CPS TECHNOLOGIES CORP/DE/ — Registration Form 2009

Dec 7, 2009

S-8 1 s82009sip.htm FORM S-8 DATED 8 DECEMBER 2009

As filed with the Securities and Exchange Commission on December 8, 2009

Registration No. 333-_____

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

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CPS Technologies Corporation (Exact Name of Registrant as Specified in Its Charter)

Delaware	04-2832509
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
111 South Worcester Street Norton, MA	02766-2102
(Address of Principal Executive Offices)	(Zip Code)

2009 Stock Incentive Plan

(Full Title of the Plan)

Grant C. Bennett

President

CPS Technologies Corporation

111 South Worcester Street

Norton, MA 02766 (Name and Address of Agent For Service)

(508) 222-0614

(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b2 of the Exchange Act. (Check one:)

Large accelerated filer Accelerated filer

Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.01 par value per share	1,500,000 shares(2)	$1.17(3)	$1,755,000(3)	$98

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Consists of 1,500,000 shares issuable under the 2009 Stock Incentive Plan.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the bid and asked prices of the Registrant`s Common Stock as reported on the OTC Bulletin Board on December 2, 2009.

1. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
2. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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 Norton, state of Massachusetts, on this 8th day of December, 2009.

CPS Technologies Corporation

By: _ /s/ Grant C. Bennett _____

Grant C. Bennett

President

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of CPS Technologies Corporation, hereby severally constitute and appoint Grant C. Bennett and Susan E. April, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable CPS Technologies Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

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/ Grant C. Bennett_ _____ Grant C. Bennett	President (Principal executive officer and financial and accounting officer)	December 8, 2009
/s/ Francis J. Hughes, Jr. ___ Francis J. Hughes, Jr.	Director	December 8, 2009
/s/ Daniel Snow_ ___ Daniel Snow	Director	December 8, 2009

INDEX TO EXHIBITS

Number	Description
4.1	Restated Certificate of Incorporation of the Company, as amended, is incorporated herein by reference to Exhibit 3 to the Company`s Registration Statement on Form 8-A (File No. 0-16088)
4.2	By-laws of the Company, as amended, are incorporated herein by reference to Exhibit 3.2 to the Company`s Registration Statement on Form S-1 (File No. 33-14616) (the 1987 S-1 Registration Statement
5	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
23.1	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5)
23.2	Consent of Wolf & Company, P.C.
24	Power of attorney (included on the signature pages of this registration statement)
99.1	2009 Stock Incentive Plan