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<FONT SIZE=3><P ALIGN="CENTER">As filed with the Securities and Exchange Commission on December 8, 2009</P>
<P ALIGN="RIGHT">Registration No. 333-_____</P>

<B><P ALIGN="CENTER">UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C.  20549</P>
<P ALIGN="CENTER">FORM S-8</P>
<P ALIGN="CENTER">REGISTRATION STATEMENT UNDER<BR>
THE SECURITIES ACT OF 1933</P>
<P ALIGN="CENTER">CPS Technologies Corporation</B><BR>
(Exact Name of Registrant as Specified in Its Charter)</P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=468>
<TR><TD WIDTH="62%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="CENTER">Delaware</B></FONT></TD>
<TD WIDTH="38%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="CENTER">04-2832509</B></FONT></TD>
</TR>
<TR><TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=3><P>(State or Other Jurisdiction of Incorporation or Organization)</FONT></TD>
<TD WIDTH="38%" VALIGN="TOP">
<FONT SIZE=3><P>(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
<TR><TD WIDTH="62%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="CENTER">111 South Worcester Street</P>
<P ALIGN="CENTER">Norton, MA</B></FONT></TD>
<TD WIDTH="38%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="CENTER">02766-2102</B></FONT></TD>
</TR>
<TR><TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=3><P>(Address of Principal Executive Offices) </FONT></TD>
<TD WIDTH="38%" VALIGN="TOP">
<FONT SIZE=3><P>(Zip Code)</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<B><FONT SIZE=3><P ALIGN="CENTER"><BR>
<BR>
2009 Stock Incentive Plan</P>
</B><P ALIGN="CENTER">(Full Title of the Plan)</P>
<B><P ALIGN="CENTER">Grant C. Bennett</P>
<P ALIGN="CENTER">President</P>
<P ALIGN="CENTER">CPS Technologies Corporation</P>
<P ALIGN="CENTER">111 South Worcester Street</P>
<P ALIGN="CENTER">Norton, MA 02766<BR>
</B>(Name and Address of Agent For Service)</P>
<B><P ALIGN="CENTER">(508) 222-0614</P>
</B><P ALIGN="CENTER">(Telephone Number, Including Area Code, of Agent For Service)</P>
<P>Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of &quot;large accelerated filer,&quot; &quot;accelerated filer&quot; and &quot;smaller reporting company&quot; in Rule 12b2 of the Exchange Act.<BR>
(Check one:)</P>
<P ALIGN="CENTER">Large accelerated filer &#9;&#9;&#9;&#9;&#9;Accelerated filer </P>
<P>&#9;   Non-accelerated filer &#9;&#9;&#9;&#9;Smaller reporting company <A NAME="Check1"></A></FONT><BR>
     <FONT SIZE=3>(Do not check if a smaller reporting company)</P>
<B><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=624>
<TR><TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">Title of Securities to be Registered</FONT></TD>
<TD WIDTH="23%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">Amount to be Registered(1)</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">Proposed Maximum Offering Price Per Share</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">Proposed Maximum Aggregate Offering Price</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">Amount of Registration Fee</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=3><P>Common Stock, $0.01 par value per share </FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=3>
<P ALIGN="CENTER">1,500,000 shares(2)</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=3>
<P ALIGN="CENTER">$1.17(3)</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=3>
<P ALIGN="CENTER">$1,755,000(3)</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=3>
<P ALIGN="CENTER">$98</FONT></TD>
</TR>
</TABLE>
<DIR>
<DIR>

<FONT SIZE=3><P>(1)&#9;In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.</P>
<P>(2)&#9;Consists of 1,500,000 shares issuable under the 2009 Stock Incentive Plan.</P>
<P>(3)&#9;Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the bid and asked prices of the Registrant`s Common Stock as reported on the OTC Bulletin Board on December 2, 2009.</P></DIR>
</DIR>

<OL TYPE="I">

<B><P ALIGN="CENTER"><LI><BR>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</LI></P>
<OL>

<LI>Plan Information.</LI>
</B><P>The information required by Item 1 is included in documents sent or given to participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the &quot;Securities Act&quot;).</P>
<B><LI>Registrant Information and Employee Plan Annual Information.</LI></OL>

</B><P>The written statement required by Item 2 is included in documents sent or given to participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act.</P>
<B><P ALIGN="CENTER"><LI><BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</LI></P>
<OL>

<LI>Incorporation of Documents by Reference.</LI>
</B><P>The registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the &quot;Exchange Act&quot;), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the &quot;Commission&quot;).   The following documents, which are on file with the Commission, are incorporated in this registration statement by reference:</P>
<OL TYPE="a">

<LI>The registrant`s latest annual report filed pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule&nbsp;424(b) under the Securities Act that contains audited financial statements for the registrant`s latest fiscal year for which such statements have been filed.</LI>
<LI>All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above.</LI>
<LI>The description of the securities contained in the registrant`s registration statements on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.</LI></OL>

<P>All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of the filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.</P>
<B><LI>Description of Securities.</LI>
</B><P>Not applicable.</P>
<B><LI>Interests of Named Experts and Counsel.</LI>
</B><P>Wilmer Cutler Pickering Hale and Dorr LLP (&quot;WilmerHale&quot;) has opined as to the legality of the securities being offered by this registration statement. </P>
<B><LI>Indemnification of Directors and Officers.</LI>
</B><P>Article SEVENTH of our Restated Certificate of Incorporation, as amended to date (the &quot;Charter&quot;) eliminates the personal liability of directors to the fullest extent permitted by the Delaware General Corporation Law and provides that no director of our company shall be personally liable for any monetary damages for any breach of fiduciary duty as a director, except to the extent that the Delaware General Corporation Law statute prohibits the elimination or limitation of liability of directors for breach of fiduciary duty. </P>
<P>Article EIGHTH of our Charter provides that each of our directors and officers (a) shall be indemnified by us against all costs, charges, expenses (including attorneys` fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any litigation or other legal proceeding (other than an action by or in the right of us) threatened or brought against him by virtue of the fact that he is, or has agreed to serve as, a director or officer of our company or is serving in the position of director, officer, employee or trustee of another corporation, partnership, joint venture, trust or other enterprise on our behalf, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful and (b) shall be indemnified by us against all costs, charges and expenses (including attorneys` fees) actually and reasonably incurred in connection with any action by or in the right of us brought against him by virtue of the fact that he is, or has agreed to serve as, a director or officer of our company or is serving in the position of director, officer, employee or trustee of another corporation, partnership, joint venture trust or other enterprise on our behalf, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he is fairly and reasonably entitled to indemnification of such costs, charges and expenses. Notwithstanding the foregoing, to the extent that a director or officer has been successful, on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice or the settlement of an action without admission of liability, he is required to be indemnified by us against all costs, charges and expenses (including attorneys` fees) incurred in connection therewith. Costs, charges and expenses shall be advanced to a director or officer at his request, provided that he undertakes to repay the amount advanced if it is ultimately determined that he is not entitled to indemnification for such costs, charges and expenses. </P>
<P>Indemnification is required to be made unless we determine that the applicable standard of conduct required for indemnification has not been met. In the event of a determination by us that the director or officer did not meet the applicable standard of conduct required for indemnification or if we fail to make an indemnification payment within 60 days after such payment is claimed by such person, such person is permitted to petition the court to make an independent determination as to whether such person is entitled to indemnification. As a condition precedent to the right of indemnification, the director or officer must give us notice of the action for which indemnity is sought and we have the right to participate in such action or assume the defense thereof. Article EIGHTH of our Charter further provides that the indemnification provided therein is not exclusive, and provides that in the event that the Delaware General Corporation Law statute is amended, we must continue to indemnify our directors and officers with respect to any action that arose prior to the amendment, to the same extent that the director or officer would have been indemnified prior to the amendment. </P>
<P>Section 145 of the Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person has no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances. </P>
<P>In any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act of 1933, as amended (the &quot;Securities Act&quot;), against certain liabilities. </P>
<P>At present, there is no pending litigation or proceeding involving any director, officer, employee or agent as to which indemnification will be required or permitted under our Charter. The Registrant is not aware of any threatened litigation or proceeding that may result in a claim for such indemnification.</P>
<B><LI>Exemption from Registration Claimed.</LI>
</B><P>Not applicable.</P>
<B><LI>Exhibits.</LI>
</B><P>The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.</P>
<B><LI>Undertakings.</LI><OL TYPE="a">

<OL>

</B><I><U><LI>Item 512(a) of Regulation S-K</I></U>.  The undersigned registrant hereby undertakes:</LI>
<OL>

<LI>To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:</LI>
<OL TYPE="i">

<LI>To include any prospectus required by Section 10(a)(3) of the Securities Act;</LI>
<LI>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; and</LI>
<LI>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;</LI></OL>

<I><P>provided, however,</I> that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.</P>
<LI>That, for the purpose of determining any liability under the Securities Act, 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 <I>bona fide</I> offering thereof.</LI>
<LI>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.</LI></OL>

<I><U><LI>Item 512(b) of Regulation S-K</I></U>.  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant`s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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 <I>bona fide</I> offering thereof.</LI>
<I><U><LI>Item 512(h) of Regulation S-K</I></U>.  Insofar as indemnification for liabilities arising under the Securities Act 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 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 and will be governed by the final adjudication of such issue.</LI></OL>
</OL>
</OL>
</OL>

<B><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">SIGNATURES</P>
</B><P>Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Norton, state of Massachusetts, on this 8th day of December, 2009.</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<B><P>CPS Technologies Corporation</P>
</B>
<P>By:&#9;_<U>/s/ Grant C. Bennett</U>_____</P>
<P>Grant C. Bennett</P>
<P>President</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<B><P ALIGN="CENTER">POWER OF ATTORNEY AND SIGNATURES</P>
</B><P>We, the undersigned officers and directors of CPS Technologies Corporation, hereby severally constitute and appoint Grant C. Bennett and Susan E. April, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable CPS Technologies Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.</P>
<P>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.</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=590>
<TR><TD WIDTH="33%" VALIGN="TOP">
<B><U><FONT SIZE=3><P ALIGN="CENTER">Signature</B></U></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><U><FONT SIZE=3><P ALIGN="CENTER">Title</B></U></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><U><FONT SIZE=3><P ALIGN="CENTER">Date</B></U></FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=3><P>   /s/ Grant C. Bennett_</U>_____<BR>
Grant C. Bennett</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P>President (Principal executive officer and financial and accounting officer)</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P>December 8, 2009</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=3><P>   /s/ Francis J. Hughes, Jr.</U>___<BR>
Francis J. Hughes, Jr.</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P>Director</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P>December 8, 2009</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=3><P>   /s/ Daniel Snow_____</U>_____<BR>
Daniel Snow</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P>Director</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P>December 8, 2009</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3>
<B><P ALIGN="CENTER">INDEX TO EXHIBITS</P></B></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=590>
<TR><TD WIDTH="25%" VALIGN="TOP">
<U><FONT SIZE=3><P>Number</U> </FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<U><FONT SIZE=3><P>Description</U></FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P>4.1</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P>Restated Certificate of Incorporation of the Company, as amended, is incorporated herein by reference to Exhibit 3 to the Company`s Registration Statement on Form 8-A (File No. 0-16088)</P>
</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P>4.2</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P>By-laws of the Company, as amended, are incorporated herein by reference to Exhibit 3.2 to the Company`s Registration Statement on Form S-1 (File No. 33-14616) (the 1987 S-1 Registration Statement</P>
</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P>5</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P>Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P>23.1</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P>Consent of Wilmer Cutler Pickering Hale and Dorr LLP</P>
<P>(included in Exhibit 5)</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P>23.2</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P>Consent of Wolf &amp; Company, P.C.</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P>24</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P>Power of attorney (included on the signature pages of this registration statement)</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P>99.1</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P>2009 Stock Incentive Plan</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3>
</FONT><FONT SIZE=1><P>&nbsp;</P></FONT></BODY>
</HTML>
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As filed with the Securities and Exchange Commission on December 8, 2009
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CPS Technologies Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
04-2832509
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
111 South Worcester Street
Norton, MA
02766-2102
(Address of Principal Executive Offices)
(Zip Code)
2009 Stock Incentive Plan
(Full Title of the Plan)
Grant C. Bennett
President
CPS Technologies Corporation
111 South Worcester Street
Norton, MA 02766
(Name and Address of Agent For Service)
(508) 222-0614
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b2 of the Exchange Act.
(Check one:)
Large accelerated filer 					Accelerated filer
Non-accelerated filer 				Smaller reporting company
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be Registered(1)
Proposed Maximum Offering Price Per Share
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock, $0.01 par value per share
1,500,000 shares(2)
$1.17(3)
$1,755,000(3)
$98
(1)	In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)	Consists of 1,500,000 shares issuable under the 2009 Stock Incentive Plan.
(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the bid and asked prices of the Registrant`s Common Stock as reported on the OTC Bulletin Board on December 2, 2009.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Plan Information.
The information required by Item 1 is included in documents sent or given to participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Registrant Information and Employee Plan Annual Information.
The written statement required by Item 2 is included in documents sent or given to participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of Documents by Reference.
The registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission").   The following documents, which are on file with the Commission, are incorporated in this registration statement by reference:
The registrant`s latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for the registrant`s latest fiscal year for which such statements have been filed.
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above.
The description of the securities contained in the registrant`s registration statements on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of the filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Description of Securities.
Not applicable.
Interests of Named Experts and Counsel.
Wilmer Cutler Pickering Hale and Dorr LLP ("WilmerHale") has opined as to the legality of the securities being offered by this registration statement.
Indemnification of Directors and Officers.
Article SEVENTH of our Restated Certificate of Incorporation, as amended to date (the "Charter") eliminates the personal liability of directors to the fullest extent permitted by the Delaware General Corporation Law and provides that no director of our company shall be personally liable for any monetary damages for any breach of fiduciary duty as a director, except to the extent that the Delaware General Corporation Law statute prohibits the elimination or limitation of liability of directors for breach of fiduciary duty.
Article EIGHTH of our Charter provides that each of our directors and officers (a) shall be indemnified by us against all costs, charges, expenses (including attorneys` fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any litigation or other legal proceeding (other than an action by or in the right of us) threatened or brought against him by virtue of the fact that he is, or has agreed to serve as, a director or officer of our company or is serving in the position of director, officer, employee or trustee of another corporation, partnership, joint venture, trust or other enterprise on our behalf, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful and (b) shall be indemnified by us against all costs, charges and expenses (including attorneys` fees) actually and reasonably incurred in connection with any action by or in the right of us brought against him by virtue of the fact that he is, or has agreed to serve as, a director or officer of our company or is serving in the position of director, officer, employee or trustee of another corporation, partnership, joint venture trust or other enterprise on our behalf, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he is fairly and reasonably entitled to indemnification of such costs, charges and expenses. Notwithstanding the foregoing, to the extent that a director or officer has been successful, on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice or the settlement of an action without admission of liability, he is required to be indemnified by us against all costs, charges and expenses (including attorneys` fees) incurred in connection therewith. Costs, charges and expenses shall be advanced to a director or officer at his request, provided that he undertakes to repay the amount advanced if it is ultimately determined that he is not entitled to indemnification for such costs, charges and expenses.
Indemnification is required to be made unless we determine that the applicable standard of conduct required for indemnification has not been met. In the event of a determination by us that the director or officer did not meet the applicable standard of conduct required for indemnification or if we fail to make an indemnification payment within 60 days after such payment is claimed by such person, such person is permitted to petition the court to make an independent determination as to whether such person is entitled to indemnification. As a condition precedent to the right of indemnification, the director or officer must give us notice of the action for which indemnity is sought and we have the right to participate in such action or assume the defense thereof. Article EIGHTH of our Charter further provides that the indemnification provided therein is not exclusive, and provides that in the event that the Delaware General Corporation Law statute is amended, we must continue to indemnify our directors and officers with respect to any action that arose prior to the amendment, to the same extent that the director or officer would have been indemnified prior to the amendment.
Section 145 of the Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person has no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances.
In any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), against certain liabilities.
At present, there is no pending litigation or proceeding involving any director, officer, employee or agent as to which indemnification will be required or permitted under our Charter. The Registrant is not aware of any threatened litigation or proceeding that may result in a claim for such indemnification.
Exemption from Registration Claimed.
Not applicable.
Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
Undertakings.
Item 512(a) of Regulation S-K
.  The undersigned registrant hereby undertakes:
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
To include any prospectus required by Section 10(a)(3) of the Securities Act;
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; and
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 (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
That, for the purpose of determining any liability under the Securities Act, 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.
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.
Item 512(b) of Regulation S-K
.  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant`s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.
Item 512(h) of Regulation S-K
.  Insofar as indemnification for liabilities arising under the Securities Act 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 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 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Norton, state of Massachusetts, on this 8th day of December, 2009.
CPS Technologies Corporation
By:	_
/s/ Grant C. Bennett
_____
Grant C. Bennett
President
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of CPS Technologies Corporation, hereby severally constitute and appoint Grant C. Bennett and Susan E. April, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable CPS Technologies Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Grant C. Bennett_
_____
Grant C. Bennett
President (Principal executive officer and financial and accounting officer)
December 8, 2009
/s/ Francis J. Hughes, Jr.
___
Francis J. Hughes, Jr.
Director
December 8, 2009
/s/ Daniel Snow_____
_____
Daniel Snow
Director
December 8, 2009
INDEX TO EXHIBITS
Number
Description
4.1
Restated Certificate of Incorporation of the Company, as amended, is incorporated herein by reference to Exhibit 3 to the Company`s Registration Statement on Form 8-A (File No. 0-16088)
4.2
By-laws of the Company, as amended, are incorporated herein by reference to Exhibit 3.2 to the Company`s Registration Statement on Form S-1 (File No. 33-14616) (the 1987 S-1 Registration Statement
5
Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
23.1
Consent of Wilmer Cutler Pickering Hale and Dorr LLP
(included in Exhibit 5)
23.2
Consent of Wolf & Company, P.C.
24
Power of attorney (included on the signature pages of this registration statement)
99.1
2009 Stock Incentive Plan