##### 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
    
    (IRS Employer Identification No.)of Incorporation or Organization)
 3001 Red Hill Avenue
Costa Mesa, California 92626
 
 Irvine Sensors Corporation 2006 Omnibus Incentive Plan
 
 John J. Stuart, Jr.,
    
    Copies of all communications to:Chief Financial Officer and Secretary
    
    Ellen S. Bancroft, Esq.Irvine Sensors Corporation
    
    Parker A. Schweich, Esq.3001 Red Hill Avenue, Building 3
    
    Dorsey & Whitney LLPCosta Mesa, California 92626
    
    38 Technology Drive(Name and Address of Agent For Service)
    
    Irvine, CA 92618(714) 549-8211
    
    (949) 932-3600(Telephone Number, Including Area Code, of Agent For Service)
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company
þ(Do not check if a smaller reporting company)
 
 CALCULATION OF REGISTRATION FEE
 ProposedMaximumAmount
    
    
    Proposed Maximum
    
    
    Aggregate
    
    
    Amount OfTitle Of Securities
    
    
    To Be
    
    
    Offering Price
    
    
    Offering Price
    
    
    RegistrationTo Be Registered
    
    
    Registered (1)
    
    
    Per Share (2)
    
    
    (2)
    
    
    FeeCommon stock, $0.01
par value, issuable
pursuant to Irvine
Sensors Corporation
2006 Omnibus
Incentive Plan
    
    
    100,000 shares
    
    
    $0.33
    
    
    $33,000.00
    
    
    $1.30
 
 (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 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 February 17, 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 ReferenceItem 8. ExhibitsSIGNATURESEXHIBIT INDEXEX-5.1EX-23.1    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 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 and February 9, 2009; and(d)
    
    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 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
    
    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 2006 Omnibus
Incentive Plan
    
    Incorporated by
reference to
Exhibit 10.1 filed
to the Registrants
Current Report on
Form 8-K filed on
July 5, 200699.2
    
    Forms of agreements under the Irvine Sensors
Corporation 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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SIGNATURES
  IRVINE SENSORS CORPORATION
(Registrant)By:
    /s/ JOHN J. STUART, JR.John J. Stuart, Jr.Chief Financial Officer 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
    
    Chief Executive Officer,
President and Chairman of
the Board (Principal
Executive Officer)
    
    February 18, 2009John C. Carson/s/ JOHN J. STUART, JR.
    
    Chief Financial Officer and
Secretary (Principal
Financial and Chief
Accounting Officer)
    
    February 18, 2009John J. Stuart, Jr./s/ MARC DUMONT
    
    Director
    
    February 18, 2009Marc Dumont/s/ JACK JOHNSON
    
    Director
    
    February 18, 2009Jack Johnson/s/ THOMAS M. KELLY
    
    Director
    
    February 18, 2009Thomas M. Kelly/s/ FRANK RAGANO

Frank Ragano
    
    Director
    
    February 18, 2009DirectorRobert G. Richards
 II-4




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EXHIBIT INDEX
 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 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
    
    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 2006 Omnibus
Incentive Plan
    
    Incorporated by
reference to
Exhibit 10.1 filed
to the Registrants
Current Report on
Form 8-K filed on
July 5, 200699.2
    
    Forms of agreements under the Irvine Sensors
Corporation 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