UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 1)*
_________________________

MTC Technologies, Inc.
(Name of Issuer)
_______________________

Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
________________________
 
55377A 10 6
(CUSIP Number)
________________________
 
Sheila C. Cheston, Esq.
BAE Systems, Inc.
1601 Research Boulevard
Rockville, MD 20850
(301) 838-6000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
___________________________
 
Copy to:
Sarkis Jebejian, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
_________________________
 
June 9, 2008
(Date of Event which Requires Filing of this Statement)  
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
 
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
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
1,000*
(8)
SHARED VOTING POWER
None*
(9)
SOLE DISPOSITIVE POWER
1,000*
(10)
SHARED DISPOSITIVE POWER
None
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 *
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [  ]
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
(14)
TYPE OF REPORTING PERSON (See Instructions)
CO
   
 
 
____________________________  
 
* Beneficial ownership of 5,612,887 shares of Common Stock (as defined below) referred to in the initial Schedule 13D dated as of December 31, 2007, was reported thereunder because BAE Systems, Inc. may have been deemed to have had beneficial ownership of such shares as a result of the Voting Agreement described in the initial Schedule 13D.  On June 9, 2008, the Merger described in the initial Schedule 13D was completed, the Voting Agreement terminated by its terms and the Issuer became a wholly-owned, indirect subsidiary of BAE Systems, Inc., pursuant to the terms of the Merger Agreement described in the initial Schedule 13D.  Pursuant to Rule 13d-4, neither the filing of the initial Schedule 13D or this Amendment (as defined below) nor any of their contents shall be deemed to constitute an admission by BAE Systems, Inc. that it was 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.
 
 
2
 

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
1,000
(8)
SHARED VOTING POWER
None *
(9)
SOLE DISPOSITIVE POWER
1,000
(10)
SHARED DISPOSITIVE POWER
None
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 *
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [   ]
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
(14)
TYPE OF REPORTING PERSON (See Instructions)
CO
   
 
____________________________  
 
* Beneficial ownership of 5,612,887 shares of Common Stock referred to in the initial Schedule 13D dated as of December 31, 2007, was reported because (i) BAE Systems, Inc. may have been deemed to have had beneficial ownership of such shares as a result of the Voting Agreement described in the initial Schedule 13D and (ii) BAE Systems plc, as the owner of 100% of the capital stock of BAE Systems, Inc., may have been deemed to have had beneficial ownership of any shares which BAE Systems, Inc. was deemed to beneficially own.  On June 9, 2008, the Merger described in the initial Schedule 13D was completed, the Voting Agreement terminated by its terms and the Issuer became a wholly-owned, indirect subsidiary of BAE Systems, Inc., pursuant to the terms of the Merger Agreement described in the initial Schedule 13D.  Pursuant to Rule 13d-4, neither the filing of the initial Schedule 13D or this Amendment nor any of their contents shall be deemed to constitute an admission by BAE Systems plc that it was 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.
 
 
3
This Amendment No. 1 (the “ Amendment ”) amends and supplements the statement of beneficial ownership on Schedule 13D (the “ Schedule 13D ”) relating to shares of common stock, par value $0.01 per share (the “ Common Stock ”), of MTC Technologies, Inc., a Delaware corporation (the “ Issuer ”), originally filed with the Securities and Exchange Commission (“ SEC ”) on December 31, 2007, by and on behalf of BAE Systems, Inc. and BAE Systems plc.  Unless otherwise indicated herein, terms used but not defined in this Amendment have the same meanings ascribed to them in the initial Schedule 13D.
 
Item 4.               Purpose of Transaction
 
The information set forth in Item 4 is hereby amended and supplemented with the following:
 
(a) - (b)  On June 9, 2008, the Merger contemplated by the previously reported Merger Agreement, dated as of December 21, 2007, among BAE Systems, Inc., Merger Sub and the Issuer became effective.  Pursuant to the Merger, each outstanding share of Common Stock was converted into the right to receive $24.00 per share in cash without interest.
 
(h) - (i)  On June 9, 2008, the Common Stock was delisted from the Nasdaq Global Select Market and became eligible for termination of registration pursuant to Section 12(g)(4) of the Act.  The Issuer has caused a Form 25 to be filed with the SEC and has filed a Form 15 with the SEC requesting termination of the registration of the Common Stock under the Exchange Act.
 
Item 5.                      Interest in Securities of the Issuer
 
(e)  On June 9, 2008, the Merger contemplated by the previously reported Merger Agreement became effective.  BAE Systems, Inc. owns all of the outstanding Common Stock of the Issuer.

 
 
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:  June 9, 2008
 
 
  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  
 
 
 
[Signature Page to Schedule 13D/A]
 
 
 
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
   
 
 
 
6
 
 
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.
 
 
7
 
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.
 
 
 
8
 
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
   
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
 
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)
 
 
9
 
Name Present Principal Occupation
   
Roberto Quarta
(Italian and U.S. citizen)
Non-Executive Director
 
Partner, Clayton, Dubilier & Rice (Cleveland House, 33 King Street, London, England)
   
Sir Nigel Rudd
Non-Executive Director
   
Peter Weinberg
(U.K and U.S. citizen)
Non-Executive Director
 
Partner, Pernella Weinberg Partners (767 Fifth Avenue, New York, New York 10153)
   
Ravi Uppal
(Indian citizen)
Non-Executive Director
 
President, Global Markets, ABB Ltd. (Affolternstrasse 44, CM-B050, Zurich, Switzerland)
 
 
 
10
 
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

 

 
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