sv8pos
As filed with the Securities and Exchange Commission on February 1, 2011
No. 333-150178
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment to
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
APPLIED SIGNAL TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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| California
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77-0015491 |
| (State or other jurisdiction of
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(I.R.S. Employer |
| incorporation or organization)
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Identification No.) |
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| 460 West California Ave. |
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| Sunnyvale, CA
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94086 |
| (Address of Principal Executive Offices)
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(Zip Code) |
Applied Signal Technology, Inc. 2004 Stock Incentive Plan
(Full title of the plan)
William B. Van Vleet III
Applied Signal Technology, Inc.
460 West California Ave.
Sunnyvale, CA 94086
(Name and address of agent for service)
(408) 749-1888
(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 12b-2 of the
Exchange Act. (Check one):
| Large accelerated filer o |
Accelerated filer þ |
Non-accelerated filer o
(Do not check if a smaller reporting company) | Smaller reporting company o
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EXPLANATORY NOTE
Applied Signal Technology, Inc. (the “Company”) filed a Registration Statement on Form S-8 (No
333-150178) (the “Registration Statement”) with the Securities and Exchange Commission on April 10,
2008. On January 31, 2011, pursuant to that certain Agreement and Plan of Merger, dated as of
December 18, 2010 by and among Raytheon Company, a Delaware corporation (“Parent”), RN Acquisition
Company, a California corporation, and the Company, the Company became a wholly owned subsidiary of
Parent. As a result of the transactions contemplated thereby, the Company has terminated all
offerings of the Company’s securities pursuant to the Registration Statement.
In accordance with an undertaking made by the Company in the Registration Statement to remove
from registration, by means of a post-effective amendment, any securities that remain unsold at the
termination of the offering, the Company hereby removes from registration all securities registered
under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Sunnyvale, State of California, on
February 1, 2011.
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APPLIED SIGNAL TECHNOLOGY, INC.
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By: |
/s/ James E. Doyle
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Name: |
James E. Doyle |
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Title: |
Vice President |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the date indicated.
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| Signature |
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Date |
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/s/ William B. Van Vleet III
William B. Van Vleet III
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President
(Principal
Executive
Officer)
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February 1, 2011 |
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/s/ James E. Doyle
James E. Doyle
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Vice President
(Principal
Financial
Officer and
Principal Accounting
Officer)
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February 1, 2011 |
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Director
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February 1, 2011 |
Kathryn G. Simpson |
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