<PAGE>





    As filed with the Securities and Exchange Commission on January 11, 2002
                                                  REGISTRATION NO. 333 -
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933


                        AMERICAN TECHNICAL CERAMICS CORP.
             (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                                       11-2113382
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                 17 STEPAR PLACE
                          HUNTINGTON STATION, NY 11746
                    (Address of Principal Executive Offices)

                            2000 INCENTIVE STOCK PLAN
                            (Full title of the Plan)

                                KATHLEEN M. KELLY
                        AMERICAN TECHNICAL CERAMICS CORP.
                                 17 STEPAR PLACE
                          HUNTINGTON STATION, NY 11746
                                 (631) 622-4710
    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)

                                 WITH A COPY TO:
                          STEPHEN J. GULOTTA, JR., ESQ.
                 MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO, P.C.
                                666 THIRD AVENUE
                               NEW YORK, NY 10017
                                 (212) 935-3000

<TABLE>
<CAPTION>

                                                       CALCULATION OF REGISTRATION FEE
=============================== ================= ================== ===================== ===================

                                                       Proposed            Proposed
                                                        Maximum             Maximum
          Title of                Amount to be      Offering Price         Aggregate            Amount of
 Securities to be Registered      Registered(1)        Per Share(5)     Offering Price(5)   Registration Fee
------------------------------- ----------------- ------------------ --------------------- -------------------
<S>                                   <C>           <C>                 <C>                  <C>
Common Stock, $.01 par value             0   (2)    $          0        $            0       $        0
Common Stock, $.01 par value          254,000(3)    $      19.50        $    4,953,000       $    1,184
Common Stock, $.01 par value          180,000(3)    $      23.50        $    4,230,000       $    1,011
Common Stock, $.01 par value           56,000(3)    $      44.00        $    2,464,000       $      589
Common Stock, $.01 par value           40,000(3)    $      15.75        $      630,000       $      151
Common Stock, $.01 par value          322,000(3)    $      11.40        $    3,670,800       $      877
Common Stock, $.01 par value           81,000(3)    $       9.09        $      736,290       $      176
Common Stock, $.01 par value          267,000(4)    $     10.695        $    2,855,565       $      682
------------------------------- ----------------- ------------------ --------------------- -------------------
TOTAL . . . . . . . . . . . .        1,200,000                          $   19,539,655       $    4,670
=============================== ================= ================== ===================== ===================
</TABLE>

(1)  The maximum number of shares of common stock, par value $.01 per share (the
     "Common Stock"), which may be granted as restricted stock awards or issued
     upon the exercise of options granted under the 2000 Incentive Stock Plan
     (the "Plan") are subject to adjustment in accordance with certain
     anti-dilution and other provisions of the Plan. Accordingly, pursuant to
     Rule 416 under the Securities Act of 1933, as amended (the "Securities
     Act"), this Registration Statement covers, in addition to the number of
     shares stated above, an indeterminate number of shares which may be subject
     to grant or otherwise issuable after the operation of any such
     anti-dilution and other provisions.

(2)  Represents the number of shares of Common Stock, which have been granted as
     restricted stock awards under the Plan.

(3)  Represents the number of shares of Common Stock, which are issuable upon
     the exercise of options heretofore granted under the Plan.

<PAGE>




(4)  Represents the number of shares of Common Stock available under the Plan
     for grant as restricted stock awards or issuable upon the exercise of
     options not yet granted.

(5)  This calculation is made solely for the purpose of determining the
     registration fee pursuant to the provisions of Rule 457(h) under the
     Securities Act as follows: (i) in the case of shares of Common Stock which
     may be purchased upon exercise of outstanding options, the fee is
     calculated on the basis of the price at which the options may be exercised;
     and (ii) in the case of shares of Common Stock issued as restricted stock
     awards, available for grant as restricted stock awards or issuable upon the
     exercise of options which have not yet been granted, the fee is calculated
     on the basis of the average of the high and low sale prices per share of
     the Common Stock on the American Stock Exchange as of a date (January 9,
     2002) within five business days prior to filing this Registration
     Statement.
================================================================================



<PAGE>



                                EXPLANATORY NOTE

         This Registration Statement includes a prospectus, prepared in
accordance with the requirements of Form S-3, which, pursuant to General
Instruction C of Form S-8, may be used for reofferings and resales of shares of
the Registrant's common stock by certain officers and directors of the
Registrant who may be deemed to be "affiliates" of the Registrant, as that term
is defined in Rule 405 under the Securities Act of 1933.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing information specified by Part I of this
Registration Statement on Form S-8 has been or will be sent or given to
participants in the Plan as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission under the Securities Act of 1933. Such
document(s) are not being filed with the SEC but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant to
Items 3, 6 and 8 of Part II hereof) a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.



<PAGE>


                                   PROSPECTUS

                        AMERICAN TECHNICAL CERAMICS CORP.

                UP TO 1,200,000 SHARES OF COMMON STOCK UNDER THE
                        AMERICAN TECHNICAL CERAMICS CORP.
                            2000 INCENTIVE STOCK PLAN

         This prospectus relates to offers and sales of shares of our common
stock, that have been or will be acquired by certain of our employees, offices,
directors, agents, consultants and independent contractors who may be deemed to
be our "affiliates" under applicable federal securities laws upon the grant of
restricted stock awards or the exercise of options granted pursuant to the
American Technical Ceramics Corp. 2000 Incentive Stock Plan. These persons are
referred to in this prospectus as the "Selling Security Holders." See "Selling
Security Holders" for information about these persons.

         Our common stock is listed on the American Stock Exchange under the
symbol "AMK." The closing sales price for our common stock on January 9, 2002
was $10.75.

         Shares covered by this prospectus may be offered and sold from time to
time directly by the Selling Security Holders or through brokers on the American
Stock Exchange or otherwise at the prices prevailing at the time of such sales.
No specified brokers or dealers have been designated by the Selling Security
Holders, and no agreement has been entered into in respect of brokerage
commissions or for the exclusive or coordinated sale of any securities which may
be offered pursuant to this prospectus. The net proceeds to the Selling Security
Holders will be the proceeds received by them upon such sales, less brokerage
commissions, if any. We will pay all expenses of preparing and reproducing this
prospectus, but will not receive any of the proceeds from sales by any of the
Selling Security Holders. The Selling Security Holders and any broker-dealers,
agents, or underwriters through whom their shares are sold may be deemed
"underwriters" within the meaning of the Securities Act of 1933 with respect to
securities offered by them, and any profits realized or commissions received by
them may be deemed underwriting compensation. See "Plan of Distribution" for
more information about the sale of the shares offered by this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
AUTHORITY HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

  INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 5.

                 THE DATE OF THIS PROSPECTUS IS JANUARY 11, 2002

You may rely on the information contained in this prospectus. We have not
authorized anyone to provide information other than the information contained in
this prospectus. Neither the delivery of this prospectus nor the sale of our
common stock means that information contained in this prospectus is correct
after the date of this prospectus. This prospectus is not an offer to sell or
solicitation of an offer to buy shares of our common stock in any circumstances
under which such an offer or solicitation is unlawful.



<PAGE>


                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements, and other
information with the Securities and Exchange Commission. Copies of these
materials and the Registration Statement (including the exhibits and schedules
to the Registration Statement) may be inspected without charge and obtained at
prescribed rates at the public reference section of the SEC at its principal
offices located at 450 Fifth Street, N.W., Washington D.C. 20549. You may also
obtain information on the operation of the public reference facilities by
calling the SEC at 1-800-SEC-0330. The Registration Statement has been filed
electronically with the SEC. The SEC maintains a web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the SEC at http://www.sec.gov. In addition, our
common stock is quoted on the American Stock Exchange. Reports, proxy statements
and other information concerning us may be inspected at the offices of the
American Stock Exchange, Inc., 86 Trinity Place, New York, New York 10006-1881.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by us with the SEC are incorporated into this
prospectus by reference:

     (1)  our Annual Report on Form 10-K for the fiscal year ended June 30,
          2001;

     (2)  our Quarterly Reports on Form 10-Q for the quarter ended September 30,
          2001;

     (3) our Proxy Statement on Schedule 14A relating to our Annual Meeting of
Stockholders held on November 15, 2001; and

     (4) the description of our capital stock, which is registered under Section
12 of the Securities Exchange Act of 1934, contained in our Registration
Statement on Form 8-A filed with the SEC (which is, in turn, incorporated by
reference to the description of our capital stock contained in our Registration
Statement on Form S-18 (File No. 96925-NY)). Each document we file with the SEC
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 after the date of this prospectus and before the end of the offering made
hereby is also incorporated by reference into this prospectus from the filing
date of such document. If any statement in any document incorporated by
reference is inconsistent with this prospectus, the statement in the latest
document supersedes the earlier statement. You should not rely on any statement
that has been superseded.

     We will provide without charge to each person who receives a prospectus,
upon written or oral request of such person, a copy of the information that is
incorporated by reference in this prospectus (not including exhibits to the
information that is so incorporated by reference). Requests for information
should be directed to: American Technical Ceramics Corp., 17 Stepar Place,
Huntington Station, NY 11746; Attention: Kathleen M. Kelly. Our telephone number
at this location is: (631) 622-4700.



                                       2
<PAGE>


                                TABLE OF CONTENTS

                                                                       Page

WHERE YOU CAN FIND MORE INFORMATION.......................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................2
PROSPECTUS SUMMARY........................................................4
THE COMPANY...............................................................4
RISK FACTORS..............................................................5
USE OF PROCEEDS...........................................................8
SELLING SECURITY HOLDERS..................................................8
DESCRIPTION OF CAPITAL STOCK..............................................9
TRANSFER AGENT............................................................9
PLAN OF DISTRIBUTION......................................................9
LEGAL MATTERS............................................................10
EXPERTS..................................................................10



                                       3
<PAGE>


                               PROSPECTUS SUMMARY

         You should read all of this prospectus, especially the section "Risk
Factors" starting on page 5, and the current public information and audited
financial statements, including the notes thereto, incorporated by reference,
before deciding whether to purchase the common stock offered by this prospectus.
Unless otherwise indicated, the information in this prospectus has been adjusted
to give effect to a two-for-one stock split, effected in the form of a stock
dividend distributed on May 15, 2000 to holders of record on April 24, 2000.
Certain statements included or incorporated by reference into this prospectus
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. All such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
our actual results, performance or achievements, or industry results, to be
materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Such factors include,
among other things, market demand for our products, competitive factors,
availability of our raw materials, our ability to manage growth, our ability to
recruit and retain qualified personnel and other factors referenced in this
prospectus and in our filings with the SEC.

                                   THE COMPANY

         We design, develop, manufacture and market Radio
Frequency/Microwave/Millimeter/Wave ceramic capacitors, thin film products, and
other passive components. Our products are focused primarily in the high
reliability market for ultra-high frequency, or UHF, and microwave applications,
including wireless electronics, fiber optics, medical electronics, semiconductor
equipment and satellite equipment. Capacitors function within electronic
circuits by storing and discharging precise amounts of electrical power. We
believe that we are a leading manufacturer of multilayer capacitors, or MLCs,
for UHF and microwave applications. Thin film products are ceramic substrates on
which circuit patterns are printed by means of thin film processes, and are used
by customers as building blocks in electronic circuits. Our management believes
that we operate in only one industry segment - the electronic components
industry.

         Our MLCs are generally designed for critical performance applications,
and are characterized by a high degree of reliability (hi-rel), low power
dissipation and ruggedness. Our products are used in commercial and military
applications, including wireless cellular and Personal Communications Systems,
medical imaging (i.e., magnetic resonance imaging), radio frequency power
sources for semiconductor manufacturing, satellite communications, numerous
aerospace systems, including radar and electronic warfare, and certain
high-speed digital processing equipment.

         We have historically pursued the high-performance MLC market in which
our products are typically applied in the manufacture of high-value capital
equipment and which has commanded high unit selling prices. The MLCs required
for these applications constitute a small part of the circuit cost and, because
performance requirements are stringent and the cost of component failure high,
customers have been willing to pay the higher prices associated with higher
performance products. In recent years, we have mechanized our manufacturing
processes to enable us to produce certain of our existing MLCs for the growing
medium-priced niche market driven by telecommunications applications.

         We are also developing new capacitor products targeted towards the high
volume markets. The first of these new products is the 600S which is targeted
towards the high-performance, lower-priced segment in the wireless industry. In
addition, we offer specialized capacitors designed to perform at frequencies
higher than the useful range of typical microwave MLC's. Manufactured and sold
in both hi-rel and commercial versions, these products are used in wideband
wireless data communications, satellite communications, military systems and
other microwave and millimeter-wave applications.

                                       4
<PAGE>

         We have diversified our product line in recent years through the
development of custom product capability based on thin film technologies. These
additional products enable us to offer custom metalization and patterned
substrates for a broad range of hybrid circuit requirements. Typical
applications include, among others, microwave attenuators, filters, resistors,
amplifiers and capacitators.

         Recently we introduced a line of high power, passive resistive
products. These products, including standard resistors, terminations,
attenuators and other customized products, are used in many of the same types of
equipment as are capacitor products. Other applications for these products,
including radio frequency and microwave products, reflect an expansion of our
customer base. The markets for these products include the wireless and
telecommunications markets, including base station and satellite communications,
and a broad range of medical, military and other commercial applications.

                                  RISK FACTORS

         Investing in our stock is highly speculative and risky. You should be
able to bear a complete loss of your investment. Before making an investment
decision, you should carefully consider the following risk factors. If any event
or circumstance described in the following risk factors actually occurs, it
could materially adversely affect our business, operating results and financial
condition. The risks and uncertainties described below are not the only ones
which we face. There may be additional risks and uncertainties not presently
known to us or that we currently believe are immaterial which could also have a
negative impact on our business, operating results and financial condition.

         THE DEMAND FOR OUR PRODUCTS IS DEPENDENT UPON DEMAND FOR THE PRODUCTS
IN WHICH THEY ARE USED.

         Our products are used in the production of a variety of highly complex
electronic products manufactured by original equipment manufacturers for the
military and for commercial use. Accordingly, demand for our products is highly
dependent upon demand for the products in which they are used. A reduction in
demand for the electronic products in which our products are used could reduce
our revenues.

         WE MAY NOT BE ABLE TO CONTINUE TO MAINTAIN OUR QUALIFICATION WITH THE
DEFENSE LOGISTICS AGENCY OF THE U.S. DEPARTMENT OF DEFENSE.

         We sell a significant amount of hi-rel products for end use by the U.S.
military. These sales require us to be qualified with the Defense Logistics
Agency of the U.S. Department of Defense. We cannot assure you that we will be
able to maintain our qualification and our failure to do so would have a
material adverse effect on our sales to the U.S. military. Sales to the U.S.
military are also subject to various risks, including, among others,
unpredictable reductions in the funds available to purchase products and
contract termination for the convenience of the government. A reduction in the
U.S. military's demand for our products because of our failure to maintain our
qualification or otherwise could reduce our revenues.

         WE DO NOT HAVE LONG-TERM OR EXCLUSIVE CONTRACTS WITH OUR CUSTOMERS.

         We generally do not have long-term or exclusive contracts with our
customers. Sales to customers are generally made pursuant to purchase orders.
While we are not materially dependent upon sales to any single customer, the
loss of, or a significant change in, the relationship between us and our key
customers could have a material adverse effect on our business, operating
results and financial condition.

                                       5
<PAGE>

         OUR CONTINUED SUCCESS IS DEPENDENT UPON OUR ABILITY TO DEVELOP AND
REFINE OUR TECHNOLOGICAL EXPERTISE.

         The technology upon which our products are based is subject to
continuous development of materials and processes. Our business is in large part
contingent upon the continuous refinement of our technological and engineering
expertise and the development of new or enhanced products and technologies to
meet the rapidly developing demands of new applications and increased
competition. We cannot assure you that we will continue to be successful in our
efforts to develop new or refine existing products or that we will otherwise be
able to timely identify and respond to technological improvements made by our
competitors. Significant technological breakthroughs by others could have a
material adverse effect on our business, operating results and financial
condition.

         WE ARE DEPENDENT UPON A LIMITED NUMBER OF SUPPLIERS FOR THE PALLADIUM
USED IN THE PRODUCTION OF OUR CAPACITORS.

         Although we generally use readily obtainable raw materials and supplies
in the manufacture of our products, palladium, a precious metal used in the
production of our capacitors, is currently available from a limited number of
metal dealers who obtain palladium from Russia or the Republic of South Africa.
The availability and cost of palladium has historically been, and may continue
to be, subject to changes in government policies, tariffs, import restrictions
and other factors beyond our control. An interruption or reduction of exports of
palladium by Russia or the Republic of South Africa or an increase in the cost
of palladium could have a material adverse effect on our ability to meet demand
for our products or our gross profit margins for such products.

         A SIGNIFICANT PORTION OF OUR SALES ARE INTERNATIONAL AND SUBJECT US TO
RISKS ASSOCIATED WITH FOREIGN MARKETS.

         Sales to customers located outside of the United States constituted
28%, 26% and 30% of our net sales during the fiscal years ended June 30, 2001,
2000 and 1999, respectively. We anticipate that international sales will
continue to constitute a substantial portion of our total sales. These sales
expose us to certain risks, including among others, barriers to trade,
fluctuations in foreign currency exchange rates (which may make our products
less price competitive), political and economic instability, changes in monetary
policy, tariff regulations and other U.S. and foreign laws and regulations that
may apply to the export of our products, as well as the generally greater
difficulties of doing business abroad. Any change in these factors could have a
negative impact on our ability to sell our products internationally.

         CHANGES IN THE MIX OF PRODUCTS SOLD, COST OF RAW MATERIALS OR OTHER
FACTORS MAY CAUSE OUR QUARTERLY RESULTS TO FLUCTUATE.

         We offer a broad array of products to our customers. Gross margins can
vary significantly from product to product and across product lines.
Accordingly, a change in the mix of products sold by us during a particular
period could lead to distinctly different financial results for that period as
compared to other periods. In addition, certain raw materials used by us may
fluctuate in price, and to the extent that we are unable to pass on increases in
the costs of such materials to our customers, such increases could have a
material adverse effect on the gross profit margins on products incorporating
such raw materials. Our revenues and gross margins may also vary from quarter to
quarter as a result of a variety of factors, including, among others, the timing
of customer orders and competitive pricing pressures.


                                       6
<PAGE>


         MODIFICATIONS TO OUR MANUFACTURING PROCESS MAY TEMPORARILY RESULT IN
LOWER PRODUCTION YIELDS.

         From time to time we make modifications to our manufacturing processes
as a result of technological improvements we have developed or the requirements
of new products or refinements to existing products. We may also increase our
production capacity from time to time in order to meet actual or projected
increases in demand for our products. These changes and increases may result in
lower production yields while the modified or new production lines are adjusted
for optimum efficiency. These circumstances could lead to further fluctuations
in quarterly results.

         WE FACE POTENTIAL COMPETITION AND PRICING PRESSURES FROM LARGER,
WELL-FINANCED MLC MANUFACTURERS AND WE MAY NOT BE ABLE TO SUCCESSFULLY COMPETE
IN THE FUTURE.

         Competition in the MLC industry is intense and, in general, is based
primarily on price. In the hi-rel and UHF/Microwave market segments, where price
has historically been less important, competition has been based primarily on
high performance product specifications, achieving consistent product
reliability, fast deliveries and high levels of customer service. We compete
with a number of larger MLC manufacturers who have broader product lines and
greater financial, marketing and technical resources than us. Potential growth
of some commercial market applications may in the future increase the
competitive importance of price. We cannot assure you that we will be able to
improve the productivity and efficiency of our manufacturing processes in order
to respond to pricing pressures and our failure to do so could have a material
adverse effect on our business, operating results and financial condition.

         WE MAY NOT BE ABLE TO PROTECT OUR PROPRIETARY RIGHTS.

         Although we have manufacturing and design patents and pending patent
applications, and although we will continue to seek the supplemental protection
afforded by patents, we generally consider protection of our products, processes
and materials to be more dependent upon proprietary knowledge and on rapid
assimilation of innovations than on patent protection. Our porcelain and ceramic
formulations are considered trade secrets which are protected by internal
non-disclosure safeguards and employee confidentiality agreements. We cannot
assure you that the steps we have taken to protect our proprietary rights will
be adequate to deter misappropriation, or that an independent third party will
not develop functionally equivalent technology. Such misappropriation or
development could have a material adverse effect on our business, operating
results and financial condition.

         WE MAY BE SUED BY THIRD PARTIES FOR INFRINGEMENT OF THEIR INTELLECTUAL
PROPERTY RIGHTS AND INCUR COSTS OF DEFENSE AND POSSIBLE ROYALTIES OR LOSE THE
RIGHT TO USE IMPORTANT TECHNOLOGY.

         While we believe our present products and technology do not infringe
upon the patents or intellectual property rights of others and we are not aware
of any threatened patent or intellectual property infringement claims against
us, we cannot assure you that such claims will not be asserted against us in the
future. Any such claims in the future could result in our being required to
enter into royalty arrangements, cease manufacturing the infringing products or
utilizing infringing technologies, pay damages or defend litigation, any of
which could divert management attention from administering our business and
preclude us from conducting our business.

         WE MAY FACE LIABILITY FOR ENVIRONMENTAL COMPLIANCE OR COSTS OF
REDEMPTION.

         We are subject to the requirements of federal, state and local
environmental and occupational health and safety laws and regulations. We have
made and will continue to make capital and other expenditures to comply with
environmental requirements. We cannot assure you that we will always be


                                       7
<PAGE>

in complete compliance with all such requirements and in any case where we fail
to comply, we may be held liable for cost of remediation or other penalties.

         We produce limited quantities of hazardous wastes in the production of
our capacitors, thin film products and other passive components. Accordingly, if
a release of hazardous substances occurs on or from our properties or from any
of our disposal locations, or if contamination is discovered at any of our
properties, we may be held liable, and the amount of such liability and
remediation costs could have a material adverse effect on our business,
operating results and financial condition.

         WE ARE DEPENDENT ON THE CONTINUED SERVICES OF VICTOR INSETTA AND THE
LOSS OF HIS SERVICES COULD NEGATIVELY IMPACT OUR OPERATIONS.

         Our success is largely dependent on the continued efforts and abilities
of Victor Insetta, our President and Chief Executive Officer. We have an
employment agreement with Mr. Insetta and maintain key-person life insurance on
his life in the amount of $4,000,000. However, the loss of Mr. Insetta's
services could negatively impact our operations.

         WE HAVE A 55% STOCKHOLDER WHO IS ABLE TO EXERCISE CONTROL OVER US.

         As of the date of this prospectus, Victor Insetta, our President and
Chief Executive Officer, owns 4,455,130 shares of our common stock which
represents approximately 55% of our issued and outstanding common stock. As a
result of such ownership, Mr. Insetta has the ability to control the election of
our directors and the outcome of all issues submitted to a vote of our
stockholders.

         WE HAVE NEVER PAID CASH DIVIDENDS ON OUR COMMON STOCK AND ARE UNLIKELY
TO DO SO IN THE FORESEEABLE FUTURE.

         We have never paid any cash dividends on our common stock and do not
intend to pay cash dividends to our stockholders in the foreseeable future. We
currently intend to reinvest earnings in the development and expansion of our
business.

                                 USE OF PROCEEDS

         We are unable to predict the time, if ever, when options and awards
will be granted under the Plan and, in the case of options, exercised and,
therefore, are unable to estimate the net proceeds from grants and exercises.
Moreover, the Plan allows restricted stock awards to be granted without payment
to us and also permits certain methods of exercising options which would not
result in us receiving any cash proceeds. It is expected that the net proceeds
from the grant of restricted stock awards, if any, and from the sale of shares
to the Selling Security Holders upon the exercise of options, if any, will be
used by us for general corporate purposes. We will not receive any proceeds from
the subsequent sale of shares by the Selling Security Holders.

                            SELLING SECURITY HOLDERS

         As the names and amounts of shares to be sold by Selling Security
Holders become known, the following information will be included in a prospectus
supplement: (i) the name and address of each Selling Security Holder, (ii) any
position or positions held with us by each such Selling Security Holder over the
last three years, (iii) the number of shares of our common stock owned by each
such Selling Security Holder, and (iv) the number of shares of common stock
available to be acquired by each such Selling Security Holder pursuant to the
Plan and being registered for resale by each such Selling Security Holders, and
(v) the number of shares of our common stock and the percentage, if 1% or more,
of the


                                       8
<PAGE>

total number of shares of our common stock outstanding to be beneficially owned
by each Selling Security Holder following this offering.

                          DESCRIPTION OF CAPITAL STOCK

         A description of our capital stock is contained in our Registration
Statement on Form 8-A, which is, in turn, incorporated by reference to the
description of our common stock contained in our Registration Statement on Form
S-18, both of which are incorporated into this prospectus by reference. See
"Incorporation of Certain Documents by Reference."

                                 TRANSFER AGENT

         We have appointed American Stock Transfer Co., New York, New York, as
transfer agent for our common stock.

                              PLAN OF DISTRIBUTION

         The shares of our common stock offered by this prospectus may be sold
from time to time by the Selling Security Holders or by pledgees, donees,
transferees or other successors in interest to the Selling Security Holders. No
underwriting arrangements have been entered into by the Selling Security
Holders. The distribution of the shares offered by this prospectus may be
effected in one or more transactions that may take place on the American Stock
Exchange, or otherwise, including ordinary broker's transactions, privately
negotiated transactions, or through sales to one or more dealers for resale of
such shares as principals, at prevailing market prices at the time of sale,
prices related to prevailing market prices, or negotiated prices. Underwriter's
discounts and usual and customary or specifically negotiated brokerage fees or
commissions may be paid by a Selling Security Holder in connection with sales of
such shares.

         In order to comply with certain state securities laws, if applicable,
the shares offered by this prospectus will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In certain states, the shares
offered by this prospectus may not be sold unless such shares have been
registered or qualified for sale in such state or an exemption from registration
or qualification is available and is complied with.

         In addition, any shares covered by this prospectus which qualify for
sale pursuant to Rule 144 or Rule 701 promulgated under the Securities Act may
be sold under such rules rather than pursuant to this prospectus.

         Under applicable rules and regulations under the Securities Exchange
Act of 1934, any person engaged in a distribution of the shares offered by this
prospectus may not simultaneously engage in certain activities prior to the
commencement of such distribution. In addition to, and without limiting, the
foregoing, each of the Selling Security Holders and any other person
participating in a distribution will be subject to the applicable provisions of
the Securities Exchange Act of 1934 and the rules and regulations under such
Act, including Regulation M, which provisions may limit the timing of purchases
and sales of any of such shares by the Selling Security Holders or any such
other person. All of the foregoing may affect the marketability of the shares
covered by this prospectus. We will bear all expenses of the offering, except
that the Selling Security Holders will pay any applicable brokerage fees or
commissions and transfer taxes.

         We can not assure you that any of the Selling Security Holders will
offer for sale or sell any or all of the shares covered by this prospectus.



                                       9
<PAGE>

                                  LEGAL MATTERS

         The validity of the shares covered by this prospectus has been passed
upon for us by Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C.

                                     EXPERTS

         The consolidated financial statements of American Technical Ceramics
Corp. as of June 30, 2001 and 2000, and for each of the years in the three-year
period ended June 30, 2001, incorporated by reference in this Registration
Statement have been audited and reported upon by KPMG LLP, independent
accountants. Such financial statements have been incorporated by reference
herein in reliance upon the reports of KPMG LLP, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.



                                       10
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference: (1) the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 2001; (2) the
Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30,
2001; (3) the Registrant's Proxy Statement on Schedule 14A relating to its
Annual Meeting of Stockholders held on November 15, 2001; and (4) the
description of the Registrant's common stock contained in the Registrant's
Registration Statement on Form 8-A filed with the SEC (which is, in turn,
incorporated by reference to the description contained in the Registrant's
Registration Statement on Form S-18 (File No. 96925-NY)). All documents
subsequently filed by the Registrant with the SEC pursuant to Section 13(a),
13(c), 14 or 15 (d) of the Securities Exchange Act of 1934 after the date of
this Registration Statement and prior to the termination of the offering made
hereby will be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the Registrant's common stock issuable upon the grant
of restricted stock awards or the exercise of options granted pursuant to the
Plan will be passed upon by Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., 666
Third Avenue, New York, NY 10017.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Delaware General Corporation Law, Section 102(b)(7) enables a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders to eliminate or limit personal liability of
members of its Board of Directors for violations of a director's fiduciary duty
of care, subject to certain exceptions. The Company's Certificate of
Incorporation includes the following language:

         "No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect to which such director shall be liable under
Section 174 of Title 8 of the Delaware Code or any amendment thereto or
successor provision thereto or shall be liable by reason that, in addition to
any and all other requirements for such liability, he (i) shall have breached
his duty of loyalty to the Corporation or its stockholders, (ii) shall have
acted, or failed to act, in a manner that is not in good faith, (iii) shall have
acted, or failed to act, in a manner involving intentional misconduct or a
knowing violation of law or (iv) shall have derived an improper personal
benefit."

         Delaware General Corporation Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect to
any matter in which the director or officer acted in good faith and in a manner
he reasonably believed to be not opposed to the best interests of the Company,
and, with respect to any criminal action, had reasonable cause to believe his
conduct was lawful. The By-Laws of the Company include the following provision:

                                      II-1
<PAGE>

         "Every person (and the heirs, executors and administrators of such
person) who is or was a director, officer, employee or agent of the Corporation
or of any other company, including another corporation, partnership, joint
venture, trust or other enterprise in which such person serves or served as such
at the request of the Corporation, shall be indemnified by the Corporation
against all judgments, payments in settlement (whether or not approved by
court), fines, penalties and other reasonable costs and expenses (including fees
and disbursements of counsel) imposed upon or incurred by such person in
connection with or resulting from any action, suit, proceeding, investigation or
claim, civil, criminal, administrative, legislative or other (including any
criminal action, suit or proceeding in which such person enters a plea of guilty
or nolo contendere or its equivalent), or any appeal relating thereto, which is
brought or threatened either by or in the right of the Corporation or such other
person, governmental authority or instrumentality (herein called a "third-party
action") and in which such person is made a party or is otherwise involved by
reason of his being or having been such director, officer, employee or agent or
by reason of any action or omission, or alleged action or omission, by such
person in his capacity as such director, officer, employee or agent if either
(a) such person is wholly successful, on the merits or otherwise, in defending
such derivative or third-party action or (b) in the judgment of a court of
competent jurisdiction or, in the absence of such determination, in the judgment
of a majority of a quorum of the Board of Directors of the Corporation (which
quorum shall not include any director who is a party to or is otherwise involved
in such action) or, in their absence of such a disinterested quorum, in the
opinion of independent legal counsel (i) in the case of a derivative action,
such person acted without negligence or misconduct in the performance of his
duty to the Corporation or such other company or (ii) in the case of a
third-party action, such person acted in good faith in what he reasonably
believed to be the best interests of the Corporation or such other company and,
in addition, in any criminal action, had no reasonable cause to believe that his
action was unlawful, provided that, in the case of a derivative action, such
indemnification shall not be made in respect of any payment to the Corporation
or such other company or any stockholder thereof in satisfaction of judgment or
in settlement unless either (x) a court of competent jurisdiction has approved
such settlement, if any, and the reimbursement of such payment or (y) if the
court in which such action has been instituted lacks jurisdiction to grant such
approval or such action is settled before the institution of judicial
proceedings, in the opinion of independent legal counsel the applicable standard
of conduct specified hereinbefore has been met, such action was without
substantial merit, such settlement was in the best interests of the Corporation
or such other company and the reimbursement of such payment is permissible under
applicable law. In case such person is successful, on the merits or otherwise,
in defending part of such action or, in the judgment of such a court or such
quorum of the Board of Directors or in the opinion of such counsel, has met the
applicable standard of conduct specified in the preceding sentence with respect
to part of such action, he shall be indemnified by the Corporation against
judgments, settlements, payments, fines, penalties and other costs and expenses
attributable to such part of such action."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         None of the shares of the Registrant's common stock offered hereby are
restricted securities to be reoffered or resold pursuant to this Registration
Statement and were issued without registration in reliance upon Section 4(2) of
the Securities Act of 1933.




                                      II-2
<PAGE>





ITEM 8.  EXHIBITS

         4.1    Amended Certificate of Incorporation.(1)
         4.2    By-Laws.(2)
         4.3    American Technical Ceramics Corp. 2000 Incentive Stock Plan.(3)
         5.1    Opinion of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.*
         23.1   Consent of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
                (included in Exhibit 5)*
         23.2   Consent of KPMG LLP*
         24.1   Power of Attorney (included on the signature page hereof)*

ITEM 9.  UNDERTAKINGS

     (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

               provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do
          not apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed by the Registrant pursuant to Section 13 or Section
          15(d) of the Securities Exchange Act of 1934 that are incorporated by
          reference in the Registration Statement;

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new Registration Statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof; and

--------
(1)  Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
     for the fiscal year ended June 30, 1995.

(2)  Incorporated by reference to Exhibit 3(b)(i) to the Registrant's
     Registration Statement on Form S-18 (No. 2-96925-NY)

(3)  Incorporated by reference to the Registrant's Proxy Statement on Schedule
     14A relating to the Registrant's Annual Meeting of Stockholders held on
     November 15, 2001.

* Filed herewith.

                                      II-3
<PAGE>

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15 (d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.



                                      II-4
<PAGE>


                                   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 Huntington Station, New York, on January 11, 2002.



                                       AMERICAN TECHNICAL CERAMICS CORP.


                                       By: /s/ Victor Insetta
                                          ------------------------------
                                           Victor Insetta, President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Victor Insetta and Kathleen M. Kelly, or
either of them, his true and lawful attorney in fact and agent, with full power
of substitution and resubstitution, for him and in his name, place, and stead,
in any and all capacities, to sign any and all pre- or post-effective amendments
to this Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his or her substitutes, may lawfully
do or cause to be done by virtue hereof.

         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.




                                      II-5
<PAGE>


<TABLE>
<CAPTION>



       SIGNATURE                                   TITLE                                    DATE
<S>                               <C>                                                 <C>

    /s/ Victor Insetta            Chief Executive Officer, President and
----------------------------      Director (Principal Executive Officer)              January 11, 2002
        Victor Insetta

    /s/ Andrew R. Perz                  Vice President, Controller
----------------------------          (Principal Financial Officer)                  January 11, 2002
        Andrew R. Perz

    /s/ Stuart P. Litt
----------------------------                     Director                             January 11, 2002
        Stuart P. Litt

  /s/ Chester E. Spence
----------------------------                     Director                             January 11, 2002
      Chester E. Spence

/s/ O. Julian Garrard, III
----------------------------                     Director                             January 11, 2002
    O. Julian Garrard, III

   /s/ Don S. Bacharach
----------------------------                     Director                             January 11, 2002
       Don S. Bacharach

   /s/ Thomas J. Volpe
----------------------------                     Director                             January 11, 2002
       Thomas J. Volpe
</TABLE>



                                      II-6
<PAGE>

                             EXHIBIT INDEX

    4.1   Amended Certificate of Incorporation.(1)

    4.2   By-Laws.(2)

    4.3   American Technical Ceramics Corp. 2000 Incentive Stock Plan.(3)

    5.1   Opinion of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.*

    23.1  Consent of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. (included
          in Exhibit 5)*

    23.2  Consent of KPMG LLP*

    24.1  Power of Attorney (included on the signature page hereof)*


--------------------

(1)  Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
     for the fiscal year ended June 30, 1995.

(2)  Incorporated by reference to Exhibit 3(b)(i) to the Registrant's
     Registration Statement on Form S-18 (No. 2-96925-NY).

(3)  Incorporated by reference to the Registrant's Proxy Statement on Schedule
     14A relating to the Registrant's Annual Meeting of Stockholders held on
     November 15, 2000.

(*)  Filed herewith.


                                      II-7
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As filed with the Securities and Exchange Commission on January 11, 2002
                                                  REGISTRATION NO. 333 -
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                        AMERICAN TECHNICAL CERAMICS CORP.
             (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                                       11-2113382
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                 17 STEPAR PLACE
                          HUNTINGTON STATION, NY 11746
                    (Address of Principal Executive Offices)

                            2000 INCENTIVE STOCK PLAN
                            (Full title of the Plan)

                                KATHLEEN M. KELLY
                        AMERICAN TECHNICAL CERAMICS CORP.
                                 17 STEPAR PLACE
                          HUNTINGTON STATION, NY 11746
                                 (631) 622-4710
    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)

                                 WITH A COPY TO:
                          STEPHEN J. GULOTTA, JR., ESQ.
                 MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO, P.C.
                                666 THIRD AVENUE
                               NEW YORK, NY 10017
                                 (212) 935-3000
CALCULATION OF REGISTRATION FEE
=============================== ================= ================== ===================== ===================

                                                       Proposed            Proposed
                                                        Maximum             Maximum
          Title of                Amount to be      Offering Price         Aggregate            Amount of
 Securities to be Registered      Registered(1)        Per Share(5)     Offering Price(5)   Registration Fee
------------------------------- ----------------- ------------------ --------------------- -------------------
Common Stock, $.01 par value             0   (2)    $          0        $            0       $        0
Common Stock, $.01 par value          254,000(3)    $      19.50        $    4,953,000       $    1,184
Common Stock, $.01 par value          180,000(3)    $      23.50        $    4,230,000       $    1,011
Common Stock, $.01 par value           56,000(3)    $      44.00        $    2,464,000       $      589
Common Stock, $.01 par value           40,000(3)    $      15.75        $      630,000       $      151
Common Stock, $.01 par value          322,000(3)    $      11.40        $    3,670,800       $      877
Common Stock, $.01 par value           81,000(3)    $       9.09        $      736,290       $      176
Common Stock, $.01 par value          267,000(4)    $     10.695        $    2,855,565       $      682
------------------------------- ----------------- ------------------ --------------------- -------------------
TOTAL . . . . . . . . . . . .        1,200,000                          $   19,539,655       $    4,670
=============================== ================= ================== ===================== ===================
(1)  The maximum number of shares of common stock, par value $.01 per share (the
     "Common Stock"), which may be granted as restricted stock awards or issued
     upon the exercise of options granted under the 2000 Incentive Stock Plan
     (the "Plan") are subject to adjustment in accordance with certain
     anti-dilution and other provisions of the Plan. Accordingly, pursuant to
     Rule 416 under the Securities Act of 1933, as amended (the "Securities
     Act"), this Registration Statement covers, in addition to the number of
     shares stated above, an indeterminate number of shares which may be subject
     to grant or otherwise issuable after the operation of any such
     anti-dilution and other provisions.

(2)  Represents the number of shares of Common Stock, which have been granted as
     restricted stock awards under the Plan.

(3)  Represents the number of shares of Common Stock, which are issuable upon
     the exercise of options heretofore granted under the Plan.
(4)  Represents the number of shares of Common Stock available under the Plan
     for grant as restricted stock awards or issuable upon the exercise of
     options not yet granted.

(5)  This calculation is made solely for the purpose of determining the
     registration fee pursuant to the provisions of Rule 457(h) under the
     Securities Act as follows: (i) in the case of shares of Common Stock which
     may be purchased upon exercise of outstanding options, the fee is
     calculated on the basis of the price at which the options may be exercised;
     and (ii) in the case of shares of Common Stock issued as restricted stock
     awards, available for grant as restricted stock awards or issuable upon the
     exercise of options which have not yet been granted, the fee is calculated
     on the basis of the average of the high and low sale prices per share of
     the Common Stock on the American Stock Exchange as of a date (January 9,
     2002) within five business days prior to filing this Registration
     Statement.
================================================================================
EXPLANATORY NOTE

         This Registration Statement includes a prospectus, prepared in
accordance with the requirements of Form S-3, which, pursuant to General
Instruction C of Form S-8, may be used for reofferings and resales of shares of
the Registrant's common stock by certain officers and directors of the
Registrant who may be deemed to be "affiliates" of the Registrant, as that term
is defined in Rule 405 under the Securities Act of 1933.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing information specified by Part I of this
Registration Statement on Form S-8 has been or will be sent or given to
participants in the Plan as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission under the Securities Act of 1933. Such
document(s) are not being filed with the SEC but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant to
Items 3, 6 and 8 of Part II hereof) a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.
PROSPECTUS

                        AMERICAN TECHNICAL CERAMICS CORP.

                UP TO 1,200,000 SHARES OF COMMON STOCK UNDER THE
                        AMERICAN TECHNICAL CERAMICS CORP.
                            2000 INCENTIVE STOCK PLAN

         This prospectus relates to offers and sales of shares of our common
stock, that have been or will be acquired by certain of our employees, offices,
directors, agents, consultants and independent contractors who may be deemed to
be our "affiliates" under applicable federal securities laws upon the grant of
restricted stock awards or the exercise of options granted pursuant to the
American Technical Ceramics Corp. 2000 Incentive Stock Plan. These persons are
referred to in this prospectus as the "Selling Security Holders." See "Selling
Security Holders" for information about these persons.

         Our common stock is listed on the American Stock Exchange under the
symbol "AMK." The closing sales price for our common stock on January 9, 2002
was $10.75.

         Shares covered by this prospectus may be offered and sold from time to
time directly by the Selling Security Holders or through brokers on the American
Stock Exchange or otherwise at the prices prevailing at the time of such sales.
No specified brokers or dealers have been designated by the Selling Security
Holders, and no agreement has been entered into in respect of brokerage
commissions or for the exclusive or coordinated sale of any securities which may
be offered pursuant to this prospectus. The net proceeds to the Selling Security
Holders will be the proceeds received by them upon such sales, less brokerage
commissions, if any. We will pay all expenses of preparing and reproducing this
prospectus, but will not receive any of the proceeds from sales by any of the
Selling Security Holders. The Selling Security Holders and any broker-dealers,
agents, or underwriters through whom their shares are sold may be deemed
"underwriters" within the meaning of the Securities Act of 1933 with respect to
securities offered by them, and any profits realized or commissions received by
them may be deemed underwriting compensation. See "Plan of Distribution" for
more information about the sale of the shares offered by this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
AUTHORITY HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

  INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 5.

                 THE DATE OF THIS PROSPECTUS IS JANUARY 11, 2002

You may rely on the information contained in this prospectus. We have not
authorized anyone to provide information other than the information contained in
this prospectus. Neither the delivery of this prospectus nor the sale of our
common stock means that information contained in this prospectus is correct
after the date of this prospectus. This prospectus is not an offer to sell or
solicitation of an offer to buy shares of our common stock in any circumstances
under which such an offer or solicitation is unlawful.
WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements, and other
information with the Securities and Exchange Commission. Copies of these
materials and the Registration Statement (including the exhibits and schedules
to the Registration Statement) may be inspected without charge and obtained at
prescribed rates at the public reference section of the SEC at its principal
offices located at 450 Fifth Street, N.W., Washington D.C. 20549. You may also
obtain information on the operation of the public reference facilities by
calling the SEC at 1-800-SEC-0330. The Registration Statement has been filed
electronically with the SEC. The SEC maintains a web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the SEC at http://www.sec.gov. In addition, our
common stock is quoted on the American Stock Exchange. Reports, proxy statements
and other information concerning us may be inspected at the offices of the
American Stock Exchange, Inc., 86 Trinity Place, New York, New York 10006-1881.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by us with the SEC are incorporated into this
prospectus by reference:

     (1)  our Annual Report on Form 10-K for the fiscal year ended June 30,
          2001;

     (2)  our Quarterly Reports on Form 10-Q for the quarter ended September 30,
          2001;

     (3) our Proxy Statement on Schedule 14A relating to our Annual Meeting of
Stockholders held on November 15, 2001; and

     (4) the description of our capital stock, which is registered under Section
12 of the Securities Exchange Act of 1934, contained in our Registration
Statement on Form 8-A filed with the SEC (which is, in turn, incorporated by
reference to the description of our capital stock contained in our Registration
Statement on Form S-18 (File No. 96925-NY)). Each document we file with the SEC
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 after the date of this prospectus and before the end of the offering made
hereby is also incorporated by reference into this prospectus from the filing
date of such document. If any statement in any document incorporated by
reference is inconsistent with this prospectus, the statement in the latest
document supersedes the earlier statement. You should not rely on any statement
that has been superseded.

     We will provide without charge to each person who receives a prospectus,
upon written or oral request of such person, a copy of the information that is
incorporated by reference in this prospectus (not including exhibits to the
information that is so incorporated by reference). Requests for information
should be directed to: American Technical Ceramics Corp., 17 Stepar Place,
Huntington Station, NY 11746; Attention: Kathleen M. Kelly. Our telephone number
at this location is: (631) 622-4700.

                                       2
TABLE OF CONTENTS

                                                                       Page

WHERE YOU CAN FIND MORE INFORMATION.......................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................2
PROSPECTUS SUMMARY........................................................4
THE COMPANY...............................................................4
RISK FACTORS..............................................................5
USE OF PROCEEDS...........................................................8
SELLING SECURITY HOLDERS..................................................8
DESCRIPTION OF CAPITAL STOCK..............................................9
TRANSFER AGENT............................................................9
PLAN OF DISTRIBUTION......................................................9
LEGAL MATTERS............................................................10
EXPERTS..................................................................10

                                       3
PROSPECTUS SUMMARY

         You should read all of this prospectus, especially the section "Risk
Factors" starting on page 5, and the current public information and audited
financial statements, including the notes thereto, incorporated by reference,
before deciding whether to purchase the common stock offered by this prospectus.
Unless otherwise indicated, the information in this prospectus has been adjusted
to give effect to a two-for-one stock split, effected in the form of a stock
dividend distributed on May 15, 2000 to holders of record on April 24, 2000.
Certain statements included or incorporated by reference into this prospectus
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. All such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
our actual results, performance or achievements, or industry results, to be
materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Such factors include,
among other things, market demand for our products, competitive factors,
availability of our raw materials, our ability to manage growth, our ability to
recruit and retain qualified personnel and other factors referenced in this
prospectus and in our filings with the SEC.

                                   THE COMPANY

         We design, develop, manufacture and market Radio
Frequency/Microwave/Millimeter/Wave ceramic capacitors, thin film products, and
other passive components. Our products are focused primarily in the high
reliability market for ultra-high frequency, or UHF, and microwave applications,
including wireless electronics, fiber optics, medical electronics, semiconductor
equipment and satellite equipment. Capacitors function within electronic
circuits by storing and discharging precise amounts of electrical power. We
believe that we are a leading manufacturer of multilayer capacitors, or MLCs,
for UHF and microwave applications. Thin film products are ceramic substrates on
which circuit patterns are printed by means of thin film processes, and are used
by customers as building blocks in electronic circuits. Our management believes
that we operate in only one industry segment - the electronic components
industry.

         Our MLCs are generally designed for critical performance applications,
and are characterized by a high degree of reliability (hi-rel), low power
dissipation and ruggedness. Our products are used in commercial and military
applications, including wireless cellular and Personal Communications Systems,
medical imaging (i.e., magnetic resonance imaging), radio frequency power
sources for semiconductor manufacturing, satellite communications, numerous
aerospace systems, including radar and electronic warfare, and certain
high-speed digital processing equipment.

         We have historically pursued the high-performance MLC market in which
our products are typically applied in the manufacture of high-value capital
equipment and which has commanded high unit selling prices. The MLCs required
for these applications constitute a small part of the circuit cost and, because
performance requirements are stringent and the cost of component failure high,
customers have been willing to pay the higher prices associated with higher
performance products. In recent years, we have mechanized our manufacturing
processes to enable us to produce certain of our existing MLCs for the growing
medium-priced niche market driven by telecommunications applications.

         We are also developing new capacitor products targeted towards the high
volume markets. The first of these new products is the 600S which is targeted
towards the high-performance, lower-priced segment in the wireless industry. In
addition, we offer specialized capacitors designed to perform at frequencies
higher than the useful range of typical microwave MLC's. Manufactured and sold
in both hi-rel and commercial versions, these products are used in wideband
wireless data communications, satellite communications, military systems and
other microwave and millimeter-wave applications.

                                       4
We have diversified our product line in recent years through the
development of custom product capability based on thin film technologies. These
additional products enable us to offer custom metalization and patterned
substrates for a broad range of hybrid circuit requirements. Typical
applications include, among others, microwave attenuators, filters, resistors,
amplifiers and capacitators.

         Recently we introduced a line of high power, passive resistive
products. These products, including standard resistors, terminations,
attenuators and other customized products, are used in many of the same types of
equipment as are capacitor products. Other applications for these products,
including radio frequency and microwave products, reflect an expansion of our
customer base. The markets for these products include the wireless and
telecommunications markets, including base station and satellite communications,
and a broad range of medical, military and other commercial applications.

                                  RISK FACTORS

         Investing in our stock is highly speculative and risky. You should be
able to bear a complete loss of your investment. Before making an investment
decision, you should carefully consider the following risk factors. If any event
or circumstance described in the following risk factors actually occurs, it
could materially adversely affect our business, operating results and financial
condition. The risks and uncertainties described below are not the only ones
which we face. There may be additional risks and uncertainties not presently
known to us or that we currently believe are immaterial which could also have a
negative impact on our business, operating results and financial condition.

         THE DEMAND FOR OUR PRODUCTS IS DEPENDENT UPON DEMAND FOR THE PRODUCTS
IN WHICH THEY ARE USED.

         Our products are used in the production of a variety of highly complex
electronic products manufactured by original equipment manufacturers for the
military and for commercial use. Accordingly, demand for our products is highly
dependent upon demand for the products in which they are used. A reduction in
demand for the electronic products in which our products are used could reduce
our revenues.

         WE MAY NOT BE ABLE TO CONTINUE TO MAINTAIN OUR QUALIFICATION WITH THE
DEFENSE LOGISTICS AGENCY OF THE U.S. DEPARTMENT OF DEFENSE.

         We sell a significant amount of hi-rel products for end use by the U.S.
military. These sales require us to be qualified with the Defense Logistics
Agency of the U.S. Department of Defense. We cannot assure you that we will be
able to maintain our qualification and our failure to do so would have a
material adverse effect on our sales to the U.S. military. Sales to the U.S.
military are also subject to various risks, including, among others,
unpredictable reductions in the funds available to purchase products and
contract termination for the convenience of the government. A reduction in the
U.S. military's demand for our products because of our failure to maintain our
qualification or otherwise could reduce our revenues.

         WE DO NOT HAVE LONG-TERM OR EXCLUSIVE CONTRACTS WITH OUR CUSTOMERS.

         We generally do not have long-term or exclusive contracts with our
customers. Sales to customers are generally made pursuant to purchase orders.
While we are not materially dependent upon sales to any single customer, the
loss of, or a significant change in, the relationship between us and our key
customers could have a material adverse effect on our business, operating
results and financial condition.

                                       5
OUR CONTINUED SUCCESS IS DEPENDENT UPON OUR ABILITY TO DEVELOP AND
REFINE OUR TECHNOLOGICAL EXPERTISE.

         The technology upon which our products are based is subject to
continuous development of materials and processes. Our business is in large part
contingent upon the continuous refinement of our technological and engineering
expertise and the development of new or enhanced products and technologies to
meet the rapidly developing demands of new applications and increased
competition. We cannot assure you that we will continue to be successful in our
efforts to develop new or refine existing products or that we will otherwise be
able to timely identify and respond to technological improvements made by our
competitors. Significant technological breakthroughs by others could have a
material adverse effect on our business, operating results and financial
condition.

         WE ARE DEPENDENT UPON A LIMITED NUMBER OF SUPPLIERS FOR THE PALLADIUM
USED IN THE PRODUCTION OF OUR CAPACITORS.

         Although we generally use readily obtainable raw materials and supplies
in the manufacture of our products, palladium, a precious metal used in the
production of our capacitors, is currently available from a limited number of
metal dealers who obtain palladium from Russia or the Republic of South Africa.
The availability and cost of palladium has historically been, and may continue
to be, subject to changes in government policies, tariffs, import restrictions
and other factors beyond our control. An interruption or reduction of exports of
palladium by Russia or the Republic of South Africa or an increase in the cost
of palladium could have a material adverse effect on our ability to meet demand
for our products or our gross profit margins for such products.

         A SIGNIFICANT PORTION OF OUR SALES ARE INTERNATIONAL AND SUBJECT US TO
RISKS ASSOCIATED WITH FOREIGN MARKETS.

         Sales to customers located outside of the United States constituted
28%, 26% and 30% of our net sales during the fiscal years ended June 30, 2001,
2000 and 1999, respectively. We anticipate that international sales will
continue to constitute a substantial portion of our total sales. These sales
expose us to certain risks, including among others, barriers to trade,
fluctuations in foreign currency exchange rates (which may make our products
less price competitive), political and economic instability, changes in monetary
policy, tariff regulations and other U.S. and foreign laws and regulations that
may apply to the export of our products, as well as the generally greater
difficulties of doing business abroad. Any change in these factors could have a
negative impact on our ability to sell our products internationally.

         CHANGES IN THE MIX OF PRODUCTS SOLD, COST OF RAW MATERIALS OR OTHER
FACTORS MAY CAUSE OUR QUARTERLY RESULTS TO FLUCTUATE.

         We offer a broad array of products to our customers. Gross margins can
vary significantly from product to product and across product lines.
Accordingly, a change in the mix of products sold by us during a particular
period could lead to distinctly different financial results for that period as
compared to other periods. In addition, certain raw materials used by us may
fluctuate in price, and to the extent that we are unable to pass on increases in
the costs of such materials to our customers, such increases could have a
material adverse effect on the gross profit margins on products incorporating
such raw materials. Our revenues and gross margins may also vary from quarter to
quarter as a result of a variety of factors, including, among others, the timing
of customer orders and competitive pricing pressures.

                                       6
MODIFICATIONS TO OUR MANUFACTURING PROCESS MAY TEMPORARILY RESULT IN
LOWER PRODUCTION YIELDS.

         From time to time we make modifications to our manufacturing processes
as a result of technological improvements we have developed or the requirements
of new products or refinements to existing products. We may also increase our
production capacity from time to time in order to meet actual or projected
increases in demand for our products. These changes and increases may result in
lower production yields while the modified or new production lines are adjusted
for optimum efficiency. These circumstances could lead to further fluctuations
in quarterly results.

         WE FACE POTENTIAL COMPETITION AND PRICING PRESSURES FROM LARGER,
WELL-FINANCED MLC MANUFACTURERS AND WE MAY NOT BE ABLE TO SUCCESSFULLY COMPETE
IN THE FUTURE.

         Competition in the MLC industry is intense and, in general, is based
primarily on price. In the hi-rel and UHF/Microwave market segments, where price
has historically been less important, competition has been based primarily on
high performance product specifications, achieving consistent product
reliability, fast deliveries and high levels of customer service. We compete
with a number of larger MLC manufacturers who have broader product lines and
greater financial, marketing and technical resources than us. Potential growth
of some commercial market applications may in the future increase the
competitive importance of price. We cannot assure you that we will be able to
improve the productivity and efficiency of our manufacturing processes in order
to respond to pricing pressures and our failure to do so could have a material
adverse effect on our business, operating results and financial condition.

         WE MAY NOT BE ABLE TO PROTECT OUR PROPRIETARY RIGHTS.

         Although we have manufacturing and design patents and pending patent
applications, and although we will continue to seek the supplemental protection
afforded by patents, we generally consider protection of our products, processes
and materials to be more dependent upon proprietary knowledge and on rapid
assimilation of innovations than on patent protection. Our porcelain and ceramic
formulations are considered trade secrets which are protected by internal
non-disclosure safeguards and employee confidentiality agreements. We cannot
assure you that the steps we have taken to protect our proprietary rights will
be adequate to deter misappropriation, or that an independent third party will
not develop functionally equivalent technology. Such misappropriation or
development could have a material adverse effect on our business, operating
results and financial condition.

         WE MAY BE SUED BY THIRD PARTIES FOR INFRINGEMENT OF THEIR INTELLECTUAL
PROPERTY RIGHTS AND INCUR COSTS OF DEFENSE AND POSSIBLE ROYALTIES OR LOSE THE
RIGHT TO USE IMPORTANT TECHNOLOGY.

         While we believe our present products and technology do not infringe
upon the patents or intellectual property rights of others and we are not aware
of any threatened patent or intellectual property infringement claims against
us, we cannot assure you that such claims will not be asserted against us in the
future. Any such claims in the future could result in our being required to
enter into royalty arrangements, cease manufacturing the infringing products or
utilizing infringing technologies, pay damages or defend litigation, any of
which could divert management attention from administering our business and
preclude us from conducting our business.

         WE MAY FACE LIABILITY FOR ENVIRONMENTAL COMPLIANCE OR COSTS OF
REDEMPTION.

         We are subject to the requirements of federal, state and local
environmental and occupational health and safety laws and regulations. We have
made and will continue to make capital and other expenditures to comply with
environmental requirements. We cannot assure you that we will always be

                                       7
in complete compliance with all such requirements and in any case where we fail
to comply, we may be held liable for cost of remediation or other penalties.

         We produce limited quantities of hazardous wastes in the production of
our capacitors, thin film products and other passive components. Accordingly, if
a release of hazardous substances occurs on or from our properties or from any
of our disposal locations, or if contamination is discovered at any of our
properties, we may be held liable, and the amount of such liability and
remediation costs could have a material adverse effect on our business,
operating results and financial condition.

         WE ARE DEPENDENT ON THE CONTINUED SERVICES OF VICTOR INSETTA AND THE
LOSS OF HIS SERVICES COULD NEGATIVELY IMPACT OUR OPERATIONS.

         Our success is largely dependent on the continued efforts and abilities
of Victor Insetta, our President and Chief Executive Officer. We have an
employment agreement with Mr. Insetta and maintain key-person life insurance on
his life in the amount of $4,000,000. However, the loss of Mr. Insetta's
services could negatively impact our operations.

         WE HAVE A 55% STOCKHOLDER WHO IS ABLE TO EXERCISE CONTROL OVER US.

         As of the date of this prospectus, Victor Insetta, our President and
Chief Executive Officer, owns 4,455,130 shares of our common stock which
represents approximately 55% of our issued and outstanding common stock. As a
result of such ownership, Mr. Insetta has the ability to control the election of
our directors and the outcome of all issues submitted to a vote of our
stockholders.

         WE HAVE NEVER PAID CASH DIVIDENDS ON OUR COMMON STOCK AND ARE UNLIKELY
TO DO SO IN THE FORESEEABLE FUTURE.

         We have never paid any cash dividends on our common stock and do not
intend to pay cash dividends to our stockholders in the foreseeable future. We
currently intend to reinvest earnings in the development and expansion of our
business.

                                 USE OF PROCEEDS

         We are unable to predict the time, if ever, when options and awards
will be granted under the Plan and, in the case of options, exercised and,
therefore, are unable to estimate the net proceeds from grants and exercises.
Moreover, the Plan allows restricted stock awards to be granted without payment
to us and also permits certain methods of exercising options which would not
result in us receiving any cash proceeds. It is expected that the net proceeds
from the grant of restricted stock awards, if any, and from the sale of shares
to the Selling Security Holders upon the exercise of options, if any, will be
used by us for general corporate purposes. We will not receive any proceeds from
the subsequent sale of shares by the Selling Security Holders.

                            SELLING SECURITY HOLDERS

         As the names and amounts of shares to be sold by Selling Security
Holders become known, the following information will be included in a prospectus
supplement: (i) the name and address of each Selling Security Holder, (ii) any
position or positions held with us by each such Selling Security Holder over the
last three years, (iii) the number of shares of our common stock owned by each
such Selling Security Holder, and (iv) the number of shares of common stock
available to be acquired by each such Selling Security Holder pursuant to the
Plan and being registered for resale by each such Selling Security Holders, and
(v) the number of shares of our common stock and the percentage, if 1% or more,
of the

                                       8
total number of shares of our common stock outstanding to be beneficially owned
by each Selling Security Holder following this offering.

                          DESCRIPTION OF CAPITAL STOCK

         A description of our capital stock is contained in our Registration
Statement on Form 8-A, which is, in turn, incorporated by reference to the
description of our common stock contained in our Registration Statement on Form
S-18, both of which are incorporated into this prospectus by reference. See
"Incorporation of Certain Documents by Reference."

                                 TRANSFER AGENT

         We have appointed American Stock Transfer Co., New York, New York, as
transfer agent for our common stock.

                              PLAN OF DISTRIBUTION

         The shares of our common stock offered by this prospectus may be sold
from time to time by the Selling Security Holders or by pledgees, donees,
transferees or other successors in interest to the Selling Security Holders. No
underwriting arrangements have been entered into by the Selling Security
Holders. The distribution of the shares offered by this prospectus may be
effected in one or more transactions that may take place on the American Stock
Exchange, or otherwise, including ordinary broker's transactions, privately
negotiated transactions, or through sales to one or more dealers for resale of
such shares as principals, at prevailing market prices at the time of sale,
prices related to prevailing market prices, or negotiated prices. Underwriter's
discounts and usual and customary or specifically negotiated brokerage fees or
commissions may be paid by a Selling Security Holder in connection with sales of
such shares.

         In order to comply with certain state securities laws, if applicable,
the shares offered by this prospectus will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In certain states, the shares
offered by this prospectus may not be sold unless such shares have been
registered or qualified for sale in such state or an exemption from registration
or qualification is available and is complied with.

         In addition, any shares covered by this prospectus which qualify for
sale pursuant to Rule 144 or Rule 701 promulgated under the Securities Act may
be sold under such rules rather than pursuant to this prospectus.

         Under applicable rules and regulations under the Securities Exchange
Act of 1934, any person engaged in a distribution of the shares offered by this
prospectus may not simultaneously engage in certain activities prior to the
commencement of such distribution. In addition to, and without limiting, the
foregoing, each of the Selling Security Holders and any other person
participating in a distribution will be subject to the applicable provisions of
the Securities Exchange Act of 1934 and the rules and regulations under such
Act, including Regulation M, which provisions may limit the timing of purchases
and sales of any of such shares by the Selling Security Holders or any such
other person. All of the foregoing may affect the marketability of the shares
covered by this prospectus. We will bear all expenses of the offering, except
that the Selling Security Holders will pay any applicable brokerage fees or
commissions and transfer taxes.

         We can not assure you that any of the Selling Security Holders will
offer for sale or sell any or all of the shares covered by this prospectus.

                                       9
LEGAL MATTERS

         The validity of the shares covered by this prospectus has been passed
upon for us by Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C.

                                     EXPERTS

         The consolidated financial statements of American Technical Ceramics
Corp. as of June 30, 2001 and 2000, and for each of the years in the three-year
period ended June 30, 2001, incorporated by reference in this Registration
Statement have been audited and reported upon by KPMG LLP, independent
accountants. Such financial statements have been incorporated by reference
herein in reliance upon the reports of KPMG LLP, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.

                                       10
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference: (1) the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 2001; (2) the
Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30,
2001; (3) the Registrant's Proxy Statement on Schedule 14A relating to its
Annual Meeting of Stockholders held on November 15, 2001; and (4) the
description of the Registrant's common stock contained in the Registrant's
Registration Statement on Form 8-A filed with the SEC (which is, in turn,
incorporated by reference to the description contained in the Registrant's
Registration Statement on Form S-18 (File No. 96925-NY)). All documents
subsequently filed by the Registrant with the SEC pursuant to Section 13(a),
13(c), 14 or 15 (d) of the Securities Exchange Act of 1934 after the date of
this Registration Statement and prior to the termination of the offering made
hereby will be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the Registrant's common stock issuable upon the grant
of restricted stock awards or the exercise of options granted pursuant to the
Plan will be passed upon by Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., 666
Third Avenue, New York, NY 10017.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Delaware General Corporation Law, Section 102(b)(7) enables a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders to eliminate or limit personal liability of
members of its Board of Directors for violations of a director's fiduciary duty
of care, subject to certain exceptions. The Company's Certificate of
Incorporation includes the following language:

         "No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect to which such director shall be liable under
Section 174 of Title 8 of the Delaware Code or any amendment thereto or
successor provision thereto or shall be liable by reason that, in addition to
any and all other requirements for such liability, he (i) shall have breached
his duty of loyalty to the Corporation or its stockholders, (ii) shall have
acted, or failed to act, in a manner that is not in good faith, (iii) shall have
acted, or failed to act, in a manner involving intentional misconduct or a
knowing violation of law or (iv) shall have derived an improper personal
benefit."

         Delaware General Corporation Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect to
any matter in which the director or officer acted in good faith and in a manner
he reasonably believed to be not opposed to the best interests of the Company,
and, with respect to any criminal action, had reasonable cause to believe his
conduct was lawful. The By-Laws of the Company include the following provision:

                                      II-1
"Every person (and the heirs, executors and administrators of such
person) who is or was a director, officer, employee or agent of the Corporation
or of any other company, including another corporation, partnership, joint
venture, trust or other enterprise in which such person serves or served as such
at the request of the Corporation, shall be indemnified by the Corporation
against all judgments, payments in settlement (whether or not approved by
court), fines, penalties and other reasonable costs and expenses (including fees
and disbursements of counsel) imposed upon or incurred by such person in
connection with or resulting from any action, suit, proceeding, investigation or
claim, civil, criminal, administrative, legislative or other (including any
criminal action, suit or proceeding in which such person enters a plea of guilty
or nolo contendere or its equivalent), or any appeal relating thereto, which is
brought or threatened either by or in the right of the Corporation or such other
person, governmental authority or instrumentality (herein called a "third-party
action") and in which such person is made a party or is otherwise involved by
reason of his being or having been such director, officer, employee or agent or
by reason of any action or omission, or alleged action or omission, by such
person in his capacity as such director, officer, employee or agent if either
(a) such person is wholly successful, on the merits or otherwise, in defending
such derivative or third-party action or (b) in the judgment of a court of
competent jurisdiction or, in the absence of such determination, in the judgment
of a majority of a quorum of the Board of Directors of the Corporation (which
quorum shall not include any director who is a party to or is otherwise involved
in such action) or, in their absence of such a disinterested quorum, in the
opinion of independent legal counsel (i) in the case of a derivative action,
such person acted without negligence or misconduct in the performance of his
duty to the Corporation or such other company or (ii) in the case of a
third-party action, such person acted in good faith in what he reasonably
believed to be the best interests of the Corporation or such other company and,
in addition, in any criminal action, had no reasonable cause to believe that his
action was unlawful, provided that, in the case of a derivative action, such
indemnification shall not be made in respect of any payment to the Corporation
or such other company or any stockholder thereof in satisfaction of judgment or
in settlement unless either (x) a court of competent jurisdiction has approved
such settlement, if any, and the reimbursement of such payment or (y) if the
court in which such action has been instituted lacks jurisdiction to grant such
approval or such action is settled before the institution of judicial
proceedings, in the opinion of independent legal counsel the applicable standard
of conduct specified hereinbefore has been met, such action was without
substantial merit, such settlement was in the best interests of the Corporation
or such other company and the reimbursement of such payment is permissible under
applicable law. In case such person is successful, on the merits or otherwise,
in defending part of such action or, in the judgment of such a court or such
quorum of the Board of Directors or in the opinion of such counsel, has met the
applicable standard of conduct specified in the preceding sentence with respect
to part of such action, he shall be indemnified by the Corporation against
judgments, settlements, payments, fines, penalties and other costs and expenses
attributable to such part of such action."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         None of the shares of the Registrant's common stock offered hereby are
restricted securities to be reoffered or resold pursuant to this Registration
Statement and were issued without registration in reliance upon Section 4(2) of
the Securities Act of 1933.

                                      II-2
ITEM 8.  EXHIBITS

         4.1    Amended Certificate of Incorporation.(1)
         4.2    By-Laws.(2)
         4.3    American Technical Ceramics Corp. 2000 Incentive Stock Plan.(3)
         5.1    Opinion of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.*
         23.1   Consent of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
                (included in Exhibit 5)*
         23.2   Consent of KPMG LLP*
         24.1   Power of Attorney (included on the signature page hereof)*

ITEM 9.  UNDERTAKINGS

     (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

               provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do
          not apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed by the Registrant pursuant to Section 13 or Section
          15(d) of the Securities Exchange Act of 1934 that are incorporated by
          reference in the Registration Statement;

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new Registration Statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof; and

--------
(1)  Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
     for the fiscal year ended June 30, 1995.

(2)  Incorporated by reference to Exhibit 3(b)(i) to the Registrant's
     Registration Statement on Form S-18 (No. 2-96925-NY)

(3)  Incorporated by reference to the Registrant's Proxy Statement on Schedule
     14A relating to the Registrant's Annual Meeting of Stockholders held on
     November 15, 2001.

* Filed herewith.

                                      II-3
(3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15 (d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-4
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 Huntington Station, New York, on January 11, 2002.

                                       AMERICAN TECHNICAL CERAMICS CORP.

                                       By: /s/ Victor Insetta
                                          ------------------------------
                                           Victor Insetta, President

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Victor Insetta and Kathleen M. Kelly, or
either of them, his true and lawful attorney in fact and agent, with full power
of substitution and resubstitution, for him and in his name, place, and stead,
in any and all capacities, to sign any and all pre- or post-effective amendments
to this Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his or her substitutes, may lawfully
do or cause to be done by virtue hereof.

         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.

                                      II-5
SIGNATURE                                   TITLE                                    DATE
/s/ Victor Insetta            Chief Executive Officer, President and
----------------------------      Director (Principal Executive Officer)              January 11, 2002
        Victor Insetta

    /s/ Andrew R. Perz                  Vice President, Controller
----------------------------          (Principal Financial Officer)                  January 11, 2002
        Andrew R. Perz

    /s/ Stuart P. Litt
----------------------------                     Director                             January 11, 2002
        Stuart P. Litt

  /s/ Chester E. Spence
----------------------------                     Director                             January 11, 2002
      Chester E. Spence

/s/ O. Julian Garrard, III
----------------------------                     Director                             January 11, 2002
    O. Julian Garrard, III

   /s/ Don S. Bacharach
----------------------------                     Director                             January 11, 2002
       Don S. Bacharach

   /s/ Thomas J. Volpe
----------------------------                     Director                             January 11, 2002
       Thomas J. Volpe
II-6
EXHIBIT INDEX

    4.1   Amended Certificate of Incorporation.(1)

    4.2   By-Laws.(2)

    4.3   American Technical Ceramics Corp. 2000 Incentive Stock Plan.(3)

    5.1   Opinion of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.*

    23.1  Consent of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. (included
          in Exhibit 5)*

    23.2  Consent of KPMG LLP*

    24.1  Power of Attorney (included on the signature page hereof)*

--------------------

(1)  Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
     for the fiscal year ended June 30, 1995.

(2)  Incorporated by reference to Exhibit 3(b)(i) to the Registrant's
     Registration Statement on Form S-18 (No. 2-96925-NY).

(3)  Incorporated by reference to the Registrant's Proxy Statement on Schedule
     14A relating to the Registrant's Annual Meeting of Stockholders held on
     November 15, 2000.

(*)  Filed herewith.

                                      II-7