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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) March 18, 2009
 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)Registrants
telephone number, including area 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 1.01 Entry into a Material Definitive Agreement.Item 2.01 Completion of Acquisition or Disposition of Assets.Item 3.02 Unregistered Sales of Equity Securities.Item 3.03. Material Modification to Rights of Security Holders.Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.Item 9.01. Financial Statements and Exhibits.SIGNATURESEX-3.1EX-10.1EX-10.2EX-10.3EX-10.4    Table of Contents  
 Item 1.01 Entry into a Material Definitive Agreement.
 Patent Purchase Agreement and Company License




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Lien Release Agreements
      Debt Exchange Agreement




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Item 2.01 Completion of Acquisition or Disposition of Assets.
  
 Item 3.02 Unregistered Sales of Equity Securities.
  
 Item 3.03. Material Modification to Rights of Security Holders.
  
 Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.




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Item 9.01. Financial Statements and Exhibits.
 (a)
    
    Financial Statements of Business Acquired.Not applicable.(b)
    
    Pro Forma Financial Information.




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Irvine Sensors Corporation
Pro Forma Condensed Consolidated Balance Sheets
 December 28,
    
    
    
    
    
    
    December 28,2008
    
    
    Pro Forma
    
    
    2008As Reported
    
    
    Adjustments
    
    
    Pro FormaAssetsCurrent assets:Cash and cash equivalents
    
    $
    210,300
    
    
    $
    9,500,000
    
    
    $
    9,710,300All other current assets
    
    
    2,808,900
    
    
    
    
    
    
    
    2,808,900Total current assets
    
    $
    3,019,200
    
    
    
    9,500,000
    
    
    
    12,519,200Property and equipment, net
    
    
    3,944,100
    
    
    
    
    
    
    
    3,944,100Intangible assets, net
    
    
    893,800
    
    
    
    (775,200
    )
    
    
    118,600Deferred costs
    
    
    206,400
    
    
    
    
    
    
    
    206,400Deposits
    
    
    37,500
    
    
    
    
    
    
    
    37,500Total assets
    
    $
    8,101,000
    
    
    $
    8,724,800
    
    
    $
    16,825,800Liabilities and Stockholders DeficitTotal current liabilities
    
    $
    13,948,100
    
    
    
    385,000
    
    
    $
    14,433,100Total long term liabilities
    
    
    4,273,100
    
    
    
    
    
    
    
    4,273,100Total liabilities
    
    
    18,221,200
    
    
    
    385,000
    
    
    
    18,606,200Stockholders deficit:Preferred stock, $0.01 par value
    
    
    1,300
    
    
    
    
    
    
    
    1,300Common stock, $0.01 par value
    
    
    56,400
    
    
    
    
    
    
    
    56,400Common stock warrants
    
    
    
    
    
    
    
    
    
    
    Prepaid stock-based compensation
    
    
    (502,000
    )
    
    
    
    
    
    
    (502,000
    )Deferred stock-based compensation
    
    
    (142,900
    )
    
    
    
    
    
    
    (142,900
    )Common stock held by Rabbi Trust
    
    
    (1,169,600
    )
    
    
    
    
    
    
    (1,169,600
    )Deferred compensation liability
    
    
    1,169,600
    
    
    
    
    
    
    
    1,169,600Paid-in capital
    
    
    160,795,000
    
    
    
    
    
    
    
    160,795,000Accumulated deficit
    
    
    (170,328,000
    )
    
    
    8,339,800
    
    
    
    (161,988,200
    )Total stockholders deficit
    
    
    (10,120,200
    )
    
    
    8,339,800
    
    
    
    (1,780,400
    )$
    8,101,000
    
    
    $
    8,339,800
    
    
    $
    16,825,800




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Irvine Sensors Corporation
Pro Forma Condensed Consolidated Statements of Operations
 13 Weeks Ended
    
    
    
    
    
    
    13 Weeks EndedDecember 28,
    
    
    
    
    
    
    December 28,2008
    
    
    Pro Forma
    
    
    2008As Reported
    
    
    Adjustments
    
    
    Pro FormaTotal revenues
    
    $
    2,743,500
    
    
    $
    
    
    
    $
    2,743,500Total costs and expenses
    
    
    4,526,600
    
    
    
    
    
    
    
    4,526,600Loss from operations
    
    
    (1,783,100
    )
    
    
    
    
    
    
    (1,783,100
    )Interest expense
    
    
    (409,100
    )
    
    
    
    
    
    
    (409,100
    )Gain on disposal of assets
    
    
    
    
    
    
    8,724,800
    
    
    
    8,724,800Interest and other income
    
    
    31,600
    
    
    
    
    
    
    
    31,600(Loss) income from continuing operations before
minority interest and provision for income taxes
    
    
    (2,160,600
    )
    
    
    8,724,800
    
    
    
    6,564,200Minority interest in loss of subsidiaries
    
    
    100
    
    
    
    
    
    
    
    100Provision for income taxes
    
    
    (18,900
    )
    
    
    (385,000
    )
    
    
    (403,900
    )(Loss) income from continuing operations
    
    
    (2,179,400
    )
    
    
    8,339,800
    
    
    
    6,160,400Discontinued operations:Income from operations of discontinued
operations
    
    
    65,300
    
    
    
    
    
    
    
    65,300Net (loss) income
    
    $
    (2,114,100
    )
    
    $
    8,339,800
    
    
    $
    6,225,700Basic and diluted net income (loss) per common
share informationFrom continuing operations
    
    $
    (0.43
    )
    
    $
    1.57
    
    
    $
    1.14From discontinued operations
    
    
    0.01
    
    
    
    
    
    
    
    0.01Basic and diluted net loss per common share
    
    $
    (0.42
    )
    
    $
    1.57
    
    
    $
    1.16Weighted average number of common shares
outstanding
    
    
    5,298,900
    
    
    
    
    
    
    
    5,298,900




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(c)
    
    Shell Company Transactions.Not applicable.(d)
    
    Exhibits.
 Exhibit No.
    
    Description of Exhibit3.1
    
    Certificate of Designations of Rights, Preferences, Privileges and Limitations
of Series A-2 10% Cumulative Convertible Preferred Stock10.1
    
    Patent Purchase Agreement as amended March 18, 2009 by and between the Company
and Aprolase Development Co., LLC10.2
    
    Lien Release Agreement dated March 18, 2009 and Release of Security Interest by
and among the Company, Longview Fund, LP and Alpha Capital Anstalt10.3
    
    Form of Lien Release Agreement dated March 18, 2009 and Release of Security
Interest by and among the Company and the Bridge Lenders10.4
    
    Subscription Agreement dated March 18, 2009 by and among the Company, Longview
Fund, LP and Alpha Capital Anstalt
 
 
    
    Confidential treatment has been requested for certain confidential portions of this exhibit
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. In accordance with Rule 24b-2,
these confidential portions have been omitted from this exhibit and filed separately with the
Securities and Exchange Commission.




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SIGNATURES
  IRVINE SENSORS CORPORATION(Registrant)Dated:  March 24, 2009
    /s/ JOHN J. STUART, JR.John J. Stuart, Jr.Senior Vice President and Chief Financial Officer