##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM S-8
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 IRVINE SENSORS CORPORATION
  Delaware
    
    33-0280334(State or Other Jurisdiction 
of Incorporation or Organization)
    
    (IRS Employer Identification No.)
 3001 Red Hill Avenue
Costa Mesa, California 92626
 Irvine Sensors Corporation Amended and Restated 2006 Omnibus Incentive Plan
 John J. Stuart, Jr.,
    
    Copies of all communications to:Chief Financial Officer and Secretary 
Irvine Sensors Corporation 
3001 Red Hill Avenue, Building 3
Costa Mesa, California 92626
(Name and Address of Agent For Service)(714) 549-8211
(Telephone Number, Including Area Code,
of Agent For Service)
    
    Ellen S. Bancroft, Esq.
Parker A. Schweich, Esq.
Dorsey & Whitney LLP
38 Technology Drive
Irvine, CA 92618
(949) 932-3600
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company þ 
 CALCULATION OF REGISTRATION FEE
 Amount
    
    
    Proposed Maximum
    
    
    Proposed MaximumTitle Of Securities
    
    
    To Be
    
    
    Offering Price
    
    
    Aggregate
    
    
    Amount OfTo Be Registered
    
    
    Registered (1)
    
    
    Per Share (2)
    
    
    Offering Price (2)
    
    
    Registration FeeCommon stock, $0.01
par value, issuable
pursuant to Irvine
Sensors Corporation
Amended and
Restated 2006
Omnibus Incentive
Plan
    
    
    500,000 shares
    
    
    $
    0.50
    
    
    
    $
    250,000.00
    
    
    
    $
    13.95
 (1)
    
    Calculated pursuant to General Instruction E to Form S-8. Pursuant to Rule 416(a)
promulgated under the Securities Act of 1933, as amended, this Registration Statement also
covers any additional securities that may be offered or issued under the Irvine Sensors
Corporation Amended and Restated 2006 Omnibus Incentive Plan in connection with any stock
dividend, stock split, recapitalization or any other similar transaction effected without the
Registrants receipt of consideration which results in an increase in the number of
outstanding shares of the Registrants common stock.(2)
    
    Estimated based upon the average of the high and low sales prices per share of the
Registrants common stock on May 11, 2009, as reported on the NASDAQ Capital Market, solely
for the purpose of calculating the registration fee pursuant to Rules 457(h) and 457(c)
promulgated under the Securities Act of 1933, as amended.




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TABLE OF CONTENTS  PART IPART IIItem 3. Incorporation of Documents by Reference.Item 8. Exhibits.SIGNATURESEXHIBIT INDEXEX-5.1EX-23.1EX-99.1    Table of Contents  PREFATORY NOTE
  
 PART I
 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
 PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 Item 3. Incorporation of Documents by Reference.
  (a)
    
    The Registrants Annual Report on Form 10-K for the fiscal year ended September 28, 2008
filed with the Commission on January 12, 2009, as amended on January 26, 2009;(b)
    
    The Registrants Quarterly Report on Form 10-Q for the quarterly period ended December 28,
2008 filed with the Commission on February 17, 2009;(c)
    
    The Registrants Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2009
filed with the Commission on May 13, 2009;(d)
    
    The Registrants Current Reports on Form 8-K filed with the Commission on October 17, 2008,
October 20, 2008, October 23, 2008, November 10, 2008, December 16, 2008, December 17, 2008,
December 24, 2008, January 9, 2009, January 16, 2009, February 9, 2009, February 19, 2009,
March 24, 2009 and May 6, 2009; and(e)
    
    The description of the Registrants common stock, par value $0.01 per share, contained in the
Registrants Registration Statement on Form 8-A, filed with the Commission on October 12, 1982
pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the 1934 Act), including
any amendment or report filed for the purpose of updating such description.
  II-1




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Item 8. Exhibits.
 ExhibitNo.
    
    Description
    
    Where Located4.1
    
    Instruments Defining the Rights of Stockholders
    
    Reference is made
to Registrants
Registration
Statement No.
1-8402 on Form 8-A,
together with the
exhibits thereto,
which are
incorporated herein
by reference
pursuant to Item
3(e) of this
Registration
Statement4.2
    
    Certificate of Incorporation of the
Registrant, as amended
    
    Incorporated by
reference to
Exhibit 3.1 to the
Registrants Annual
Report on Form 10-K
for the fiscal year
ended September 28,
2003 filed on
December 24, 20034.3
    
    Certificate of Elimination of the Series B
Convertible Cumulative Preferred Stock, Series
C Convertible Cumulative Preferred Stock,
Series D Convertible Preferred Stock and
Series E Convertible Preferred Stock
    
    Incorporated by
reference to
Exhibit 3.3 to the
Registrants
Current Report on
Form 8-K filed on
April 18, 20084.4
    
    Certificate of Designations of Rights,
Preferences, Privileges and Limitations of
Series A-1 10% Cumulative Convertible
Preferred Stock
    
    Incorporated by
reference to
Exhibit 3.4 to the
Registrants
Current Report on
Form 8-K filed on
April 18, 20084.5
    
    Certificate of Amendment of Certificate of
Incorporation to increase the authorized
shares of the Corporations Common Stock and
the authorized shares of the Corporations
Preferred Stock
    
    Incorporated by
reference to
Exhibit 3.5 to the
Registrants
Current Report on
Form 8-K filed on
August 27, 20084.6
    
    Certificate of Amendment of Certificate of
Incorporation to reclassify, change, and
convert each ten (10) outstanding shares of
the Corporations Common Stock into one (1)
share of Common Stock
    
    Incorporated by
reference to
Exhibit 3.6 to the
Registrants
Current Report on
Form 8-K filed on
August 27, 20084.7
    
    Certificate of Designations of Rights,
Preferences, Privileges and Limitations of
Series A-2 10% Cumulative Convertible
Preferred Stock
    
    Incorporated by
reference to
Exhibit 3.1 to the
Registrants
Current Report on
Form 8-K filed on
March 24, 20094.8
    
    Amended and Restated Bylaws of the Registrant
    
    Incorporated by
reference to
Exhibit 3.1 to the
Registrants
Current Report on
Form 8-K filed on
September 21, 20075.1
    
    Opinion of Dorsey & Whitney LLP
    
    Filed herewith23.1
    
    Consent of Grant Thornton LLP
    
    Filed herewith23.2
    
    Consent of Dorsey & Whitney LLP (contained in
Exhibit 5.1 to this registration statement)
    
    Filed herewith24.1
    
    Power of Attorney (included in the signature
pages to this registration statement)
    
    Filed herewith99.1
    
    Irvine Sensors Corporation Amended and
Restated 2006 Omnibus Incentive Plan
    
    Filed herewith99.2
    
    Forms of agreements under the Irvine Sensors
Corporation Amended and Restated 2006 Omnibus
Incentive Plan
    
    Incorporated by
reference to
Exhibits 10.59,
10.60, 10.61, 10.62
and 10.63 to the
Registrants
Quarterly Report on
Form 10-Q filed on
May 15, 2007, and
to Exhibits 10.15,
10.16 and 10.17 to
the Registrants
Quarterly Report on
Form 10-Q filed on
August 13, 2008
 II-2




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##### Table of Contents



SIGNATURES
  IRVINE SENSORS CORPORATION
(Registrant)By:
    /s/ John J. Stuart, Jr.John J. Stuart, Jr.Chief Financial Officer, Senior
Vice President and Secretary (Principal Financial and Chief Accounting Officer) II-3




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POWER OF ATTORNEY
 KNOW ALL PERSONS BY THESE PRESENTS
 IN WITNESS WHEREOF
  Signature
    
    Title
    
    Date/s/ John C. Carson

John C. Carson
    
    Chief Executive
Officer, President and 
Chairman of the Board
(Principal Executive
Officer)
    
    May 14, 2009/s/ John J. Stuart, Jr.

John J. Stuart, Jr.
    
    Chief Financial Officer, Senior
Vice President
and Secretary
(Principal Financial
and Chief Accounting
Officer)
    
    May 14, 2009/s/ Marc Dumont

Marc Dumont
    
    Director
    
    May 14, 2009/s/ Jack Johnson

Jack Johnson
    
    Director
    
    May 14, 2009/s/ Thomas M. Kelly

Thomas M. Kelly
    
    Director
    
    May 14, 2009/s/ Frank Ragano

Frank Ragano
    
    Director
    
    May 14, 2009/s/ Robert G. Richards

Robert G. Richards
    
    Director
    
    May 14, 2009
 II-4




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description
    
    Where Located4.1
    
    Instruments Defining the Rights of Stockholders
    
    Reference is made
to Registrants
Registration
Statement No.
1-8402 on Form 8-A,
together with the
exhibits thereto,
which are
incorporated herein
by reference
pursuant to Item
3(e) of this
Registration
Statement4.2
    
    Certificate of Incorporation of the
Registrant, as amended
    
    Incorporated by
reference to
Exhibit 3.1 to the
Registrants Annual
Report on Form 10-K
for the fiscal year
ended September 28,
2003 filed on
December 24, 20034.3
    
    Certificate of Elimination of the Series B
Convertible Cumulative Preferred Stock, Series
C Convertible Cumulative Preferred Stock,
Series D Convertible Preferred Stock and
Series E Convertible Preferred Stock
    
    Incorporated by
reference to
Exhibit 3.3 to the
Registrants
Current Report on
Form 8-K filed on
April 18, 20084.4
    
    Certificate of Designations of Rights,
Preferences, Privileges and Limitations of
Series A-1 10% Cumulative Convertible
Preferred Stock
    
    Incorporated by
reference to
Exhibit 3.4 to the
Registrants
Current Report on
Form 8-K filed with
on April 18, 20084.5
    
    Certificate of Amendment of Certificate of
Incorporation to increase the authorized
shares of the Corporations Common Stock and
the authorized shares of the Corporations
Preferred Stock
    
    Incorporated by
reference to
Exhibit 3.5 to the
Registrants
Current Report on
Form 8-K filed on
August 27, 20084.6
    
    Certificate of Amendment of Certificate of
Incorporation to reclassify, change, and
convert each ten (10) outstanding shares of
the Corporations Common Stock into one (1)
share of Common Stock
    
    Incorporated by
reference to
Exhibit 3.6 to the
Registrants
Current Report on
Form 8-K filed on
August 27, 20084.7
    
    Certificate of Designations of Rights,
Preferences, Privileges and Limitations of
Series A-2 10% Cumulative Convertible
Preferred Stock
    
    Incorporated by
reference to
Exhibit 3.1 to the
Registrants
Current Report on
Form 8-K filed on
March 24, 20094.8
    
    Amended and Restated Bylaws of the Registrant
    
    Incorporated by
reference to
Exhibit 3.1 to the
Registrants
Current Report on
Form 8-K filed on
September 21, 20075.1
    
    Opinion of Dorsey & Whitney LLP
    
    Filed herewith23.1
    
    Consent of Grant Thornton LLP
    
    Filed herewith23.2
    
    Consent of Dorsey & Whitney LLP (contained in
Exhibit 5.1 to this registration statement)
    
    Filed herewith24.1
    
    Power of Attorney (included in the signature
pages to this registration statement)
    
    Filed herewith99.1
    
    Irvine Sensors Corporation Amended and
Restated 2006 Omnibus Incentive Plan
    
    Filed herewith99.2
    
    Forms of agreements under the Irvine Sensors
Corporation Amended and Restated 2006 Omnibus
Incentive Plan
    
    Incorporated by
reference to
Exhibits 10.59,
10.60, 10.61, 10.62
and 10.63 to the
Registrants
Quarterly Report on
Form 10-Q filed on
May 15, 2007, and
to Exhibits 10.15,
10.16 and 10.17 to
the Registrants
Quarterly Report on
Form 10-Q filed on
August 13, 2008
 II-5