Mtc Technologies Inc - Initial Statement of Beneficial Ownership (3)
December 31 2007 - 3:42PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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January 31, 2008
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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BAE Systems, Inc.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
12/21/2007
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3. Issuer Name
and
Ticker or Trading Symbol
MTC TECHNOLOGIES INC [MTCT]
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(Last)
(First)
(Middle)
1601 RESEARCH BOULEVARD
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
___
X
___ Other (specify below)
/ See 'Remarks'
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(Street)
ROCKVILLE, MD 20850-3173
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock, par value $.001 per share ('Common Stock')
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5612887
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I
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See 'Remarks'
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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Remarks:
On December 21, 2007, BAE Systems, Inc. entered into a Voting Agreement with Rajesh K. Soin and Rivas Enterprises Limited Partnership III (the "Voting Agreement") in connection with the execution of an Agreement and Plan of Merger between BAE Systems, Inc., Mira Acquisition Sub Inc., a wholly owned, indirect subsidiary of BAE Systems, Inc., and the Issuer. Beneficial ownership of shares of Common Stock referred to herein is being reported hereunder (i) because BAE Systems, Inc. may be deemed to have beneficial ownership of such shares as a result of the Voting Agreement and (ii) because BAE Systems plc, as the owner of 100% of the capital stock of BAE Systems, Inc., may be deemed to be the beneficial owner of any shares BAE Systems, Inc. is deemed to beneficially own. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), BAE Systems, Inc. and BAE Systems plc state that this Initial Statement of Beneficial Ownership of Securities on Form 3 shall not be deemed an admission that either BAE Systems, Inc. or BAE Systems plc is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of such shares of Common Stock, and such beneficial ownership is expressly disclaimed.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BAE Systems, Inc.
1601 RESEARCH BOULEVARD
ROCKVILLE, MD 20850-3173
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See 'Remarks'
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BAE SYSTEMS PLC
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See 'Remarks'
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Signatures
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Sheila C. Cheston, Senior Vice President and General Counsel
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12/31/2007
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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