stock is set forth solely for purposes of calculating the filing fee pursuant to Rule 457(h) and has been used only for those shares without a fixed exercise price.

(4) Registration Statement No. 333-117274, previously filed by Eagle Test Systems, Inc. on July 9, 2004, as amended, was withdrawn on June 23, 2005. In accordance with Rule 457(p), the currently due filing fee of $5,240 is being offset by $5,240 of the aggregate registration fee of $21,128 associated with the withdrawn registration statement.

TABLE OF CONTENTS

PART I
	Item 1.Plan Information*
	Item 2.Registrant Information and Employee Plan Annual Information*
PART II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption From Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
INDEX TO EXHIBITS
Opinion of Goodwin Procter LLP
Consent of Independent Registered Public Accounting Firm

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

     *The documents containing the information specified in this Part I will be sent or given to employees, directors or others as specified by Rule 428(b)(1). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the Introductory Note to Part I of Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

            The following documents filed with the Commission are incorporated by reference in this Registration Statement:

(a) Registrant’s Prospectus dated March 8, 2006, as filed on March 9, 2006 pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”); and

(b) The section entitled “Description of Registrant’s Securities to be Registered” contained in the Registrant’s Registration Statement on Form 8-A, filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on March 3, 2006.

            All documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents.

Item 4. Description of Securities.

            Not applicable.

Item 5. Interests of Named Experts and Counsel.

            Not applicable.

Item 6. Indemnification of Directors and Officers.

            The Delaware General Corporation Law and the Registrant’s bylaws provide for indemnification of the Registrant’s directors and officers for liabilities and expenses that they may incur in such capacities. In general, the Registrant will indemnify its directors and officers with respect to actions taken

by them in good faith in a manner reasonably believed to be in, or not opposed to, the Registrant’s best interests and, with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful. Reference is made to the Registrant’s amended and restated bylaws filed as Exhibit 3.3 to the Registration Statement on Form S-1 (File No. 333-130521).

            The Registrant is party to an underwriting agreement which provides that the underwriters are obligated, under certain circumstances, to indemnify the Registrant’s directors, officers and controlling persons against certain liabilities, including liabilities under the Securities Act. Reference is made to the form of Underwriting Agreement filed as Exhibit 1.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-130521).

            The Registrant has entered into agreements with certain of its officers and directors that also provide for such indemnification and expenses and liability reimbursement. These agreements require the Registrant to indemnify such persons against liabilities that may arise by reason of their status or service as officers and directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. In addition, the Registrant has an existing directors and officers liability insurance policy to insure such persons against certain liabilities.

Item 7. Exemption From Registration Claimed.

            Not applicable.

Item 8. Exhibits.

            See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement on Form S-8, which Exhibit Index is incorporated herein by reference.

Item 9. Undertakings.

            (a) The undersigned Registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes, that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

            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 Buffalo Grove, State of Illinois, on March 14, 2006.

Eagle Test Systems, Inc.
By:	/s/ Leonard A. Foxman
	Leonard A. Foxman
	Chief Executive Officer and President

POWER OF ATTORNEY AND SIGNATURES

            We, the undersigned officers and directors of Eagle Test Systems, Inc. (the “Company”), hereby severally constitute and appoint Leonard A. Foxman and Stephen J. Hawrysz, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

            Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 14, 2006:

Signature	Title(s)
/s/ Leonard A. Foxman	Chief Executive Officer, President and Director
Leonard A. Foxman	(Principal Executive Officer)
/s/ Stephen J. Hawrysz	Chief Financial Officer and Treasurer
Stephen J. Hawrysz	(Principal Financial and Accounting Officer)
/s/ Theodore D. Foxman	Chief Operating Officer, Executive Vice President and Director
Theodore D. Foxman
/s/ Michael C. Child	Director
Michael C. Child
/s/ Ross W. Manire	Director
Ross W. Manire
William H. Gibbs	Director
/s/ David B. Mullen	Director
David B. Mullen

INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
3.1	Form of Second Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-130521) and incorporated herein by reference)
3.2	Form of Amended and Restated By-laws of the Registrant (filed as Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (No. 333-130521) and incorporated herein by reference)
4.1	Specimen Stock Certificate (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (No. 333-130521) and incorporated herein by reference)
5.1	Opinion of Goodwin Procter LLP
23.1	Consent of Goodwin Procter LLP (included in Exhibit 5.1)
23.2	Consent of Independent Registered Public Accounting Firm
24.1	Power of Attorney (included as part of the signature page of this Registration Statement)
99.1	2003 Stock Option and Grant Plan (filed as Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (No. 333-117274) and incorporated herein by reference)
99.2	2006 Stock Option and Incentive Plan (filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (No. 333-130521) and incorporated herein by reference)

EX-5.1

Exhibit 5.1

	Goodwin Procter LLP
	Counsellors at Law
	Exchange Place
	Boston, MA 02109
	T: 617.570.1000
	F: 617.523.1231

March 14, 2006

Eagle Test Systems, Inc.
2200 Millbrook Drive
Buffalo Grove, IL 60089

     Re: Securities Being Registered under Registration Statement on Form S-8

Ladies and Gentlemen:

     This opinion letter is furnished to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 3,564,500 shares (the “Shares”) of Common Stock, $.01 par value per share, of Eagle Test Systems, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2003 Stock Option and Grant Plan and 2006 Stock Option and Incentive Plan (collectively, the “Plans”).

     We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions expressed below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates and other inquiries of officers of the Company.

     The opinion expressed below is limited to the Delaware General Corporation Law (which includes applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the Delaware General Corporation Law and the Delaware Constitution).

     Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

     We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not 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 thereunder.

Very truly yours,

/s/ GOODWIN PROCTER llp

GOODWIN PROCTER LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the 2003 Stock Option and Grant Plan and 2006 Stock Option and Incentive Plan of Eagle Test Systems, Inc. of our reports dated November 15, 2005, with respect to the consolidated financial statements and schedule of Eagle Test Systems, Inc. included in the prospectus dated March 8, 2006 as filed with the Securities and Exchange Commission pursuant to Rule 424(b).

	/s/ Ernst & Young LLP
Chicago, Illinois March 7, 2006