CUSIP
No.
55377A 10 6
|
(1)
|
NAME
OF REPORTING PERSONS
BAE
Systems, Inc.
|
|
(2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [
]
|
|
(3)
|
SEC
USE ONLY
|
|
(4)
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
(5)
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR
2(e) [ ]
|
|
(6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
(7)
|
SOLE
VOTING POWER
None
|
|
(8)
|
SHARED
VOTING POWER
5,612,887
*
|
|
(9)
|
SOLE
DISPOSITIVE POWER
None
|
|
(10)
|
SHARED
DISPOSITIVE POWER
None
|
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,612,887
*
|
|
(12)
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
|
|
(13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.1%
|
|
(14)
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
|
|
|
____________________________
*
Beneficial ownership of 5,612,887 shares of Common Stock (as defined below)
referred to herein is being reported hereunder because BAE Systems, Inc. may
be
deemed to have beneficial ownership of such shares as a result of the Voting
Agreement described in this Schedule 13D. Pursuant to Rule 13d-4,
neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by BAE Systems, Inc. that it is the beneficial owner
of any Common Stock for purposes of Section 13(d) of the Securities Exchange
Act
of 1934, as amended (the “
Exchange Act
”), or for any other purpose, and
such beneficial ownership is expressly disclaimed.
CUSIP
No.
55377A 10 6
|
(1)
|
NAME
OF REPORTING PERSONS
BAE
Systems plc
|
|
(2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [
]
|
|
(3)
|
SEC
USE ONLY
|
|
(4)
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
(5)
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR
2(e) [ ]
|
|
(6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
England
and Wales
|
|
NUMBER
OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
(7)
|
SOLE
VOTING POWER
None
|
|
(8)
|
SHARED
VOTING POWER
5,612,887
*
|
|
(9)
|
SOLE
DISPOSITIVE POWER
None
|
|
(10)
|
SHARED
DISPOSITIVE POWER
None
|
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,612,887
*
|
|
(12)
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
|
|
(13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.1%
|
|
(14)
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
|
|
|
____________________________
*
Beneficial ownership of 5,612,887 shares of Common Stock (as defined below)
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 described in this Schedule 13D and (ii) because BAE Systems plc,
as
the owner of 100% of the capital stock of BAE Systems, Inc., may be deemed
to
have beneficial ownership of any shares which BAE Systems, Inc. is deemed to
beneficially own. Pursuant to Rule 13d-4, neither the filing of this
Schedule 13D nor any of its contents shall be deemed to constitute an admission
by BAE Systems plc that it is the beneficial owner of any Common Stock for
purposes of Section 13(d) of the Exchange Act or for any other purpose, and
such
beneficial ownership is expressly disclaimed.
Item
1.
Security
and Issuer
This
Schedule 13D relates to the common stock, par value $.001 per share (the
“
Common Stock
”), of MTC Technologies, Inc., a Delaware corporation (the
“
Issuer
”). The principal executive offices of the Issuer are
located at 4032 Linden Avenue, Dayton, Ohio 45432.
Item
2.
Identity
and Background
This
Schedule 13D is filed on behalf of (i) BAE Systems, Inc., a Delaware
corporation, which is a wholly owned subsidiary of BAE Systems plc, and
(ii) BAE Systems plc, a public limited company registered in England and Wales,
(collectively, the “
Reporting Persons
”).
The
Reporting Persons are engaged in the manufacture, development and sale of
defense products and services for air, land and naval forces as well as advanced
electronics, information technology solutions and customer support services
in
many countries in the world.
The
address of the principal office of BAE Systems, Inc. is 1601 Research Boulevard,
Rockville, Maryland 20850, USA. The address of the principal office
of BAE Systems plc is 6 Carlton Gardens, London, England SW1Y 5AD, United
Kingdom.
Set
forth
in Schedules A and B hereto, which are incorporated herein by reference, is
the
name, business address, present principal occupation or employment and the
name,
principal business and address of any corporation or other organization in
which
such employment is conducted and citizenship of each of the Reporting Persons’
respective directors and executive officers, as of the date
hereof. Other than such directors and executive officers, there are
no persons controlling either of the Reporting Persons.
During
the past five years, neither the Reporting Persons nor, to the Reporting
Persons’ knowledge, any person named in Schedule A or B hereto, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the past five years, neither the Reporting
Persons nor, to the Reporting Persons’ knowledge, any person named in Schedule A
or B hereto, was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person was or is
subject to a judgment, decree or final order enjoining future violations of,
or
prohibiting or mandating activity subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item
3.
Source
and Amount of Funds or Other Consideration
As
more
fully described in response to Items 4 and 5, the shares of Common Stock to
which this Schedule 13D relates have not been purchased by the Reporting
Persons, and thus, no funds were used for such purpose.
Item
4.
Purpose
of Transaction
(a)
- (b)
Rajesh K. Soin and Rivas Enterprises Limited Partnership III (each, a
“
Stockholder
” and, collectively, the “
Stockholders
”) and BAE
Systems, Inc. are parties to a Stockholder Voting Agreement dated as of December
21, 2007 (the “
Voting Agreement
”) with respect to 5,612,887 shares of
Common Stock (collectively, the “
Subject Shares
”) held of record by the
Stockholders. The Voting Agreement was entered into as a condition to
the willingness of BAE Systems, Inc. to enter into an Agreement and Plan of
Merger, dated as of December 21, 2007 (the “
Merger Agreement
”), by and
among BAE Systems, Inc., Mira Acquisition Sub Inc., a Delaware corporation
and
an indirect, wholly owned subsidiary of BAE Systems, Inc. (“
Merger Sub
”),
and the Issuer. Pursuant to the Merger Agreement, Merger Sub will
merge with and into the Issuer (the “
Merger
”) and upon the consummation
of the Merger the Issuer will continue as the surviving corporation (the
“
Surviving Corporation
”) and become an indirect, wholly owned subsidiary
of BAE Systems, Inc. The Merger is subject to a number of conditions,
and there is no certainty that the Merger will be consummated. The
descriptions of the Merger Agreement and the Voting Agreement contained herein
are qualified in their entirety by reference to such agreements, which are
filed
as Exhibits 1 and 2 hereto, respectively, and incorporated by reference
herein.
(c)
Not
applicable.
(d)
Pursuant to the Merger Agreement, at the Effective Time, the directors of Merger
Sub immediately prior to the Effective Time shall become the directors of the
Surviving Corporation, until the earlier of their resignation or removal and
until their respective successors are duly elected and qualified, as the case
may be. The existing directors of Merger Sub are Walter P.
Havenstein and Sheila C. Cheston. Pursuant to the Merger Agreement,
at the Effective Time, the officers of the Merger Sub immediately prior to
the
Effective Time shall be the officers of the Surviving Corporation, until the
earlier of their resignation or removal and until their respective successors
are duly appointed and qualified, as the case may be. The existing officers
of
Merger Sub are Douglas Belair, President, Raymond A. Parra, Vice President
and Secretary, Carroll L. Marcus, Jr., Vice President and Treasurer,
Sheila C. Cheston, Vice President and Assistant Secretary, Robert T.
Murphy, Vice President and Assistant Treasurer, Paul W. Cobb, Jr.,
Assistant Secretary, Leo Millstein, Assistant Secretary and Terry L. Shaw,
Assistant Treasurer.
(e)
Other
than as a result of the Merger described above, not applicable.
(f)
Other
than as a result of the Merger described above, not applicable.
(g)
Pursuant to the Merger Agreement, at the Effective Time the Amended and Restated
Certificate of Incorporation of Issuer, shall be amended to read in its entirety
as set forth in Exhibit B of the Merger Agreement, which is incorporated herein
by reference, and, as so amended, shall be the Certificate of Incorporation
of
the Surviving Corporation until thereafter amended in accordance with its terms
and applicable law. Pursuant to the Merger Agreement, at the
Effective Time, the Amended and Restated Bylaws of Issuer, shall be amended
to
read in their entirety as set forth in Exhibit C of the Merger Agreement, which
is incorporated herein by reference, and, as so amended, shall be the Bylaws
of
the Surviving Corporation until thereafter amended in accordance with their
terms, the Certificate of Incorporation of the Surviving Corporation and
applicable law.
(h)
- (i)
At the Effective Time, the Common Stock will be delisted from the Nasdaq Global
Select Market and will become eligible for termination of registration pursuant
to Section 12(g)(4) of the Act.
(j)
Other
than as described above, none of the Reporting Persons currently have any plans
or proposals which relate to, or may result in, any actions similar to the
matters listed in Items 4(a) - (i) of Schedule 13D (although the Reporting
Persons reserve the right to develop such plans or proposals).
Item
5.
Interest
in Securities of the Issuer
(a)
- (b)
As a result of the Voting Agreement, BAE Systems, Inc. may be deemed to be
the
beneficial owner of the Subject Shares for purposes of Rule 13d-3 under the
Act. 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 Subject
Shares which BAE Systems, Inc. may be deemed to beneficially
own. Neither the filing of this Schedule 13D nor any of its contents
shall be deemed to constitute an admission by either BAE Systems, Inc. or BAE
Systems plc that it is the beneficial owner of any of the Subject Shares
referred to herein for purposes of the Act, or for any other purpose, and such
beneficial ownership is expressly disclaimed. The Subject Shares
constitute approximately 37.1% of the issued and outstanding shares of Common
Stock, based on the Issuer’s representation in the Merger Agreement that there
were 15,147,906 shares of Common Stock issued and outstanding at the close
of
business on December 21, 2007. Pursuant to the Voting Agreement any
shares of capital stock of the Issuer acquired by any of the Stockholders after
the date of the Voting Agreement and during the term of the Voting Agreement
(including through the exercise of any stock options, warrants or similar
instruments) will be subject to the Voting Agreement. Accordingly,
any such acquisition of shares of capital stock of the Issuer by any Stockholder
may result in BAE Systems, Inc. and BAE Systems plc being deemed to acquire
beneficial ownership of additional securities of the Issuer.
Pursuant
to the Voting Agreement, the
Stockholders agreed to, among other things, vote (or cause to be voted or
provide written consent with respect to) their respective Subject Shares (and
any shares of capital stock of the Issuer acquired by such Stockholder after
the
date of the Voting Agreement and during the term of the Voting Agreement) (i)
in
favor of adopting the Merger Agreement or in any other circumstances upon which
a vote, consent or other approval (including by written consent) with respect
to
the Merger Agreement, the Merger or other transactions contemplated by the
Merger Agreement is sought and (ii) against (and withhold consent with respect
to) certain other alternative transactions, including any transactions which
would impede, interfere or be inconsistent with, delay, postpone, discourage
or
adversely affect the timely consummation of the Merger. The
Stockholders have granted an irrevocable proxy to BAE Systems, Inc.,
Sheila C. Cheston and Robert T. Murphy, or any of them and any
individual designated in writing by any of them, and each of them individually,
to vote their Subject Shares or grant a consent or approval in respect of the
Subject Shares in accordance with the immediately preceding
sentence. The Stockholders also agreed not to solicit or engage in
discussions or negotiations in connection with any alternative Company Takeover
Proposal (as defined in the Merger Agreement) and not to transfer or otherwise
dispose of the shares of Common Stock to which the Voting Agreement
applies. The name of each Stockholder and the number of Subject
Shares beneficially owned by each Stockholder are set forth in Schedule A
to the Voting Agreement, which is attached as Exhibit 2
hereto.
The
Voting Agreement will terminate upon the earlier of the consummation of the
Merger and the termination of the Merger Agreement in accordance with its terms,
subject to the Stockholders’ obligations in the following sentence. If the
Merger Agreement is terminated (a) in circumstances where BAE Systems, Inc.
is
or may be entitled to a payment by the Issuer in connection with termination
of
the Merger Agreement and (b) the Issuer or any of its subsidiaries enters into
a
definitive agreement with respect to a Company Takeover Proposal or the
transactions contemplated by any Company Takeover Proposal are consummated
within 12 months of such termination, then subject to consummation of such
Company Takeover Proposal (or another Company Takeover Proposal consummated
in
lieu of such Company Takeover Proposal), the Stockholders shall jointly and
severally pay to BAE Systems, Inc. an amount in cash equal to 50% of the Excess
Profit (as defined in Voting Agreement), if any, of the Stockholders from such
consummated Company Takeover Proposal.
(c)
Neither the Reporting Persons nor, to the knowledge of the Reporting Persons,
any person named in Schedule A or B hereto, has effected any transaction in
the
Common Stock during the past 60 days.
(d)
Pursuant to the terms of the Voting Agreement, BAE Systems, Inc. is entitled
to
a portion of the proceeds of the sale of the Subject Shares under limited
circumstances, as described in Item 5 (a) - (b) above.
(e)
Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Other
than as described in Items 3, 4
and 5 and the agreements incorporated herein by reference and set forth as
exhibits hereto, to the knowledge of the Reporting Persons, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any of the securities, finder’s fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or losses, or the giving or withholding of proxies.
|
Item
7.
|
Material
to Be Filed as Exhibits
|
The
following documents are filed as exhibits:
|
Exhibit
Number
|
Exhibit
Name
|
|
1
|
Agreement
and Plan of Merger by and among BAE Systems, Inc., Mira Acquisition
Sub
Inc. and MTC Technologies, Inc., dated as of December 21,
2007.
|
|
2
|
Stockholder
Voting Agreement by and between BAE Systems, Inc., Rajesh K. Soin
and
Rivas Enterprises Limited Partnership III, dated as of December 21,
2007.
|
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: December
31, 2007
|
|
BAE
SYSTEMS, INC.,
|
|
|
|
|
|
|
|
|
By:
|
/s/ Sheila
C. Cheston
|
|
|
|
|
Name:
Sheila C. Cheston
|
|
|
|
|
Title: Senior
Vice President and General Counsel
|
|
|
|
|
|
|
|
|
BAE
SYSTEMS PLC,
|
|
|
|
|
|
|
|
|
By:
|
/s/ David
Parkes
|
|
|
|
|
Name:
David Parkes
|
|
|
|
|
Title:
Company Secretary
|
|
|
|
|
|
|
EXHIBIT
INDEX
|
Exhibit
Number
|
Exhibit
Name
|
|
1
|
Agreement
and Plan of Merger by and among BAE Systems, Inc., Mira Acquisition
Sub
Inc. and MTC Technologies, Inc., dated as of December 21,
2007.
|
|
2
|
Stockholder
Voting Agreement by and between BAE Systems, Inc., Rajesh K. Soin
and
Rivas Enterprises Limited Partnership III, dated as of December 21,
2007.
|
SCHEDULE
A
Directors
and Executive Officers of BAE Systems, Inc.
The
following is a list of the
directors and executive officers of BAE Systems, Inc., setting forth the present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted
for each such person. Each director and officer is a citizen of the
United States and the business address for each director and officer is 1601
Research Boulevard, Rockville, MD 20850, USA.
Board
of Directors of BAE Systems, Inc.
|
Name
|
Present
Principal Occupation
|
|
Mark
H. Ronald
|
Chairman
Former
President & CEO, BAE Systems, Inc.
|
|
Lee
H. Hamilton
|
Outside
Director
|
|
Richard
J. Kerr
|
Outside
Director
|
|
Kenneth
A. Minihan
|
Outside
Director
|
|
Robert
J. Natter
|
Outside
Director
|
|
J.
H. Binford Peay, III
|
Outside
Director
|
|
William
Schneider, Jr.
|
Outside
Director
|
|
Anthony
C. Zinni
|
Outside
Director
|
|
Michael
J. Turner
|
Chief
Executive Officer, BAE Systems plc
|
|
George
W. Rose
|
Group
Finance Director, BAE Systems plc
|
|
Name
|
Present
Principal Occupation
|
|
Walter
P. Havenstein
|
President
& CEO, BAE Systems, Inc.
|
|
Sheila
C. Cheston
|
Senior
Vice President and General Counsel, BAE Systems, Inc.
|
|
Robert
J. Fitch
|
Senior
Vice President Government Relations, BAE Systems, Inc.
|
|
Robert
T. Murphy
|
Senior
Vice President and Chief Financial Officer, BAE Systems,
Inc.
|
SCHEDULE
A
Executive
Officers of BAE Systems, Inc.
|
Name
|
Position
|
|
Walter
P. Havenstein
|
President
& CEO, BAE Systems, Inc.
|
|
Sheila
C. Cheston
|
Senior
Vice President and General Counsel, BAE Systems, Inc.
|
|
Robert
J. Fitch
|
Senior
Vice President Government Relations, BAE Systems, Inc.
|
|
Robert
T. Murphy
|
Senior
Vice President and Chief Financial Officer, BAE Systems,
Inc.
|
SCHEDULE
B
Directors
and Executive Officers of BAE Systems plc
The
following is a list of the
directors and executive officers of BAE Systems plc, setting forth the present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted
for each such person. Except as otherwise indicated, each director
and officer is a citizen of the United Kingdom and the business address for
each
director and officer is 6 Carlton Gardens, London, SW1Y 5AD,
UK.
Board
of Directors of BAE Systems plc
|
Name
|
Present
Principal Occupation
|
|
Richard
Olver
|
Chairman
|
|
Christopher
Geoghegan
|
Executive
Director
Group
Executive Director, Businesses
|
|
Walter
P. Havenstein
(U.S.
citizen)
|
Executive
Director
President
& CEO, BAE Systems, Inc.
|
|
Ian
King
|
Executive
Director
Chief
Operating Officer, UK/ Rest of the World
|
|
George
Rose
|
Executive
Director
Group
Finance Director
|
|
Michael
Turner
|
Executive
Director
Chief
Executive Officer
|
|
Philip
Carroll
(U.S.
citizen)
|
Non-Executive
Director
|
|
Michael
Hartnall
|
Non-Executive
Director
|
|
Andrew
Inglis
|
Non-Executive
Director
|
|
Name
|
Present
Principal Occupation
|
|
|
Member
of the board of directors of BP p.l.c. and a member of the BP executive
management team (1 St. James’s Square, London, England)
|
|
Sir
Peter Mason KBE
|
Non-Executive
Director
Chief
Executive of AMEC plc. (76 - 78 Old Street, London, England)
|
|
Roberto
Quarta
(Italian
and U.S. citizen)
|
Non-Executive
Director
|
|
Sir
Nigel Rudd
|
Non-Executive
Director
|
|
Peter
Weinberg
(U.K
and U.S. citizen)
|
Non-Executive
Director
Senior
Director, Goldman Sachs Inc. (85 Broad St., New York, NY
U.S.A.)
|
SCHEDULE
B
Executive
Officers of BAE Systems plc
|
Name
|
Position
|
|
Christopher
Geoghegan
|
Group
Executive Director, Businesses
|
|
Walter
P. Havenstein
(U.S.
citizen)
|
Chief
Operating Officer
|
|
Ian
King
|
Chief
Operating Officer, UK/ Rest of the World
|
|
David
Parkes
|
Company
Secretary
|
|
George
Rose
|
Group
Finance Director
|
|
Michael
Turner
|
Chief
Executive Officer
|
15