8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 15, 2007

CPS TECHNOLOGIES CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-16088	04-2832409
(State or Other Juris- diction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)

111 South Worcester Street, Chartley, Massachusetts 02712-0338

(Address of Principal Executive Offices) (Zip code)

Registrant`s telephone number, including area code: (508) 222-0614

CERAMICS PROCESS SYSTEMS CORPORATION

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

Effective March 15, 2007, the registrant changed its name from "Ceramics Process Systems Corporation" to "CPS Technologies Corp." The name change was effected pursuant to Section 253 of the General Corporation Law of the State of Delaware by the merger of CPS Superconductor Corporation, a wholly owned subsidiary of the registrant, into the registrant. The registrant was the surviving corporation and, in connection with the merger, the registrant amended its Restated Certificate of Incorporation to change the registrant`s name to "CPS Technologies Corp." pursuant to the Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware. A copy of the Certificate of Ownership and Merger is attached hereto as Exhibit 3.1.

The registrant`s common stock continues to trade on the NASD`s Over-the-Counter Bulletin Board under the symbol "CPSX."

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits:

Exhibit

Number Description

3.1 Certificate of Ownership and Merger filed on March 15, 2007 with the Secretary of State of the State of Delaware.

99.1 Press release issued by the registrant dated March 15, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.

CPS TECHNOLOGIES CORP.


Dated: March 15, 2006                                     

By: /s/ Grant C. Bennett
Grant C. Bennett
President, Chief Executive Officer

and Treasurer

EXHIBIT INDEX

Exhibit No. Description

3.1 Certificate of Ownership and Merger filed on March 15, 2007 with the Secretary of State of the State of Delaware.

99.1 Press release issued by the registrant dated March 15, 2007.

EX-3

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

CPS Superconductor Corporation

(a Delaware corporation)

INTO

Ceramics Process Systems Corporation

(a Delaware corporation)

Pursuant to Section 253 of the General Corporation Law of the State of Delaware, Ceramics Process Systems Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify:

FIRST: That the Corporation was incorporated on the April 13, 1987, pursuant to the General Corporation Law of the State of Delaware.

SECOND: That the Corporation owns all of the outstanding shares of each class of the stock of CPS Superconductor Corporation, a corporation incorporated on the April 7, 1988 pursuant to the General Corporation Law of the State of Delaware (the "Subsidiary").

THIRD: That on February 7, 2007, the Board of Directors of the Corporation, acting by written consent in accordance with Section 141(f) of the General Corporation Law of the State of Delaware, duly adopted the following resolutions and determined to merge the Subsidiary into the Corporation and change the Corporation`s corporate name to "CPS Technologies Corp." on the conditions set forth in such resolutions:

RESOLVED: That the Corporation shall, pursuant to Section 253 of the General Corporation Law of the State of Delaware, merge into itself its wholly owned subsidiary, CPS Superconductor Corporation, a Delaware corporation (the "Subsidiary"), with the Corporation as the surviving corporation, and shall assume all of the Subsidiary`s liabilities and obligations (the "Merger"); and that upon the effectiveness of the Merger, the Corporation`s corporate name shall be changed to "CPS Technologies Corp."

RESOLVED: That the President, Chief Executive Officer and Treasurer of the Corporation (the "Authorized Officer") is authorized and directed to prepare, execute and file with the Secretary of State of the State of Delaware a Certificate of Ownership and Merger setting forth a copy of the preceding resolution and this resolution, the filing thereof to be conclusive evidence of the authorization therefor by the Board.

RESOLVED: That, notwithstanding approval of the Certificate of Ownership and Merger by the Board, the Authorized Officer may, at any time prior to the filing of the Certificate of Ownership and Merger with the Secretary of State of the State of Delaware, abandon the filing of the Certificate of Ownership and Merger without further action by the Board.

RESOLVED: That upon effectiveness of said Merger, the name of the Corporation shall be changed to "CPS Technologies Corp." and Article First of the Restated Certificate of Incorporation of the Corporation shall be amended to read as follows:

"FIRST. The name of the Corporation is: CPS Technologies Corp."

RESOLVED: That the Authorized Officer be, and hereby is, authorized, for and on behalf of the Corporation and in its name, to execute, acknowledge, seal and deliver all such instruments, agreements and other documents, and to do all such acts and things, as he, in his sole discretion, shall deem necessary, desirable or appropriate in order to consummate the transactions described in and contemplated by the foregoing resolutions, or to carry out the intent and purpose of the foregoing resolutions, including, but not limited to notifying the appropriate officials in the various jurisdictions in which the Corporation is qualified to do business as a foreign corporation as to the change in the corporate name of the Corporation in connection with the Merger.

RESOLVED: That all actions, preparations, executions, deliveries and filings of all agreements, instruments, documents and certificates in the name of and on the behalf of the Corporation, under its corporate seal or otherwise, and all fees and expenses incurred or paid by the Authorized Officer as he has deemed necessary, proper or advisable to carry out the intent and effectuate the purposes of the foregoing resolutions prior to the date hereof are hereby authorized, approved, adopted, ratified and confirmed in all respects.

FOURTH: That the Merger of Subsidiary into the Corporation be effective upon the filing of a Certificate of Ownership and Merger with the Secretary of State of Delaware.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its authorized officer this 15 day of March, 2007.

CERAMICS PROCESS SYSTEMS CORPORATION

By: /s/ Grant C. Bennett

Name: Grant C. Bennett

Title: President, Chief Executive Officer and Treasurer

EX-99

Ceramics Process Systems Corporation
Grant Bennett
President
111 South Worcester Street
Chartley, MA 02712
Telephone: (508) 222-0614 ext 218
Fax: (508) 222-0220
Web Site: www.alsic.com

CERAMICS PROCESS SYSTEMS CHANGES NAME TO

CPS TECHNOLOGIES CORPORATION

Chartley, Massachusetts, March 15, 2007. Ceramics Process Systems Corporation (CPS) (OTCBB: CPSX) today announced that effective immediately we have changed our name to CPS Technologies Corporation.

CPS began as a developer of engineering ceramics, but we have significantly expanded our technology base, customer base and manufacturing capability since our founding. Today we provide advanced material solutions to the electronics, robotics, automotive and other industries. CPS products are found in cellular telephone infrastructure equipment, network servers, motor controllers for electric trains, subway cars and wind turbines, and many other applications. Our products allow our customers to improve the performance, increase the reliability, and reduce the cost of their products.

CPS has a proprietary, leading position today in a new class of materials, metal matrix composites, which are a combination of metals and ceramics. Management believes that like plastics 80 years ago, this new class of materials will penetrate many end markets over many years.

As CPS has evolved from a developer of engineering ceramics to a high-volume producer of metal matrix composites and other advanced material solutions, our customers have come to refer to us as CPS. This name change formally acknowledges that this transition to CPS Technologies, a high-volume producer of advanced material solutions, has occurred.

CPS` ticker symbol, CPSX, will remain the same. Our new CUSIP number is 12619F104.

This release may contain forward-looking statements as that term is defined in the Private Securities Reform Act of 1995. Various factors could cause actual results to differ materially from those projected in such statements.