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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 8-K
 CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 Date
of Report (Date of earliest event reported) June 5, 2008
 Irvine Sensors Corporation
 
  Delaware
    
    001-08402
    
    33-0280334(State or Other Jurisdiction 
of Incorporation)
    
    (Commission
File Number)
    
    (IRS Employer
Identification No.)
 3001 Red Hill Avenue, Costa Mesa, California
    
    92626(Address of Principal Executive Offices)
    
    (Zip Code)
 (714) 549-8211
  
   o
    
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o
    
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o
    
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))o
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




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TABLE OF CONTENTS  Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingItem 9.01. Financial Statements and ExhibitsSIGNATURESEXHIBIT 99.1    Table of Contents  
 Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
    All statements included in this Current Report on Form 8-K , other than statements or
characterizations of historical fact, are forward-looking statements. These forward-looking
statements are based on the Companys current expectations, estimates and projections about the
Company, managements beliefs, and certain assumptions made by the Company, and events beyond the
Companys control, all of which are subject to change. Such forward-looking statements include,
but are not limited to, statements relating the approval of a reverse stock split by the Companys
stockholders and the Companys ability to regain compliance with Nasdaq listing requirements within
the time period specified above. Forward-looking statements can often be identified by words such
as anticipates, expects, intends, plans, predicts, believes, seeks, estimates,
may, will, should, would, could, likely, potential, continue, ongoing, similar
expressions, and variations or negatives of these words. These forward-looking statements are not
guarantees of future results or the commitments made by the Company herein, and they are subject to
risks, uncertainties and assumptions that could cause actual results to differ materially and
adversely from those expressed in any forward-looking statement. The risks and uncertainties
referred to above include, but are not limited to, the ability of the Company to file a definitive
proxy statement and hold its Annual Meeting of Stockholders in a timely manner, the possibility
that the Companys stockholders will not approve a reverse stock split, the possibility that the
Companys plan for regaining compliance with Nasdaq listing requirements will not be satisfactory
to the Nasdaq Panel and/or that the Nasdaq Panel will not grant the Companys request, the
Companys stock price could decline further, and such other factors described in the Companys
filings with the Securities and Exchange Commission. The forward-looking statements in this
Current Report on Form 8-K speak only as of the date they are made. The Company undertakes no
obligation to revise or update publicly any forward-looking statement for any reason.
 
 Item 9.01. Financial Statements and Exhibits.
 (a)
    
    Not Applicable.(b)
    
    Not Applicable.(c)
    
    Not Applicable.(d)
    
    Exhibits.
 Exhibit No.
    
    Description of Exhibit99.1
    
    Press Release of Irvine Sensors Corporation, dated June 10, 2008




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SIGNATURES
  Irvine Sensors Corporation

(Registrant)Dated: June 10, 2008
    
    /s/ JOHN J. STUART, JR.John J. Stuart, Jr.Senior Vice President and Chief Financial Officer




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Exhibit No.
    
    Description of Exhibit99.1
    
    Press Release of Irvine Sensors Corporation, dated June 10, 2008