**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

**Amendment No. 1**

 

| **x   ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934** |
|--------------------------------------------------------------------------------------------------------------|
|                                                                                                         |
| **For the fiscal year ended  December 31, 2007**                                                        |
|                                                                                                         |
| **o****TRANSITIONAL REPORT UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**     |

 

**For the transition periodfrom                to                **

 

**Commission file number 0-115404**

 

**MPC CORPORATION**

(Exact name of registrant as specified in its charter)

 

| **COLORADO**                                                     | ** ** | **84-1577562**                    |
|------------------------------------------------------------------|------------|-----------------------------------|
| (State or other jurisdiction of incorporation or   organization) |       | (IRS Employer identification No.) |

 

**906 E. Karcher Rd., Nampa, Idaho83687**

(Address of principal executive offices)

 

**(208) 893-3434**

(Registrant’s telephone number)

 

Securities registered under Section 12(b) ofthe Exchange Act:

 

Common Stock, no par value: **American Stock Exchange**

 

Warrants to Purchase Common Stock: **American Stock Exchange**

 

Securities registered under Section 12(g) ofthe Exchange Act: **None**

 

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities ActYes  o    No  x

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes  o    No  x

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes  x    No  o

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company. See the definitions of “large accelerated filer,” “acceleratedfiler” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.(Check one):

 
| Large accelerated filer                       | o      |   | Accelerated filer         | o |
|-----------------------------------------------|--------|--------|---------------------------|---|
| Non-accelerated filer                         | o      |   | Smaller reporting company | x |
| (Do not check if a smaller reporting company) |   |   |

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act).Yes  o    No  x

 

The aggregate market value of the registrant’s no parcommon stock, held by non-affiliates of the registrant on June 29, 2007,the last business day of the registrant’s most recently completed second fiscalquarter, was $18,040,337 (based on the closing sales price of the registrant’scommon stock on that date).

 

As of April 15, 2008, 34,175,886 shares of theregistrant’s no par common stock were issued and outstanding.

 

 

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**EXPLANATORY NOTE**

 

This Form 10-K/Aconstitutes Amendment No. 1 to the Annual Report on Form 10-K for theyear ended December 31, 2007 (the “Form 10-K”), filed by theRegistrant with the Commission on April 14, 2008.  The sole purpose of this amendment is to filewith the Commission the information required by Part III of Form 10-Kpursuant to General Instruction G(3) to Form 10-K.  There are no other changes made by thisAmendment No. 1.

 

**Part III**

 

**Item 10.                 Directors,Executive Officers and Corporate Governance**.

 

***Directors***

 

Inaccordance with our Bylaws, the Board of Directors shall be composed of notless than one director, the specific number set by resolution of the Board ofDirectors. The Board of Directors is currently composed of four directors,divided into three classes as follows: one Class I director, one Class IIdirector and two Class III directors. Directors are generally elected forthree-year terms that are staggered such that approximately one-third of thedirectors are elected each year. Generally, one class of directors will beselected each year by our shareholders. Each director will hold office untilthe election and qualifications of his or her successor or upon earlierresignation or removal. Additional directorships resulting from an increase inthe number of directors will be distributed among the three classes, so that asnearly as possible each class will consist of an equal number of directors.

 

Thenames, ages as of March 31, 2008 and certain information about the Company’sdirectors are set forth below:

*** ***
| **Name**         | ** ** | **Age**    | ** ** | **Current Position**                  | ** ** | **Term**   | ** ** | **Held   Since** | ** ** | **Class**  |
|------------------|------------|------------|------------|---------------------------------------|------------|------------|------------|------------------|------------|------------|
| ** **       | ** ** | ** ** | ** ** | ** **                            | ** ** | ** ** | ** ** | ** **       | ** ** | ** ** |
| David  A. Young  |       | 64         |       | Director                              |       | 2008       |       | 2005             |       | I          |
|             |       |       |       |                                  |       |       |       |             |       |       |
| John  P. Yeros   |       | 57         |       | Chief  Executive Officer and Chairman |       | 2009       |       | 2001             |       | II         |
|             |       |       |       |                                  |       |       |       |             |       |       |
| Kent  L. Swanson |       | 63         |       | Director                              |       | 2010       |       | 2001             |       | III        |
|             |       |       |       |                                  |       |       |       |             |       |       |
| Eric  D. Murphy  |       | 47         |       | Director                              |       | 2010       |       | 2001             |       | III        |

 

DAVIDA. YOUNG (age 64) has served as a director of our Company since July 2005.Mr. Young is a retired  financialexecutive who, from 2000 to his retirement in 2003, was Vice President andChief Financial Officer at Adaptec, Inc. (data and digital storage solutions)where he was responsible for financial strategy. From 1994 to 2000, he was VicePresident and Chief Financial Officer at Datum, Inc., a NASDAQ listedtiming and synchronization Company. From 1992 to 1995 he was Chief ExecutiveOfficer and Chief Financial Officer at Blower-Dempsey, a private paper andchemical Company. From 1966 to 1992, he held Chief Financial Officer and 

 

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variousother financial positions at Alpha Microsystems, Young Associates, MSI DataCorporation, Container Corporation of America and Magnavox Corporation. Mr. Youngholds a B.S. in Accounting from Indiana University, Bloomington and is a pastNational Chairman of Financial Executives International, a professionalassociation for financial executives and advocate of responsible, ethicalcorporate financial management practices and continuous improvement incorporate governance.

 

JOHNP. YEROS (age 57) has served as our Chairman of the Board of Directors since hefounded our Company in March 2001. Since July 2005, Mr. Yeroshas also served as our Chief Executive Officer, and will continue to serve insuch position at the pleasure of the Board of Directors. He also served as ourPresident and Chief Executive Officer from August 2002 to October 2003and our Secretary from July 2004 until February 2005. Prior toestablishing our Company, Mr. Yeros was the founder and Chairman of MedixResources (now Ramp Corp., formerly International Nursing Services, Inc.),from 1988-2000, and President and Chief Executive Officer from April 1996to October 1999. Medix Resources developed and marketed software used inthe healthcare industry to facilitate communications between physicians andrelated businesses such as labs and pharmacies. International Nursing Serviceswas a temporary staffing agency for nurses. From 1977-1988, Mr. Yerosobtained substantial experience in the securities industry, serving with thebrokerage houses of Merrill, Lynch, Pierce, Fenner & SmithIncorporated (account executive), E.F. Hutton & Company, Inc.(account executive), Hanifen, Imhoff Inc. (officer and branch manger), and B.C.Christopher (officer and branch and territory manager). Mr. Yeros holds abachelors degree in Education from Wichita State University.

 

KENTL. SWANSON (age 63) has served as a director of our Company since December 2001.  He spent 33 years with Accenture Ltd., aninternational consulting firm, before retiring in September 2001. As aSenior Partner in the firm he was responsible for client service delivery for awide range of companies in the electronics and related industries.  In these and other industries he had aleadership role in launching and developing Accenture’s successful globaloutsourcing business both domestically and internationally.  Mr. Swanson holds a bachelors degree inbusiness from the University of Minnesota and an MBA from the University ofChicago.

 

ERICD. MURPHY (age 47)  has served as adirector of our Company since July 2001. Mr. Murphy is President of Business Development, Global OutsourcingServices for Computer Sciences Corporation, or CSC, and has served in that rolesince April 2006.  Mr. Murphypreviously served as Senior Partner and Vice President of Consulting for CSC,commencing in August 2001.  CSC isan information technology services firm. Prior to CSC, he served as Executive Vice President of Corporate andBusiness Development for Agilera, Inc., an applications service providerfrom November 1999 to May 2001. From October 1997 until November 1999, Mr. Murphy was aPartner in the Management Consulting business of Ernst & YoungLLP.  Mr. Murphy holds a B.S. inpetroleum engineering from Marietta College.

 

Thereare no family relationships among the directors of our Company or any executiveofficers of the Company.

 

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***Executive Officers***

 

The names, ages as of March 31,2008 and certain information about the Company’s executive officers are setforth below:

 
| **Name**            | ** ** | **Age**    | ** ** | **Position**                                                      |
|---------------------|------------|------------|------------|-------------------------------------------------------------------|
| ** **          | ** ** | ** ** | ** ** | ** **                                                        |
| John P. Yeros       |       | 57         |       | Chief Executive Officer  and Chairman                             |
|                |       |       |       |                                                              |
| Curtis M. Akey      |       | 42         |       | Vice President, Chief  Financial Officer, Treasurer and Secretary |
|                |       |       |       |                                                              |
| Jeffrey E. Fillmore |       | 51         |       | Chief Operating Officer                                           |

 

JOHNP. YEROS – for information regarding Mr. Yeros, see “Directors” above.

 

CURTISM. AKEY (age 42) has served as our Vice President, Chief Financial Officer,Treasurer and Secretary since April 17, 2007, and will continue to servein such positions at the pleasure of the Board of Directors. From January 8,2007 until April 17, 2007, Mr. Akey served various roles at ourCompany or its subsidiary, most recently as MPC Computers, LLC Vice President,Finance, Corporate Development, Treasurer and Secretary. Prior to joining us, Mr. Akeyworked for fifteen years in finance and accounting roles, including five yearswith Merrill Lynch & Co. From 2002 to December 2006, Mr. Akeywas employed by his own company, Akey Holdings, Inc. which among otherthings, was an independent contractor for Bathgate Capital Partners LLC. Mr. Akeyhas been associated with our Company in an advisory capacity since July 2005.Mr. Akey has a BS in Accounting and Finance from the University ofNebraska-Lincoln, and an MBA from the University of Pennsylvania-WhartonSchool.

 

JEFFREYE. FILLMORE (age 51) has served as our Chief Operating Officer since October 15,2007, and will continue to serve in such position at the pleasure of the Boardof Directors, and, prior to that served as Chief Operating Officer of oursubsidiary, MPC Computers, LLC, since July 2006. Prior to this role, Mr. Fillmoreserved as Senior Vice President, Operations of MPC Computers since February 2006.Mr. Fillmore joined Micron Electronics in 1996 and held several positionswith Micron Electronics and MPC including: Vice President, Operations; Managerof Database Marketing; Senior Manager, Bids and Contracts, Director, SalesOperations for its Commercial and International Sales subsidiary; Area VicePresident of Operations and Group Controller and Vice President, Service andSupport. Prior to joining Micron Electronics, Mr. Fillmore worked forUnion Pacific Railroad for more than fifteen years where he held a variety ofpositions in finance and accounting. Mr. Fillmore holds a B.B.A in bothFinance and Marketing from Idaho State University and an M.B.A. from IdahoState.

 

***Corporate Governance and Standing Committees of the Board of Directors***

 

TheBoard of Directors has adopted a Code of Conduct, which outlines the principlesof legal and ethical business conduct under which we do business. The Code of Conductis applicable to all of our directors, officers and employees and is availableat http://www.mpccorp.com/about/investor_relations/mpccorp_code_of_conduct.pdf.Additionally, the Board of Directors has adopted a Code of Ethics for SeniorFinancial Officers, which outlines 

 

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proceduresto ensure accurate and complete disclosure and compliance with laws. The Codeof Ethics for Senior Financial Officers is applicable to our Chairman of theBoard, Chief Executive Officer, Chief Operating Officer, Chief FinancialOfficer, principal accounting officer and controller and is available at http://www.mpccorp.com/about/investor_relations/mpccorp_code_of_ethics.pdf.Any amendment or waiver of the Code of Ethics for Senior Financial Officerswill be made only after approval by the Audit and Corporate GovernanceCommittee and will be disclosed on our website. In addition, disclosure of anysuch amendment or waiver will be made within four business days by the filing ofa Form 8-K with the SEC.

 

TheBoard of Directors has also adopted a written charter for each of the Audit andCorporate Governance Committee, Compensation Committee and NominatingCommittee. The Audit and Corporate Governance, Compensation Committee and NominatingCommittee charters are available on the Company’s website athttp://www.mpccorp.com/about/investor_relations/corporate_governance.html.

 

***Compensation Committee***

 

TheCompensation Committee consists of Mr. Swanson (Chairman), Mr. Murphyand Mr. Young. Messrs. Swanson, Murphy and Young are independentdirectors under SEC rules and AMEX corporate governance listing standards.

 

Theprincipal functions of the Compensation Committee are to:

 

·                  evaluate the performance ofour Chairman and CEO and approve Chairman and CEO compensation;

 

·                  prepare an annual report onexecutive compensation for inclusion in our Proxy Statement;

 

·                  review and approve executivecompensation plans, policies and programs, considering their design andcompetitiveness;

 

·                  review and approve changesto our equity incentive plans pursuant to the terms of the plans; and

 

·                  review our non-employeeindependent director compensation levels and practices and recommend changes asappropriate.

 

Additionally,the Compensation Committee reviews and approves corporate goals and objectivesrelevant to Chairman and Chief Executive Officer compensation, evaluates theirperformance in light of those goals and objectives, and recommends to the Boardof Directors their compensation levels based on its evaluation.

 

TheCompensation Committee also reviews and approves changes to our 2001 EquityIncentive Plan and the 2004 Equity Incentive Plan. It is also responsible forperforming other related responsibilities set forth in its written charter.

 

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TheCompensation Committee, when appropriate, may form and delegate authority tosubcommittees and, to the extent permitted by applicable law, regulations andlisting standards, may delegate authority to one or more designated members ofthe Compensation Committee, the Board of Directors or our officers.Additionally, the Compensation Committee has the sole authority to engage orterminate any outside consultant that is retained to assist the CompensationCommittee in the evaluation of executive officers’ and directors’ compensation,including the sole authority to approve fees and other retention terms. TheCompensation Committee may also retain independent counsel and otherprofessionals to assist the Compensation Committee without seeking Boardapproval with respect to the selection, fees or retention terms for any suchadvisers. The Company and the Compensation Committee did not retain anyconsultants during the fiscal year ended December 31, 2007. From time totime, the Compensation Committee consults with the Company’s Chief ExecutiveOfficer and human resources professionals concerning executive compensationmatters.

 

***Audit and Corporate Governance Committee***

 

TheAudit and Corporate Governance Committee currently consists of Mr. Young(Chairman), Mr. Murphy and Mr. Swanson. Each member of the Audit andCorporate Governance Committee is an independent director under SEC rules andAMEX corporate governance listing standards. The Board of Directors hasdetermined that Mr. Young qualifies as an audit committee “financialexpert” as defined under SEC and AMEX rules and regulations and the othermembers of the committee satisfy the financial literacy requirements for auditcommittee members under current SEC and AMEX rules and regulations.

 

TheAudit and Corporate Governance Committee assists the Board of Directors inoverseeing and reviewing: (1) the integrity of our financial reports andfinancial information provided to the public and to governmental and regulatoryagencies; (2) the adequacy of our internal accounting systems andfinancial controls; (3) the annual independent audit of our financialstatements, including the independent auditor’s qualifications andindependence; and (4) our compliance with law and ethics programs asestablished by management and the Board of Directors. In its audit committeerole, the Audit and Corporate Governance Committee:

 

·                  has sole authority to select, evaluate,terminate and replace our independent auditors;

 

·                  has sole authority to approve in advance allaudit and non-audit engagement fees and terms with our independent auditors;

 

·                  will review the activities, plan, scope ofauthority, organizational structure and qualifications of any personsoverseeing our accounting and financial reporting processes and the audits ofour financial statements; and

 

·                  reviews our audited financial statements,public filings and earnings press releases prior to issuance, filing orpublication.

 

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Inaddition, in its corporate governance committee role, the Audit and CorporateGovernance Committee develops corporate governance guidelines and recommendssuch guidelines to our Board of Directors. The committee reviews and makesrecommendations on matters involving general operation of the Board ofDirectors and its committees, and annually recommends to the Board of Directorsnominees for each committee of the Board of Directors.

 

TheAudit and Corporate Governance Committee is also responsible for performingother related responsibilities set forth in its written charter.

 

***Nominating Committee***

 

TheNominating Committee currently consists of Mr. Murphy (Chairman), Mr. Youngand Mr. Swanson, who are all of the independent directors (as defined bySEC rules and AMEX corporate governance listing standards) currentlyserving on the Board of Directors. The Nominating Committee is responsible forseeking, considering and recommending to the Board of Directors qualifiedcandidates for election as directors and recommending a slate of nominees forelection as directors at our annual meeting. The specific functions andresponsibilities of the Nominating Committee are set forth in its writtencharter.

 

TheNominating Committee reviews with the Board of Directors the requisitequalifications, skills and characteristics for Board of Directors nominees andcomposition and the specific considerations relating to individual directorcandidates. Upon the Nominating Committee’s recommendations, the Board ofDirectors recommends the director nominees to the shareholders for selection.

 

***Section 16(a) Beneficial Ownership Reporting Compliance***

 

Section 16(a) ofthe Securities Exchange Act of 1934, as amended, requires our officers anddirectors and persons who own more than 10% of a registered class of our equitysecurities to file reports of ownership and changes in ownership with the SEC.Officers, directors and greater than 10% beneficial owners are required by SECregulation to furnish us with copies of all Section 16(a) forms theyfile.

 

Basedsolely on our review of the copies of such forms that we received, or writtenrepresentations from certain reporting persons that no forms were required forthose persons, we believe that, during fiscal year 2007, all filing requirementsapplicable to our officers, directors and greater than 10% beneficial ownerswere complied with by such persons in a timely matter except that John Yerosfiled one late Form 4 to report a transaction that occurred on February 21,2006.

 

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**Item 11.         ExecutiveCompensation.**

 

**2007 Summary CompensationTable**

 
| **Name and Principal  Position (1)** | ** ** | **Year**   | ** ** | **Salary ($ )** | ** ** | **Bonus  ($ )(2)** | ** ** | **Stock  Awards  ($ )(3)** | ** ** | **All Other  Compensation  ($ )(4) (5)** | ** ** | **Total ($ )** | ** ** |
|-----------------------------------------------------|------------|------------|------------|---------------------------|------------|-------------------------|------------|---------------------------------|------------|---------------------------------------------------------|------------|--------------------------|------------|
| ** **                                          | ** ** | ** ** | ** ** | ** **                | ** ** | ** **              | ** ** | ** **                      | ** ** | ** **                                              | ** ** | ** **               | ** ** |
| John P. Yeros   Chairman & Chief           |       | 2007       |       | $                         | 400,000    |                    | $          | 37,500                          |       | $                                                       | 121,675    |                     | $          | 23,078 |   | $ | 582,253 |   |
| Executive Officer                                   |       | 2006       |       | $                         | 400,000    |                    |       |                            | $          | 22,600                                                  |       |                     |       | $ | 422,600 |   |
|                                                |       |       |       |                      |       |                    |       |                            |       |                                                    |       |                     |       |
| Jeffrey E. Fillmore                                 |       | 2007       |       | $                         | 242,500    |                    | $          | 37,500                          |       | $                                                       | 114,720    |                     | $          | 14,854 |   | $ | 409,574 |   |
| Chief Operating Officer                             |       | 2006       |       | $                         | 207,866    |                    |       |                            | $          | 198,405                                                 |       | $                        | 3,418      |   | $ | 409,689 |   |
|                                                |       |       |       |                      |       |                    |       |                            |       |                                                    |       |                     |       |
| Curtis Akey   Vice President and Chief              |       | 2007       |       | $                         | 167,308    |                    | $          | 125,000                         |       | $                                                       | 29,885     |                     | $          | 11,538 |   | $ | 333,731 |   |
| Financial Officer                                   |       | 2006       |       |                      |       |                    |       |                            |       |                                                    |       |                     |       |

 

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(1)           All officers listed held theirpositions at MPC Corporation as of December 31, 2007.

 

(2)           Mr Yeros and Mr. Fillmore’sbonuses were board approved and paid at the consummation of the GatewayProfessional Business Acquisition.  MrAkey’s bonus was paid in connection with his Employment Offer Letter dated January 8,2007.

 

(3)           The amount reported in the “StockAwards” column for each officer reflects the compensations costs for financialreporting purposes for the year under Financial Accounting Standards BoardStatement of Financial Accounting Standards No. 123 (revised 2004),Share-Based Payment (“FAS123R”).  Thecalculation of the compensation costs is described in Note 2 of the Company’saudited financial statements included in the Company’s Annual Report on Form 10-Kfor the year ended December 31, 2007 filed with the SEC on April 14,2008.

 

(4)           Mr. Fillmore’s “OtherCompensation” includes 401(k) match in the amounts of $3,508 and $3,418for 2007 and 2006, respectively.

 

(5)           Mr. Yeros, Mr. Fillmore andMr. Akey were paid $23,078, $11,346 and $11,538, respectively, during the4th quarter of 2007 due to a payroll error. The Board of Directors will review what actions will be taken withrespect to these inadvertent payments.

 

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**Outstanding Equity Awardsat December 31, 2007**

** **
| ** **             | ** ** | **OPTION AWARDS**                                                                     | ** ** | **STOCK AWARDS**                    | ** ** |
|------------------------|------------|--------------------------------------------------------------------------------------------|------------|------------------------------------------|------------|
| **Name**               | ** ** | **Number of  securities  underlying  unexercised  options #   Exercisable** | ** ** | **Option  exercise  price $ ** | ** ** | **Option  expiration  date** | ** ** | **Number of  shares or  units of stock  that have not  vested** | ** ** | **Market value  of shares or  units of stock  that have not  vested(4)** | ** ** |
|                   |       |                                                                                       |       |                                     |       |   |   |   |   |   |   |
| John P. Yeros(1)       |       |                                                                                       |       |                                     |       |   |   | 963,333 |   | $ | 606,900 |   |
| Jeffrey E. Fillmore(2) |       |                                                                                       |       |                                     |       |   |   | 559,333 |   | $ | 352,830 |   |
| Curtis Akey(3)         |       |                                                                                       |       |                                     |       |   |   | 325,000 |   | $ | 204,750 |   |

 

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(1)           Mr. Yeros was granted restricted stock units on February 21,2006 and February 7, 2007 in the amounts of 20,000 and 150,000respectively to vest annually on the anniversary date over a three period.  On October 1, 2007, Mr. Yeros wasgranted 800,000 restricted stock units to vest on October 11, 2010.   Additionally, Mr. Yeros has 50,000non-compensatory warrants to purchase common stock at an exercise price of$4.46 per share, expiring August 2009.

 

(2)           Mr. Fillmore was granted restricted stock units on February 21,2006 and February 7, 2007 in the amounts of 14,000 and 150,000respectively to vest annually on the anniversary date over a three period.  On October 1, 2007, Mr. Fillmorewas granted 400,000 restricted stock units to vest on October 11,2010.   Additionally, Mr. Fillmoreforfeited 37,499 restricted stock units which had vested but had not beenissued as common stock.

 

(3)           Mr. Akey was granted 25,000 restricted stock units asof January 2, 2007 vesting 12,500 shares each on January 2, 2008 and2009.  Mr. Akey was granted 300,000restricted stock units on October 15, 2008 to vest on October 11,2010.  Mr. Akey has 44,000non-compensatory warrants to purchase common stock exercisable at $3.00 pershare. Additionally, Mr. Akey has 44,319 non-compensatory warrants to purchasecommon stock exercisable at $3.00 per share to satisfy MPC Corporation’s notepayable to Mr. Akey.

 

(4)           The closing price of MPC Corporation common stock on December 31,2007 was $0.63 per share.

 

***Employment Agreements***

 

**EmploymentAgreement of John Yeros**

 

EffectiveOctober 15, 2007, we entered into an Executive Employment Agreement withJohn Yeros, our Chief Executive Officer and Chairman (the “Yeros Agreement”).The initial term of the Yeros Agreement is effective through October 15,2011, and automatically extends for additional one-year terms unless, at least30 days prior to the end of the initial or extended term, we or Mr. Yerosprovides written notice that employment will not be extended.

 

Underthe Yeros Agreement, Mr. Yeros is entitled to receive a base salary of$400,000 per year, which will increase to $500,000 commencing January 1,2008. Mr. Yeros is also entitled to participate in an executive bonuscompensation plan based upon completion of targeted goals, objectives andmilestones approved by our Board of Directors. For 2007, Mr. Yerosreceived a bonus of $37,500. For each calendar year commencing in 2008, themaximum bonus payment per year is 50% of Mr. Yeros’s base pay. Our Boardof Directors may elect to pay up to 50% of any bonus in fully vested andexercisable restricted stock or stock units. Mr. Yeros is entitled to 

 

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paidvacation and all paid holidays customarily extended to our other executiveemployees and to participate in employee benefit programs provided to our otherexecutive employees.

 

IfMr. Yeros’s employment is terminated based on non-renewal of the YerosAgreement, he is entitled to his base compensation in an amount equal to twelve(12) months base salary. If Mr. Yeros terminates his employment for causeor if his employment is terminated in connection with a termination of ourbusiness, he is entitled to 12 months base salary. If we terminate Mr. Yeroswithout cause, he is entitled to the greater of 12 months’ base salary or theamount otherwise payable between the date of termination and the expiration ofthe applicable term of the Yeros Agreement. Additionally, if we terminate Mr. Yeroswithout cause or if Mr. Yeros terminates his employment for cause, he isentitled to receive his bonus for the year.

 

**EmploymentAgreement of Curtis Akey**

 

EffectiveOctober 15, 2007, we entered into an Executive Employment Agreement withCurtis Akey, our Chief Financial Officer, Treasurer and Secretary (the “AkeyAgreement”). The initial term of the Akey Agreement is effective through October 15,2010, and automatically extends for additional one-year terms unless, at least30 days prior to the end of the initial or extended term, we or Mr. Akeyprovides written notice that employment will not be extended.

 

Underthe Akey Agreement, Mr. Akey is entitled to receive a base salary of$200,000 per year, which will increase to $250,000 commencing January 1,2008. Mr. Akey is also entitled to participate in an executive bonuscompensation plan based upon completion of targeted goals, objectives andmilestones approved by our Board of Directors. In 2007, Mr. Akey receiveda bonus of $125,000. This payment will be in full satisfaction of the bonus fora business combination otherwise payable under his prior April 16, 2007employment contract. For each calendar year commencing in 2008, the maximumbonus payment per year is 50% of Mr. Akey’s base pay. Our Board ofDirectors may elect to pay up to 50% of any bonus in fully vested andexercisable restricted stock or stock units. Mr. Akey is entitled to paidvacation and all paid holidays customarily extended to our other executiveemployees and to participate in employee benefit programs provided to our otherexecutive employees.

 

IfMr. Akey’s employment is terminated based on non-renewal of the AkeyAgreement, he is entitled to his base compensation in an amount equal to nine (9) monthsbase salary. If Mr. Akey terminates his employment for cause or if hisemployment is terminated in connection with a termination of our business, heis entitled to 9 months base salary. If we terminate Mr. Akey withoutcause, he is entitled to the greater of 9 months’ base salary or the amountotherwise payable between the date of termination and the expiration of the applicableterm of the Akey Agreement. Additionally, if we terminate Mr. Akey withoutcause or if Mr. Akey terminates his employment for cause, he is entitledto receive his bonus for the year.

 

**EmploymentAgreement of Jeffrey Fillmore**

 

EffectiveOctober 15, 2007, we entered into an Executive Employment Agreement withJeff Fillmore, our newly appointed Chief Operating Officer (the “FillmoreAgreement”). Mr. Fillmore previously served as Chief Operating Officer ofMPC Computers, LLC, which is our 

 

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whollyowned subsidiary. The initial term of the Fillmore Agreement is effectivethrough October 15, 2010, and automatically extends for additionalone-year terms unless, at least 30 days prior to the end of the initial orextended term, we or Mr. Fillmore provides written notice that employmentwill not be extended.

 

Underthe Fillmore Agreement, Mr. Fillmore is entitled to receive a base salaryof $250,000 per year, which will increase to $300,000 commencing January 1,2008. Mr. Fillmore is also entitled to participate in an executive bonuscompensation plan based upon completion of targeted goals, objectives andmilestones approved by our Board of Directors. For 2007, Mr. Fillmorereceived a bonus of $37,500. For each calendar year commencing in 2008, themaximum bonus payment per year is 50% of Mr. Fillmore’s base pay. OurBoard of Directors may elect to pay up to 50% of any bonus in fully vested andexercisable restricted stock or stock units. Mr. Fillmore is entitled topaid vacation and all paid holidays customarily extended to our other executiveemployees and to participate in employee benefit programs provided to our otherexecutive employees.

 

IfMr. Fillmore’s employment is terminated based on non-renewal of theFillmore Agreement, he is entitled to his base compensation in an amount equalto nine (9) months base salary. If Mr. Fillmore terminates hisemployment for cause or if his employment is terminated in connection with atermination of our business, he is entitled to 9 months base salary. If weterminate Mr. Fillmore without cause, he is entitled to the greater of 9months’ base salary or the amount otherwise payable between the date oftermination and the expiration of the applicable term of the FillmoreAgreement. Additionally, if we terminate Mr. Fillmore without cause or if Mr. Fillmoreterminates his employment for cause, he is entitled to receive his bonus forthe year.

 

***Change in Control Arrangements***

 

Underthe 2001 and 2004 Equity Incentive Plans, if certain corporate transactionsoccur (such as a merger, reorganization or sale of substantially all of ourassets), the plan administrator may, in its sole discretion, arrange to havethe surviving or successor Company assume options, stock awards, or restrictedstock units with appropriate adjustments. Some employees, including officers,have employment memoranda that provide for severance pay of up to six months inthe event of involuntary termination without cause; provided that in the eventof a change in control a person is not deemed to be involuntarily terminated ifa comparable offer of employment is extended.

 

OnFebruary 7, 2007, our Board of Directors adopted a form of RestrictedStock Unit Notice of Grant for use in connection with grants of restrictedstock units under the Company’s 2004 Equity Incentive Plan. The Plan isadministered by the Board or a committee of the Board. The Notice of Grant formcovers the terms under which restricted stock units ordinarily will be issuedto officers and employees. Vesting schedules will be determined by the Board inconnection with each grant. The Notice of Grant Form provides for acceleratedvesting in the event of certain corporate transactions including mergers,consolidations or sale of substantially all Company assets.

 

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***Board of DirectorsCompensation***

 

On February 21, 2006,our Compensation Committee and Board of Directors approved a program regardingissuance of restricted stock units (RSUs) under the 2004 Equity Incentive Planto non-employee Board members.

 

For2007, non-employee members of the Board received grants of RSUs as follows:David A. Young, 34,783 RSUs; Kent L. Swanson, 26,087 RSUs; and Eric D. Murphy,26,087 RSUs. These RSUs vest in three equal annual installments.

 

For2008, non-employee members of the Board of Directors will receive $28,000 ofannual cash compensation. Each member of the Audit and Corporate GovernanceCommittee will receive an additional $12,000 in cash compensation annually forservice on the Audit and Corporate Governance Committee, and the chairman ofthe Audit and Corporate Governance Committee will receive additional cashcompensation of $25,000 annually. Members of the Compensation and NominatingCommittees do not receive additional cash compensation for their service onsuch committees.

 

Inaddition, non-employee Board members will receive an annual grant of RSUs equalin value to their annual cash compensation for service on the Board and itscommittees. The number of RSUs to be issued annually under the program will becalculated by dividing the director’s annual cash compensation by the closingmarket price of the Company’s common stock on the business day immediatelypreceding the grant date. The RSUs will vest one-third annually, with the firstone-third vesting on the date of the grant. Cash and equity compensation ofmembers of the Board of Directors is subject to modification from time to timeas approved by the Board.  For 2008,non-employee members of the Board of Directors received grants of RSUs asfollows:  David A. Young, 85,484 RSUs;Kent L. Swanson, 64,516 RSUs; and Eric D. Murphy, 64,516 RSUs.

 

**DIRECTOR COMPENSATION IN FISCAL 2007**

 
| **Name**           | ** ** | **Fees Earned or  Paid in Cash ($)** | ** ** | **Stock Awards(1)** | ** ** | **Total**  | ** ** |
|--------------------|------------|---------------------------------------------------------------|------------|--------------------------|------------|------------|------------|
| ** **         | ** ** | ** **                                                    | ** ** | ** **               | ** ** | ** ** | ** ** |
| Eric D. Murphy(2)  |       | $                                                             | 30,000     |                     | $          | 24,214     |       | $ | 54,214 |   |
| Kent L. Swanson(3) |       | $                                                             | 30,000     |                     | $          | 24,214     |       | $ | 54,214 |   |
| David A. Young(4)  |       | $                                                             | 40,000     |                     | $          | 32,288     |       | $ | 72,288 |   |

 

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(1)           The amount reported in the “StockAwards” column for each director reflects the compensation costs for financialreporting purposes for the year under Financial Accounting Standards BoardStatement of Financial Accounting Standards No. 123 (revised 2004),Share-Based Payment (“FAS123R”). The calculation of the compensation costs isdescribed in Note 2 of the Company’s audited financial statements included in theCompany’s Annual Report on Form 10-K for the year ended December 31,2007 filed with the SEC on April 14, 2008.

 

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(2)           As of December 31, 2007, Mr. Murphyhad 14,286 exercisable options with an exercise price of $3.50 and 19,101unvested restricted stock units.

 

(3)           As of December 31, 2007, Mr. Swansonhad 2,357 exercisable warrants with an exercise price of $ 3.50, 16,072exercisable options with an exercise price of $3.50 and 19,101 unvested restrictedstock units. Additionally, Mr. Swanson had 50,000 exercisablenon-compensatory warrants with an exercise price of $4.46.

 

(4)           As of December 31, 2007, Mr. Younghad 25,468 unvested restricted stock units.

 

**Item 12.                 SecurityOwnership of Certain Beneficial Owners and Management and Related ShareholderMatters.**

 

Thefollowing table sets forth as of March 31, 2008 the beneficial ownershipof Common Stock of the Company by:

 

·                  each person or entity known by us to ownbeneficially more than 5%, in the aggregate, of our outstanding common stock;

·                  each of our executive officers;

·                  each of our directors; and

·                  all of our current directors and executiveofficers as a group.

 

Exceptas otherwise indicated, each person named in the table has sole voting andinvestment power with respect to all of the shares of our common stockbeneficially owned by them. Except as otherwise indicated, the address for eachshareholder is c/o MPC Corporation, 906 E. Karcher Road, Nampa, ID 83687.

 

Beneficialownership is determined in accordance with Rule 13d-3 under the SecuritiesExchange Act of 1934. In computing the number of shares beneficially owned by aperson or a group and the percentage ownership of that person or group, sharesof our common stock subject to options or warrants currently exercisable orexercisable within 60 days after the date of this prospectus are deemedoutstanding, but are not deemed outstanding for the purpose of computing thepercentage ownership of any other person. As of March 31, 2008, we had 34,175,866 shares of common stockoutstanding.

** **
| **Name and Address of Beneficial Owner**       | ** ** | **Amount and Nature of  Beneficial Ownership** | ** ** | **Percentage of Class** | ** ** |
|-------------------------------------------------------------------------|------------|--------------------------------------------------------------------|------------|-----------------------------------|------------|
| ** **                                                              | ** ** | ** **                                                         | ** ** | ** **                        | ** ** |
| Gateway, Inc.(1)                                                   |       | 10,585,874                                                         |       | 27.03                             | %          |
|                                                                    |       |                                                               |       |                              |       |
| Crestview Capital Master, LLC 95 Revere Drive, Northbrook, IL  60062(2) |       | 3,038,900                                                          |       | 8.89                              | %          |
|                                                                    |       |                                                               |       |                              |       |
| MIC Holding Company, LLC 3820 Sherbrook Drive, Santa Rose, CA  95404(3) |       | 3,124,710                                                          |       | 8.80                              | %          |

 

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| Toibb Investment LLC, 6355 Topanga Blvd., #335, Woodland Hills, CA  91387(4) |   | 2,878,652 |   | 8.42   | %      |
|------------------------------------------------------------------------------|--------|-----------|--------|--------|--------|
|                                                                         |   |      |   |   |   |
| Enable Growth Partners LP(5)                                                 |   | 2,184,138 |   | 6.39   | %      |
|                                                                         |   |      |   |   |   |
| Vision Opportunity Master Fund LTD(6)                                        |   | 2,010,644 |   | 5.88   | %      |
|                                                                         |   |      |   |   |   |
| EagleRock Capital Management, LLC(7)                                         |   | 1,993,423 |   | 5.54   | %      |
|                                                                         |   |      |   |   |   |
| John P. Yeros(8)                                                             |   | 889,988   |   | 2.60   | %      |
|                                                                         |   |      |   |   |   |
| Kent L. Swanson(9)                                                           |   | 295,449   |   |   | *      |
|                                                                         |   |      |   |   |   |
| Curtis Akey(10)                                                              |   | 96,819    |   |   | *      |
|                                                                         |   |      |   |   |   |
| Jeff Fillmore(11)                                                            |   | 82,046    |   |   | *      |
|                                                                         |   |      |   |   |   |
| Eric Murphy(12)                                                              |   | 61,881    |   |   | *      |
|                                                                         |   |      |   |   |   |
| David A. Young                                                               |   | 56,241    |   |   | *      |
|                                                                         |   |      |   |   |   |
| All directors and current executive officers as a group (6  persons)(13)     |   | 1,482,424 |   | 4.30   | %      |

 

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*Lessthan 1%

 

(1)           Based on Schedule 13D filed with theSecurities and Exchange Commission on October 11, 2007 and Transfer AgentRecords dated March 31, 2008.Includes 4,983,420 shares of Common Stock intowhich 249,171 shares of Series B Preferred Stock may convert. Theconversion of Series B Preferred Stock may occur (i) upon shareholderapproval by the majority of the MPC Corporation shareholders and (ii) atsuch time as the shares may be converted without causing Gateway’s ownership ofthe Common Stock to exceed 19.9%. The Series B Preferred Stock held byGateway is included in the calculation of beneficial ownership in light of Gateway’scontractual right to designate a member of MPC Corporation’s board of directorsin accordance with Rule 13d-3(d)(1)(i)(D).

 

(2)           Based on Schedule 13G filed with theSecurities and Exchange Commission on February 14, 2008 and Transfer AgentRecords dated March 31, 2008. ****Crestview is the record holder of 3,038,900 shares of Common Stock and312,925 shares of Series A Convertible Preferred Stock. Such shares of Series APreferred Stock are ultimately convertible into an aggregate of 6,258,500shares of Common Stock but only at such time as the conversion of all suchshares of Series A Preferred Stock would result in beneficial ownership bythe holder thereof of no more than 9.99% of the shares of Common Stock thenissued and outstanding. As a result of such conversion provision andlimitation, Crestview does not beneficially own any of the shares of CommonStock issuable upon conversion of such shares of Series A Preferred Stock.If such conversion limitation did not apply, 9,297,400 shares of Common Stockwould be beneficially owned by Crestview.****Crestview Partners is the sole manager ofCrestview, and as such has the power to direct the vote and to direct thedisposition of investments beneficially owned by Crestview, including theCommon Stock, and thus may also be deemed to beneficially own the Common Stockbeneficially owned by Crestview. Currently, Stewart Flink, Robert Hoyt andDaniel Warsh, each of whom are United States citizens, are the managers ofCrestview Partners, and as such may be deemed to share the power to vote and todispose of investments beneficially owned by Crestview Partners, including theCommon Stock; however each expressly disclaims beneficial ownership ofsuch shares of Common Stock.

 

(3)           Based on Schedule 13D filed with theSecurities and Exchange Commission on March 10, 2006. Includes 1,325,212shares of common stock issuable upon the exercise of currently exercisablewarrants. Barbara Schmidt has sole voting and dispositive powers over thesesecurities.

 

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(4)           Based on Schedule 13G filed with theSecurities and Exchange Commission on October 5, 2007 and Transfer AgentRecords dated March 31, 2008. Excludes 313,621 Series A Preferred Stock that are convertible into6,272,420 shares of common stock, because the conversion of Series APreferred Stock is limited by agreement so beneficial ownership does not exceed9.99% Harris Toibb has sole voting and dispositive powers over these securitiesand may be deemed to be the beneficial owner of such securities.

 

(5)           Based on Transfer Agent Records datedMarch 31, 2008.  Mitch Levine,Managing Partner, has sole voting and dispositive powers over these securities.

 

(6)           Based on Schedule 13G filed with theSecurities and Exchange Commission on February 13, 2008 and Transfer AgentRecords dated March 31, 2008.Vision Opportunity Master Fund, Ltd.,(the “Fund”),Vision Capital Advisors, LLC, (formerly known as Vision Opportunity CapitalManagement, LLC) (the “Investment Manager”), serves as the investment managerof the Fund, and Adam Benowitz, the managing member of the Investment Managerand a Director of the Fund.  The Funddirectly owns all of the shares. Mr. Benowitz and the Investment Managermay be deemed to share with the Fund voting and dispositive power with respectto such shares. Each of the Fund, the Investment Manager and Mr. Benowitzdisclaims beneficial ownership with respect to any shares other than thoseowned directly by such filer.

 

(7)           Based on Schedule 13G filed with theSecurities and Exchange Commission on February 14, 2008. Includes,warrants and convertible debentures purchased by Nader Tavakoli and EagleRockCapital for the accounts of EagleRock Master Fund, LP (“ERMF”), and EagleRockInstitutional Partners LP (“ERIP”), ERMF holds 64,036 shares of Common Stock, awarrant to purchase 125,000 shares of Common Stock and a convertible debentureto purchase 333,333 shares of Common Stock for the accounts of EagleRockCapital Partners, L.P., EagleRock Capital Partners (QP), LP, both Delawarelimited partnerships, and EagleRock Capital Partners Offshore Fund, Ltd.(together the “Capital Funds”). ERIP holds 96,054 shares of Common Stock, awarrant to purchase 375,000 shares of Common Stock and a convertible debentureto purchase 1,000,000 shares of Common Stock. EagleRock Capital acts asinvestment manager to each of the Capital Funds, ERMF and ERIP, and Mr. Tavakoli,as manager of EagleRock Capital, has sole voting and dispositive powers overthese securities.

 

(8)           Includes 7,143 shares held by JamesYeros, Mr. Yeros’ brother, 7,143 shares held by William Yeros, Mr. Yeros’brother and 7,143 shares held jointly by Vali Jones and John Yeros, Mr. Yeros’sister and father, respectively. Mr. Yeros disclaims beneficial ownershipof any shares held by his siblings and his father. Includes 50,000 vestedrestricted stock units that are available to convert to but have not beenconverted to common shares as of March 31, 2008. Includes warrants topurchase 50,000 shares of common stock exercisable within 60 days of March 31,2008.

 

(9)           Includes warrants to purchase 52,357shares of common stock and options to purchase 16,072 shares of common stockexercisable within 60 days of March 31, 2008. Includes 10,000 shares ofcommon stock held in trusts for the benefit of Mr. Swanson’s children and Mr. Swansondisclaims beneficial ownership of these shares.

 

 (10)        Includes12,500 vested restricted stock units that are available to convert to but havenot been converted to common shares as of March 31, 2008 and 44,000warrants to purchase common shares at 3.00 per share exercisable within 60 daysof March 31, 2008 and 40,319 warrants currently exercisable at $3.00 ashare to satisfy MPC Corporation’s Note Payable to Mr. Akey

 

(11)         Includes 50,000 vested restricted stockunits that are available to convert to but have not been converted to commonshares as of March 31, 2008.

 

(12)         Includes options to purchase 14,286shares of common stock exercisable within 60 days of March 31, 2008

 

(13)         Includes 112,500 vested restrictedstock units convertible to common stock , warrants to purchase 186,686 sharesof common stock  and options to purchasecommon 30,358 shares of common stock

 

Informationregarding shares outstanding or available under our equity compensation plansis included in our Annual Report of Form 10-K filed with the Commission onApril 14, 2008.

 

**Item 13.                 CertainRelationships and Related Transactions, and Director Independence**

 

Wehave incurred fees to Bathgate Capital Partners, a registered broker-dealer,for raising debt and equity for us and to assist in pursuing strategicacquisitions. Our Chief Financial Officer, Curtis Akey, was formerly associatedwith Bathgate.  In connection with theacquisition of the Company’s subsidiary, MPC Computers, LLC, on July 22,2005, the Company paid Bathgate 

 

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affiliates(i) $550,000 in the form promissory notes, including a promissory notepayable to Mr. Akey in the original amount of $140,800, and (ii) 200,000warrants exercisable at $3.00 per share, including 44,000 such warrants issuedto Mr. Akey. The outstanding principal and interest balance as of April 14,2008, under the promissory note to Mr. Akey was $121,936, which amount iscurrently due and payable.

 

Inconnection with acquisition of the Professional Business, on October 1,2007, MPC-Pro entered into a Transition Services Agreement (the “TSA”) withGateway.  In 2007, MPC-Pro paid Gateway$5.3 million for accounting, human resource, manufacturing, procurement,marketing, information technology, and other specified services under the termsof the TSA.   Under the TSA, Gateway alsoundertook certain buy/sell activities related to components on our behalf,which includes procuring components from component suppliers, selling of suchcomponents to original design manufacturers (“ODMs”) for manufacture offinished goods that are ordered from ODMs by Gateway, and the subsequentselling of such finished goods to MPC-Pro (the “Buy/Sell Activity”).  In addition to the Buy/Sell activity underthe TSA, MPC-Pro acquired certain additional component inventory fromGateway.  In 2007, payments to Gatewayunder the Buy/Sell Activity and purchases of such component inventory totaled$57.1 million.  At December 31, 2007we had accounts payable and accrued expenses to Gateway totaling $20.7 millionand $3.8 million, respectively, related to the Buy/Sell activity and purchasesof inventory and related services.

 

Inconnection with the acquisition of the Professional Business, MPC-Pro issued toGateway a promissory note in the amount of $1.3 million (the “Promissory Note”).  During 2007, MPC-Pro paid to Gateway $18thousand of interest and $431 thousand of principal to Gateway under thePromissory Note.  The payable to Gatewaywas $862 thousand at December 31, 2007.

 

During2007, MPC-Pro provided certain manufacturing services to Gateway, and Gatewaypaid to MPC-Pro $6.0 million for such services. At December 31, 2007, the receivable from Gateway for such serviceswas $3.2 million.

 

Ourpolicies prohibit loans to directors, officers and employees. There were nosuch loans outstanding at any time during the year ended December 31,2007.

 

Wehave entered into indemnification agreements with each of our directors andofficers and certain other employees that may, in some cases, be broader thanthe specific indemnification provisions contained in the Colorado BusinessCorporation Act. The indemnification agreements may require us, among otherthings, to indemnify the directors and officers against certain liabilities,other than liabilities arising from willful misconduct of a culpable nature,that may arise by reason of their status or service as directors or officers.These agreements also may require us to advance the expenses incurred by thedirectors and officers as a result of any proceeding against them as to whichthey could be indemnified. We have a directors’ and officers’ insurance policyto cover our obligations under these agreements.

 

Allfuture transactions between us and our officers, directors, principalshareholders and affiliates will be approved by a majority of the independentand disinterested members of our 

 

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Boardof Directors, and will be on terms no less favorable to us than could beobtained from unaffiliated third parties.

 

***Independence of the Board of Directors***

 

TheBoard of Directors has reviewed the relationships between our Company and eachof our directors and has determined that Messrs. Murphy, Swanson and Youngare independent under the American Stock Exchange, or AMEX, corporategovernance listing standards. Additionally, the Board of Directors hasdetermined that each member of the Audit and Corporate Governance Committeesatisfies the independence requirements for audit committee members set forthin applicable AMEX and SEC rules.

 

**Item 14.                 PrincipalAccounting Fees and Services**

 

Theaggregate fees billed for professional services rendered by Ehrhardt KeefeSteiner & Hottman PC for fiscal years 2006 and 2007 are as follows:

 
| ** **         | ** ** | **2007**   | ** ** | **2006**   | ** ** |
|--------------------|------------|------------|------------|------------|------------|
| ** **         | ** ** | ** ** | ** ** | ** ** | ** ** |
| Audit Fees(1)      |       | $          | 813,638    |       | $          | 375,021 |   |
|               |       |       |       |       |       |
| Audit-Related Fees |       |       |       |       |       |
|               |       |       |       |       |       |
| Tax Fees           |       |       |       |       |       |
|               |       |       |       |       |       |
| All Other Fees(2)  |       |       |       |       |       |
|               |       |       |       |       |       |
| Total Fees         |       | $          | 813,638    |       | $          | 375,021 |   |

 

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(1) Audit fees are fees that we paid for the audit of our financial statementsincluded in our Form 10-Kand review of financial statements included inour Form 10-Q; for services in connection with the filing of MPCCorporation’s Form S-3 and amendments thereto; and for services that are normallyprovided by the auditor in connection with statutory and regulatory filings orengagements; and all costs and expenses in connection with the above.  Additionally, fees include audit servicesrelated to MPC-Pro’s acquisition of the Gateway Professional Business.

 

TheAudit and Corporate Governance Committee has determined that all servicesperformed by Ehrhardt Keefe Steiner & Hottman PC are compatible withmaintaining the independence of Ehrhardt Keefe Steiner & Hottman PC.

 

***Audit and Corporate Governance Committee Pre-Approval Policy***

 

TheAudit and Corporate Governance Committee has adopted a policy for thepre-approval of all audit and non-audit services provided by our independentaccountants. The policy is designed to ensure that the provision of theseservices does not impair the accountants’ independence. Under the policy, anyservices provided by the independent accountants, including audit,audit-related, tax and other services, must be specifically pre-approved by theAudit and Corporate Governance Committee.

 

TheAudit and Corporate Governance Committee may delegate pre-approval authority toone or more of its members. The member or members to whom such authority isdelegated are required 

 

17

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toreport any pre-approval decisions to the Audit and Corporate GovernanceCommittee at its next scheduled meeting. The Audit and Corporate GovernanceCommittee does not delegate responsibilities to pre-approve services performedby the independent accountants to management.

 

For2007, all audit and non-audit services provided by our independent accountantswere pre-approved.

 

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**SIGNATURES**

 

In accordance with Section 13or 15(d) of the Exchange Act, the registrant caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.

 

 
| ** **                 | **MPC  Corporation**                  |
|----------------------------|---------------------------------------|
|                       |                                  |
| Date: April 29,  2008 | /s/ John P. Yeros                     |
|                       | John P. Yeros                         |
|                       | Chairman and Chief  Executive Officer |

 

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**EXHIBIT** **INDEX**
| **Exhibit  Number** | ** ** | **Description  of Document**                                                                                                                  |
|---------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------|
| 31.1                |       | Certification of the Chairman and Chief Executive  Officer of MPC Corporation pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002 |
|                |       |                                                                                                                                          |
| 31.2                |       | Certification of the Chief Financial Officer of MPC  Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002               |
|                |       |                                                                                                                                          |
| 32.1                |       | Certification of the Chairman and Chief Executive  Officer of MPC Corporation pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002 |
|                |       |                                                                                                                                          |
| 32.2                |       | Certification of the Chief Financial Officer of MPC  Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002               |

 

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