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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM S-3
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 ADVANCED PHOTONIX, INC.
  Delaware
    
    33-0325826(State or other
    
    (I.R.S. employerjurisdiction of
    
    identification number)incorporation)
 ADVANCED PHOTONIX, INC.
1240 Avenida Acaso
Camarillo, California 93012
(805) 987-0146
 Richard D. Kurtz, Chief Executive Officer
Advanced Photonix, Inc.
1240 Avenida Acaso
Camarillo, California 93012
(805) 987-0146
 Landey Strongin, Esq.
and
Y. Simon Marom, Esq.
Dornbush Schaeffer Strongin & Weinstein, LLP
747 Third Avenue
New York, New York 10017
(212) 759-3300
 From time to time after
this Registration Statement becomes effective.
 o
 þ
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CALCULATION OF REGISTRATION FEE


ProposedMaximum
    
    
    ProposedTitle of each Class
    
    
    
    
    
    
    
    Offering
    
    
    Maximum
    
    
    Amount ofof Securities to be
    
    
    Amount to
    
    
    Price Per
    
    
    Aggregate
    
    
    RegistrationRegistered
    
    
    be Registered
    
    
    Share
    
    
    Offering Price
    
    
    FeeClass A Common
Stock, par value
$.001
per share (1)
    
    

472,679
shares (1)
    
    
    $
    3.09
    (1)
    
    
    $
    1,460,578
    
    
    
    $
    171.91Class A Common
Stock, par value
$.001 per share,
issuable upon
exercise of
warrants
(1)
    
    

170,164 shares (1)
    
    
    $
    1.78
    (3)
    
    
    $
    302,892
    (3)
    
    
    $
    35.65Class A Common Stock,
par value $.001 per
share (1)(2)
    
    
    
    192,853 shares (2)
    
    
    
    $
    3.09
    (2)
    
    
    $
    595,916
    (2)
    
    
    $
    70.14


|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of
the Securities Act of 1933, as amended, based on the average of the high and low sale prices of our
Class A common stock on September 23, 2005 as reported on the American Stock Exchange. The number
of shares of Class A common stock registered hereunder is based upon the maximum number of shares
of Class A common stock of the Registrant issuable upon conversion of the notes and the exercise of
the warrants acquired in connection with the exercise of the additional investment rights.
|   
|(2) |  | Pursuant to Rule 416 of the Securities Act of 1933, as amended, such shares shall include (i)
an indeterminate number of shares of Class A common stock that may become issuable as a result of
stock splits, stock dividends, recapitalizations and similar events, and (ii) an additional number
of shares of Class A common stock representing
the Registrants good faith estimate of the maximum number of additional shares that may become
issuable pursuant to contractual agreement with the selling stockholders.                                                                           
|   
|(3) |  | Calculated pursuant to Rule 457(g) of the Securities Act of 1933, as amended, based on the
warrant exercise price of $1.78 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

The Registrant hereby amends this Registration Statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may
determine.








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P R O S P E C T U S
 ADVANCED PHOTONIX, INC.
 835,696 Shares of Class A Common Stock
      Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.




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PageCautionary Statement Regarding Forward Looking Statements
    
    
    iiThe Company
    
    
    1Risk Factors
    
    
    5Use of Proceeds
    
    
    11Selling Stockholders
    
    
    11Plan of Distribution
    
    
    13Legal Matters
    
    
    16Experts
    
    
    16Where You Can Find More Information
    
    
    16Indemnification
    
    
    18Opinion of Dornbush Schaeffer Strongin & Weinstein, LLPConsent of Farber & Hass LLP
  About This Prospectus




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Cautionary Statements Regarding Forward Looking Statements




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The Company
 This summary contains basic information about us and the sale by the selling stockholders
of our Class A common stock. Because it is only a summary, it does not contain all of the
information that you should consider before purchasing our Class A common stock. You should read
this entire prospectus, including the information set forth under Risk Factors and the
information incorporated by reference in this prospectus
 Our Business
 
  Technology & Manufacturing Capabilities
  
    
    Semiconductor Design
    
    MBE Growth, and Micro-fabrication of high-speed GaAs and InP based semiconductor
devices,
    
    Optoelectronic Micro-packaging of semiconductor devices combining high-speed
electronics and fiber optics,
    
    Vapor Deposition and Ion Implantation for Silicon based PIN photo-detectors,
    
    Hybrid Assembly and Electronic Manufacturing Services,
    
    Terahertz Sensors and Generators, and
    
    Femto Second Lasers
 1




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Core Products
  
    
    High Speed Optical Receivers
    
    Terahertz Sensors
    
    Large Area Avalanche Photodiodes (LAAPD)
    
    FILTRODE®  patented technology integrating optical filters directly on photodiode chips
    
    Avalanche Photodiodes (APD)  discrete, with and without thermoelectric coolers, and
with integrated modules in Silicon and III-V materials
    
    Positively Intrinsic Negative (PIN) photodiodes in Silicon and III-V materials
 Terahertz Technology
   Markets
  2




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
    
    Space
  
    
    Manufacturing
    
    Instrumentation
    
    Display
  
    
    Diagnostic & Monitoring
    
    Ophthalmic Equipment
    
    Medical Imaging
  
    
    Test and Measurement
    
    Telecom Equipment
    
    Wireless Communications
  
    
    Baggage/Cargo Scanning
    
    Passenger Screening
  The Private Placement
   3




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4




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Risk Factors
 Investing in our Class A common stock involves a high degree of risk and uncertainty. You
should carefully consider the risks and uncertainties described below before investing in our Class
A common stock. Our business, prospects, financial condition and results of operations could be
adversely affected due to any of the following risks. In that case, the value of our Class A common
stock could decline, and you could lose all or part of your investment.
 Risks Relating to Our Business
 We are dependent upon several suppliers for a significant portion of raw materials used in the
manufacturing of our products.
  Customer acceptance of our products is dependent on our ability to meet changing requirements.
  We are subject to market risk through our sales to overseas markets.
  
    
    foreign countries could change regulations or impose currency
restrictions and other restraints;
    
    changes in foreign currency exchange rates and hyperinflation or
deflation in the foreign countries in which we operate;
    
    exchange controls;
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
    
    in some countries, there is a risk that the government may expropriate assets;
    
    some countries impose burdensome tariffs and quotas;
    
    political changes and economic crises may lead to changes in the
business environment in which we operate;
    
    international conflict, including terrorist acts, could significantly
impact our financial condition and results of operations; and
    
    economic downturns, political instability and war or civil
disturbances may disrupt distribution logistics or limit sales in individual
markets.
  Our future performance is dependent upon finding new customers and retaining our existing
customers.
   Customer orders are subject to cancellation or modification at any time.
  6




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The markets for many of our products are characterized by changing technology.
  We are dependent on key in-house manufacturing equipment or processes to deliver a custom product
(solution) with the highest performance and short time to market.
  Changes in the spending priorities of the federal government can materially adversely affect our
business.
  Our industry is highly competitive and fragmented.
  7




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Our industry is sensitive to changing economic conditions.
  We are subject to environmental regulations.
  If we are unable to protect our intellectual property rights adequately, the value of our products
could be diminished.
   8




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We face strong competition for skilled workers.
  We may not be able to successfully integrate future acquisitions, which could result in our not
achieving the expected benefits of the acquisition, the disruption of our business and an increase
in our costs.
   Risks Relating to Our Class A Common Stock
 Our share price has been volatile in the past and may decline in the future.
  
    
    quarterly variations in our operating results;
    
    operating results that vary from the expectations of securities analysts and investors;
    
    changes in expectations as to our future financial performance, including financial
estimates by securities analysts and investors;
    
    announcements of technological innovations or new products by us or our competitors;
    
    announcements by us or our competitors of significant contracts, acquisitions,
strategic partnerships, joint ventures or capital commitments;
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
    
    changes in the status of our intellectual property rights;
    
    announcements by third parties of significant claims or proceedings against us;
    
    additions or departures of key personnel;
    
    future sales of our ordinary shares; and
    
    stock market price and volume fluctuations.
   Future sales of our Class A common stock in the public market could lower our stock price, and
conversion of our warrants and any additional capital raised by us may dilute your ownership in us.
  Shares eligible for public sale in the future could decrease the price of our Class A common stock
and reduce our future ability to raise capital.
  We do not intend to pay dividends.
  10




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Use of Proceeds
   
 Selling Stockholders
     11




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Number ofShares
    
    Maximum Number
    
    Number of SharesBeneficially
    
    of Shares to be Sold
    
    to be BeneficiallyOwned Prior to
    
    Pursuant to this
    
    Owned After theName of Selling Stockholder
    
    the Offering
    
    Prospectus (3)
    
    OfferingBluegrass Growth Fund, LP (1)
    
    
    321,422
    
    
    
    417,849
    
    
    
    0Bluegrass Growth Fund, Ltd (2)
    
    
    321,422
    
    
    
    417,849
    
    
    
    0
 
 1
    
    Brian Shatz has voting control and investment discretion over securities held by
Bluegrass Growth Fund, LP. Mr. Shatz disclaims beneficial ownership of the Class A common stock
held by Bluegrass Growth Fund, LP.2
    
    Brian Shatz has voting control and investment discretion over securities held
by Bluegrass Growth Fund, Ltd. Mr. Shatz disclaims beneficial ownership of the Class A common
stock held by Bluegrass Growth Fund, Ltd.3
    
    The number of shares of Class A common stock to be sold by the selling stockholders is
based on (i) 100% of the number of shares of Class A common stock issuable to the selling
stockholders upon conversion of the additional convertible notes and exercise of the additional
warrants, and (ii) 30% of the number of shares of Class A common stock issuable to the selling
stockholders representing a good faith estimate of the maximum number of additional shares that may
become issuable pursuant to a contractual agreement with the selling stockholders. 
 12




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Plan of Distribution
   
    
    sales on any national securities exchange or quotation service on which the
securities may be listed or quoted at the time of sale;
    
    sales in the over-the-counter market;
    
    transactions otherwise than on these exchanges or systems or in the over-the-counter
market;
    
    the writing of options, whether such options are listed on an options exchange or
otherwise;
    
    ordinary brokerage transactions and transactions in which the broker-dealer solicits
purchasers;
    
    block trades in which the broker-dealer will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction;
    
    purchases by a broker-dealer as principal and resale by the broker-dealer for its
account;
    
    an exchange distribution in accordance with the rules of the applicable exchange;
    
    privately negotiated transactions;
    
    short sales;
    
    sales pursuant to Rule 144;
 13




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
    
    sales through broker-dealers who may agree with the selling
stockholders to sell a specified number of such shares at a
stipulated price per share;
    
    a combination of any such methods of sales; and
    
    any other method permitted to applicable law.
    14




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15




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Legal Matters
  
 Experts
  
 Where You Can Find More Information
   
    
    Annual Report on Form 10-KSB for the fiscal year ended March 27, 2005;
    
    Current Report on Form 8-K, filed on June 28, 2005;
    
    Current Report on Form 8-K filed on July 7, 2005;
    
    Current Report on Form 8-K/A, filed on July 11, 2005;
 16




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
    
    Current Report on Form 8-K/A, filed on July 18, 2005;
    
    Current Report on Form 8-K/A filed on August 4, 2005;
    
    Current Report on Form 8-K, filed on August 15, 2005;
    
    Quarterly Report on Form 10-Q for the quarter ended June 26, 2005;
    
    Current Report on Form 8-K, filed on September 9, 2005;
    
    Current Report on Form 8-K, filed on September 16, 2005; and
    
    The description of our Class A common stock contained in our Registration
Statement on Form 8-A dated January 16, 1991 filed under the Exchange Act, including any
amendments or reports filed for the purposes of updating such description.
  
  17




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Indemnification
  18




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Prospective investors may rely only on the information contained in this prospectus. Neither
Advanced Photonix, Inc. nor any selling stockholder has authorized anyone to provide prospective
investors with information different from that contained or incorporated by reference in this
prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy the shares
of our Class A common stock being offered hereby in any jurisdiction where the offer or sale is not
permitted. The information contained in this prospectus is correct only as of the date of this
prospectus, regardless of the times of the delivery of this prospectus or any sale of the shares of
our Class A common stock.




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PART II
 Information Not Required in Prospectus
 Item 14. Other Expenses of Issuance and Distribution
  AmountSEC Registration Fee
    
    $
    277.7Printing fees
    
    $
    5,000Accounting Fees and Expenses
    
    $
    3,000Legal Fees and Expenses
    
    $
    10,000Miscellaneous Expenses
    
    $
    5,000Total
    
    $
    23,277.7
  Item 15. Indemnification of Directors and Officers
   II-1




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Item 16. Exhibits
  No.
    
    Description2.1
    
    Stock Purchase Agreement dated December 21, 2004, by
and among the Company and the Stockholders named therein 
incorporated by reference to Exhibit 2.1 to the Registrants
Form 8-K filed with the Securities and Exchange Commission
on December 23, 20042.2
    
    Agreement and Plan of Merger dated March 8, 2005, by
and among the Company, Michigan Acquisition Sub, LLC,
Picotronix, Inc., Robin Risser and Steven Williamson 
incorporated by reference to Exhibit 2.1 to the Registrants
Form 8-K filed with the Securities and Exchange Commission
on March 14, 20053.1
    
    Certificate of Incorporation of the Registrant,
as amended  incorporated by reference to Exhibit 3.1
to the Registrants Registration Statement on Form
S-1, filed with the Securities and Exchange Commission
on November 23, 19903.1.1
    
    Amendment to Certificate of Incorporation of the
Registrant, dated October 29, 1992incorporated by
reference to the Registrants March 31, 1996 Annual
Report on Form 10-K3.1.2
    
    Amendment to Certificate of Incorporation of the
Registrant, dated September 9, 1992incorporated by
reference to the Registrants March 31, 1996 Annual
Report on Form 10-K3.2
    
    By-laws of the Registrant, as amended  incorporated
by reference to Exhibit 3.2 to the Registrants March
30, 2003 Annual Report on Form 10-KSB4.1
    
    Rights Agreement, dated September 19, 2002 by and
between the Company and Continental Stock Transfer
and Trust Company, Certificate of Designations for
the Companys Series B Junior Preferred Stock 
incorporated by reference to Exhibits 4.1 and 4.2 to
the Registrants Form 8-K filed with the Securities
and Exchange Commission on September 26, 20024.2
    
    Amended and Restated Rights Agreement, dated
February 4, 2005 by and between the Company and
Continental Stock Transfer and Trust Company 
incorporated by reference to Exhibits 4.1 to the Registrants
Form 8-K filed with the Securities and Exchange Commission
on February 9, 20055.1
    
    Opinion of Dornbush Schaeffer Strongin & Weinstein, LLP.
 II-2




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No.
    
    Description10.1
    
    Advanced Photonix, Inc. 1991 Special Directors
Stock Option Plan  incorporated by reference to
Exhibit 10.9 to the Registrants March 31, 1991
Annual Report on Form 10-K10.2
    
    Advanced Photonix, Inc. 1990 Incentive Stock
Option and Non-Qualified Stock Option Plan 
incorporated by reference to Exhibit No. 10.11 to the
Registrants Registration Statement on Form S-1,
filed with the Securities and Exchange Commission on
November 23, 199010.3
    
    Advanced Photonix, Inc. 1997 Employee Stock Option
Plan  incorporated by reference to Exhibit 10.13
to the Registrants March 30, 1997 Annual Report on
Form 10-K10.4
    
    Amendment No. 1 to 1997 Employee Stock Option Plan of
Advanced Photonix, Inc.  incorporated by
reference to Exhibit 10.14 to the Registrants
December 28, 1997 Quarterly report on Form 10-Q10.5
    
    Advanced Photonix, Inc. 2000 Stock Option Plan 
incorporated by reference to Exhibit 10.1 to the
Registrants Registration Statement on Form S-8,
filed with the Securities and Exchange Commission on
March 15, 200110.9
    
    Lease Agreement dated February 23, 1998 between
Advanced Photonix, Inc. and High Tech No. 1, Ltd. 
incorporated by reference to Exhibit 10.9 to the
Registrants March 29, 1998 Annual Report on Form
10-K10.10
    
    Form of Indemnification Agreement provided to
Directors and Principal Officers of Advanced
Photonix, Inc.  incorporated by reference to
Exhibit 10.15 to the Registrants December 28, 1997
Quarterly report on Form 10-Q10.11
    
    Employment Agreement dated August 21, 2002 between
Advanced Photonix, Inc. and Paul D. Ludwig 
incorporated by reference to Exhibit 10.1 to the
Registrants Form 8-K as filed with the
Securities and Exchange Commission on September 5, 200210.12
    
    Employment Agreement dated February 10, 2003 between
Advanced Photonix, Inc. and Richard D. Kurtz
 incorporated by reference to Exhibit 10.12 to the
Registrants March 30, 2003 Annual Report on
Form 10-KSB10.13
    
    Securities Purchase Agreement dated October 11,
2004 between Advanced Photonix, Inc. and Smithfield
Fiduciary LLC, Iroquois Capital LP, Bluegrass
Growth Fund, LP and Bluegrass Growth Fund, Ltd.
(the Buyers)  incorporated by reference to the Registrants
Form 8-K as filed with the Securities and Exchange Commission
on October 12, 200410.13.1
    
    Registration Rights Agreement dated October 11, 2004 between
Advanced Photonix, Inc. and the Buyers  incorporated by reference to
the Registrants Form 8-K as filed with the Securities and Exchange
Commission on October 12, 2004.10.13.2
    
    Form of Senior Subordinated
Convertible Note  incorporated by
reference to the Registrants Form 8-K as filed with the Securities and
Exchange Commission on October 12, 2004
 II-3




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No.
    
    Description10.13.3
    
    Form of Warrant  incorporated by reference to the Registrants
Form 8-K as filed with the Securities and Exchange Commission
on October 12, 200410.13.4
    
    Form of Additional Investment Right  incorporated by reference to
the Registrants Form 8-K as filed with the Securities and Exchange
Commission on October 12,
200410.13.5
    
    Promissory Note to Picotronix, Inc. dated March 10, 2005 
incorporated by reference to Exhibit 10.1 to the Registrants
Form 8-K filed with the Securities and Exchange Commission
on March 14, 200510.13.6
    
    Letter Agreement dated March 9, 2005, by and among the Company and Bluegrass
Growth Fund, Ltd.  incorporated by reference to
Exhibit 10.2 to the Registrants Form 8-K as filed with the Securities
and Exchange Commission on March 14, 200510.13.7
    
    Letter Agreement dated March 9, 2005, by and among the Company and Bluegrass
Growth Fund, LP  incorporated by reference to
Exhibit 10.3 to the Registrants Form 8-K as filed with the Securities
and Exchange Commission on March 14, 200510.13.8
    
    Letter Agreement dated March 9, 2005, by and among the Company and Smithfield
Fiduciary LLC  incorporated by reference to
Exhibit 10.4 to the Registrants Form 8-K as filed with the Securities
and Exchange Commission on March 14, 200510.13.9
    
    Letter Agreement dated March 9, 2005, by and among the Company and Iroquois
Capital, LP  incorporated by reference to
Exhibit 10.5 to the Registrants Form 8-K as filed with the Securities
and Exchange Commission on March 14, 200521.1
    
    List of Subsidiaries of Registrant  incorporated by
reference to Exhibit 21.1 to the Registrants
March 30, 2003 Annual Report on Form 10-KSB23.1
    
    Consent of Farber & Hass LLP23.2
    
    Consent of Dornbush Schaeffer Strongin & Weinstein, LLP. Included in Exhibit 5.124.1
    
    Power of Attorney (contained on
Page II-7)
 II-4




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Item 17. Undertakings
   bona fide
   bona fide
  II-5




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SIGNATURES
  ADVANCED PHOTONIX, INC.By:
    /s/  Richard D. KurtzName:
    Richard D. KurtzTitle:
    Chief Executive Officer II-6




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POWER OF ATTORNEY
 KNOW ALL PERSONS BY THESE PRESENTS
  SIGNATURE
    
    TITLE
    
    DATEPrincipal Executive Officer:/s/ Richard D. Kurtz

Richard D. Kurtz
    
    Chairman of the Board
and Chief Executive Officer
    
    September 30, 2005Principal Financial and
Accounting Officer:/s/ Robin F. Risser

Robin F. Risser
    
    Chief Financial Officer
and Secretary
    
    September 30, 2005Directors:/s/ M. Scott Farese

M. Scott Farese
    
    Director
    
    September 30, 2005/s/ Ward Harper

Ward Harper
    
    Director
    
    September 30, 2005/s/ Stephen P. Soltwedel

Stephen P. Soltwedel
    
    Director
    
    September 30, 2005/s/ Paul D. Ludwig

Paul D. Ludwig
    
    Director
    
    September 30, 2005/s/ Lance Brewer

Lance Brewer
    
    Director
    
    September 30, 2005/s/ Donald Pastor

Donald Pastor
    
    Director
    
    September 30, 2005
 II-7




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EXHIBIT INDEX
 EX. NO.
    
    DESCRIPTION5.1
    
    Opinion of Dornbush Schaeffer Strongin & Weinstein, LLP.23.1
    
    Consent of Farber & Hass LLP23.2
    
    Consent of Dornbush Schaeffer Strongin & Weinstein, LLP. Included in Exhibit 5.124.1
    
    Power of Attorney (contained on
Page II-7)