UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Pursuant to~~Date ~~Section 13~~of orreport 15(d) date of earliest ~~the~~event ~~Securities~~reported): December 1, ~~Exchange~~2009 ~~Act~~(November 24, ~~of 1934~~2009)

~~Date~~Hi-Shear ofTechnology ~~Report (Date of earliest event reported): September 16, 2009~~Corporation

HI-SHEAR TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-12810	~~001~~22-~~12810~~2535743		~~22-2535743~~
(State or other jurisdiction of incorporation)	(Commission File No.)	(~~Commission~~I.R.S. ~~File~~Employer ~~Number~~Identification No.)		~~(IRS Employer Identification No.)~~

24225 Garnier Street~~, Torrance, CA 90505-5355~~

Torrance, CA 90505-5355

(Address of principal executive offices)

Registrant’s telephone number, including area code: (310)- 784-2100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~o Soliciting ~~1.01~~material ~~Entry~~pursuant ~~into~~to aRule 14a-12 under ~~Material~~the ~~Definitive~~Exchange ~~Agreement~~Act (17 CFR 240.14a-12)

~~On September 16, 2009, Hi~~o Pre-~~Shear~~commencement ~~Technology~~communications ~~Corporation, a Delaware~~pursuant ~~corporation~~to ~~(“Hi~~Rule 14d-~~Shear” or the “Company”) entered into an Agreement and Plan of Merger~~ 2(~~the “Merger Agreement”~~b) ~~with Chemring Group PLC, a company organized~~ under the ~~laws~~Exchange ofAct ~~England and Wales~~ (~~“Chemring”~~17 orCFR ~~“Parent”) and Parkway Merger Sub, Inc~~240.~~, a Delaware corporation and wholly~~14d-~~owned subsidiary of Parent~~ 2(~~“Merger Sub”~~b).)

~~The Merger~~o Pre-commencement ~~Agreement~~communications ~~provides that, upon the terms and subject~~ pursuant to ~~the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company~~ Rule 13e-4(~~the “Merger”~~c), under ~~with~~ the ~~Company~~Exchange ~~continuing~~Act as(17 ~~the~~CFR ~~surviving corporation and a wholly-owned subsidiary of Parent~~240. ~~As of the effective time of the Merger, each outstanding share of common stock, par value $0.001 per share, of the Company~~ 13e-4(~~“Common Stock”~~c) will be cancelled and converted into the right to receive an amount in cash equal to $19.18 per share, subject to the terms and conditions set forth in the Merger Agreement. Parent will fund the aggregate cash consideration by utilizing a credit facility with Lloyds Banking Group plc.)

~~Consummation of~~Item ~~the~~3.01 ~~Merger~~Notice isof ~~not~~Delisting ~~subject~~or toFailure ~~a financing condition, but is subject~~ to ~~various~~ ~~other~~Satisfy ~~conditions,~~a ~~including~~Continued ~~approval~~Listing ofRule ~~the Merger Agreement and the transaction contemplated therein by the Company’s stockholders, expiration~~ or ~~termination~~ ofStandard; ~~applicable~~Transfer ~~waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act~~ of ~~1976, and other customary closing conditions~~Listing.

~~The~~As ~~Company~~previously ~~has~~disclosed, ~~made~~on ~~various~~September 16, ~~representations~~2009, ~~and~~Hi-Shear ~~warranties~~Technology Corporation, ~~and~~a ~~agreed~~Delaware tocorporation ~~certain~~(the “Company”), entered into an Agreement ~~covenants~~and inPlan of Merger (the “Merger Agreement,”) ~~including~~with ~~covenants~~Chemring ~~relating~~Group toPLC, a company organized under the ~~Company’s~~laws of England and Wales (“Parent”), and Parkway Merger ~~conduct~~Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of ~~its~~the ~~business~~Parent. On ~~between~~November 19, 2009, the ~~date~~stockholders of the ~~Merger~~Company ~~Agreement~~voted to approve and adopt the Merger Agreement. On November 24, 2009 at the effective time of the Merger (the “Effective Time”), ~~public~~in ~~disclosures~~accordance with the Merger Agreement and ~~other~~the ~~matters~~Delaware General Corporation Law, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger and becoming a wholly-owned subsidiary of the Parent.

~~The~~On ~~Merger~~November 24, ~~Agreement~~2009, ~~contains~~the ~~certain~~Company ~~termination~~notified ~~rights~~NYSE ~~for~~Amex ~~both~~(“NYSE Amex”) of the consummation ~~Company~~of the Merger and requested that trading in the Company’s common ~~Parent~~stock, par value $0. ~~The~~001 ~~Merger~~per ~~Agreement~~share ~~provides~~(the “Common Stock”), be suspended and that, ~~upon~~the ~~termination~~Common Stock be withdrawn from listing on NYSE Amex. NYSE Amex has filed with the SEC a Notification of Removal from Listing and/or Registration under ~~specified~~Section 12(b) of the ~~circumstances~~Securities Exchange Act of 1934, as amended, on Form 25 to delist and deregister the ~~Company~~Common ~~would~~Stock. As a result, the Common Stock will no longer be listed on NYSE Amex. The Company will file a Form 15 with the ~~required~~Securities and Exchange Commission (“SEC”) to ~~pay~~deregister ~~Parent~~the aCommon ~~termination~~Stock ~~fee~~under Sections 12(b) and 12(g) of $4the ~~million~~Exchange Act and to suspend the reporting obligations of the Company under Sections 13 and 15(d) of the Exchange Act.

~~The Merger~~Item Agreement has been approved by the Board of Directors of the Company, based, in part, upon the recommendation of a special committee of the Board that was established to consider strategic alternatives, and the Board has resolved to recommend that the stockholders of the Company vote in favor of the adoption and approval of the Merger Agreement and the transactions contemplated therein3. ~~The~~03 ~~Company’s~~Material ~~President,~~Modification ~~Chief Executive Officer and Chairman, George W. Trahan, has entered into a Stockholder Agreement with Parent and Merger Sub whereby he granted an irrevocable proxy~~ to ~~Parent~~Rights ~~to vote certain shares~~ of ~~Common~~Security ~~Stock in favor of the Merger, subject to the terms and conditions of the Stockholder Agreement~~Holders.

~~The~~Under ~~foregoing~~the ~~description~~terms of the Merger Agreement, ~~does~~at ~~not~~the ~~purport~~Effective Time, each outstanding share of Common Stock was cancelled and converted into the right to bereceive ~~complete~~an amount in cash equal to $19.18 per share, without interest and issubject ~~qualified~~to the terms and conditions set forth in ~~its~~the ~~entirety~~Merger Agreement. In addition, at the Effective Time, (i) each outstanding Company stock option (whether vested or unvested) to purchase shares of Common Stock was cancelled and converted into the right to receive an amount in cash equal to the excess, if any, of $19.18 over the exercise price of such option times the number of shares of Common Stock covered by ~~reference~~such stock option, without interest and subject to the terms and conditions set forth in the Merger Agreement, ~~which~~and is(ii) each outstanding restricted stock unit ~~attached~~(whether ~~hereto~~vested asor ~~Exhibit 2~~unvested) was cancelled and converted into the right to receive an amount in cash equal to $19.118 per share of Common Stock underlying such restricted stock unit, without interest and issubject ~~incorporated~~to ~~herein~~the byterms ~~reference~~and conditions set forth in the Merger Agreement.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2009, and is incorporated by reference herein.

The Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent or Merger Sub or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.2

Item 5.0201 ~~Departure~~Changes ofin ~~Directors~~Control ~~or Certain Officers; Election~~ of ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Registrant.

OnThe ~~September 16,~~information ~~2009,~~disclosed in ~~connection~~Items ~~with the Company’s entry into the Merger Agreement, Mr~~3. ~~Trahan~~01 ~~entered~~and ~~into an amendment (the “Amendment”) to his Employment Agreement with the Company dated as of February 28, 2009 (the “Employment Agreement”)~~3. ~~Pursuant~~03 ~~to the Amendment, Mr. Trahan will no longer be entitled to severance or continuing benefits under his Employment Agreement in the event that he~~ is ~~terminated,~~hereby ~~regardless~~incorporated ~~of the~~by ~~reason for termination~~reference.

~~The~~At ~~foregoing~~the ~~description~~Effective ofTime, the ~~Amendment~~Company ~~does~~became ~~not~~a ~~purport~~wholly-owned tosubsidiary beof ~~complete and is~~the ~~qualified~~Parent. The inamount ~~its~~of ~~entirety~~consideration used by ~~reference~~Parent towas ~~the~~approximately ~~Amendment~~$132 million, which isamount ~~attached hereto~~was asfunded ~~Exhibit 10.1~~from cash on hand, ~~and~~including isproceeds ~~incorporated~~from ~~herein~~a byprivate ~~reference~~placement of loan notes to institutional investors in November 2009.

Item 5.02. Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, at the Effective Time, Jack Bunis, Lawrence Moreau and John Zaepfel resigned from the board of directors of the Company and each of Lawrence M. D’Andrea, Daniel P. McKenrick and George W. Trahan were elected as directors of the Company, in each case, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified. Pursuant to the Merger Agreement, at the Effective Time, George W. Trahan was appointed as President and Treasurer of the Company and Jan L. Hauhe was appointed as Chief Financial Officer and Secretary of the Company, in each case, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time, (i) the Company’s restated certificate of incorporation was amended in its entirety to be identical to the amended and restated certificate of incorporation attached as Exhibit 3.1 to this Current Report on Form 8-K and (ii) the by-laws of Merger Sub, as in effect immediately prior to the effective time of the Merger, became the by-laws of the Company. On November 24, 2009, the Company’s by-laws were amended and restated in their entirety to be identical to the by-laws attached as Exhibit 3.2 to this Current Report on Form 8-K. Copies of the Company’s amended and restated certificate of incorporation and by-laws are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 8.01 Other Events.

On ~~September~~November 1625, 2009, Parent issued a press release (the “Press Release”) announcing that the parties had consummated the Merger. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. On November 25, 2009, the Company issued a press release ~~relating~~(the to“Company Press Release) announcing that the ~~proposed~~ ~~Merger~~parties ~~with~~had ~~Chemring~~consummated the Merger. A copy of the ~~press~~Company ~~release~~Press isRelease is attached ~~hereto~~ as Exhibit 99.12 to this Current Report on Form 8-K and is ~~incorporated~~ ~~herein~~incorporated by reference herein.

Forward-Looking Statements

These filings contain forward-looking statements that involve risks and uncertainties. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to: (i) adverse changes in general economic or market conditions; (ii) the satisfaction of closing conditions, including the receipt of Hi-Shear’s stockholder approval and regulatory approvals, in connection with the proposed transaction; (iii) fluctuations in Hi-Shear’s operating results and risks associated with trading of Hi-Shear’s stock; (iv) war or acts of terrorism; (v) the ability to attract and retain highly qualified employees; (vi) changes in government laws and

regulations; and (vii) other one-time events and other important factors disclosed previously and from time to time in Hi-Shear’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Except as required by law, Hi-Shear disclaims any obligation to update any such forward-looking statements after the date of these filings.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed transaction with Chemring, Hi-Shear intends to file a proxy statement and other relevant documents concerning the transaction with the SEC. STOCKHOLDERS OF HI-SHEAR ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.

Investors and security holders will be able to obtain free copies of the proxy statement and other documents filed with the SEC by Hi-Shear through the web site maintained by the SEC at www.sec.gov. Free copies of the proxy statement, when available, and Hi-Shear’s other filings with the SEC also may be obtained on Hi-Shear’s website at www.hstc.com or by directing a request to Investor Relations at (310) 784-7821.

Hi-Shear, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from Hi-Shear’s stockholders at Hi-Shear’s upcoming Special Meeting of Stockholders with respect to the transaction with Chemring. Information regarding Hi-Shear’s directors and executive officers is contained in Hi-Shear’s definitive proxy statement filed with the SEC on September 9, 2009 for its 2009 Annual Meeting of Stockholders. As of September 15, 2009, Hi-Shear’s directors and executive officers beneficially owned (as calculated in accordance with SEC Rule 13d-3) in the aggregate approximately 2,489,140 shares, or 36.4%, of Hi-Shear’s common stock. Additional information regarding the interests of such participants will be included in the proxy statement relating to the upcoming Special Meeting of Stockholders that will be filed with the SEC and available free of charge as indicated above. You can obtain free copies of these documents as set forth above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of September 16, 2009, by and among Hi-Shear Technology Corporation, Chemring Group PLC, and Parkway Merger Sub, Inc.
10.1		First Amendment to Employment Agreement, dated as of September 16, 2009, by and between Hi-Shear Technology Corporation and George W. Trahan.
99.1		Press release, dated as of September 16, 2009.

The following are included as exhibits to this report:

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of September 16, 2009, by and among Hi-Shear Technology Corporation, Chemring Group PLC, and Parkway Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of Current Report on Form 8-K filed September 16, 2009)

3.1		Amended and Restated Certificate of Incorporation of Hi-Shear Technology Corporation

3.2		By-Laws of Hi-Shear Technology Corporation

99.1		Press Release of Chemring Group PLC issued on November 25, 2009

99.2		Press Release of Hi-Shear Technology Corporation issued on November 25, 2009

HI-SHEAR TECHNOLOGY CORPORATION

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HI-SHEAR TECHNOLOGY CORPORATION

	(Registrant)

DATE: December 1, 2009	By:	/s/ JAN L. HAUHE
	Name:	Jan L. Hauhe
	Title:	Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of September 16, 2009, by and among Hi-Shear Technology Corporation, Chemring Group PLC, and Parkway Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of Current Report on Form 8-K filed September 16, 2009)

3.1		Amended and Restated Certificate of Incorporation of Hi-Shear Technology Corporation

3.2		By-Laws of Hi-Shear Technology Corporation

99.1		Press Release of Chemring Group PLC issued on November 25, 2009

99.2		Press Release of Hi-Shear Technology Corporation issued on November 25, 2009

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Hi-Shear Technology Corporation
Date: September 16, 2009	By:	/s/ George W. Trahan
		George W. Trahan
		President, Chief Executive Officer and Chairman

Exhibit Index

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of September 16, 2009, by and among Hi-Shear Technology Corporation, Chemring Group PLC, and Parkway Merger Sub, Inc.
10.1		First Amendment to Employment Agreement, dated as of September 16, 2009, by and between Hi-Shear Technology Corporation and George W. Trahan.
99.1		Press release, dated as of September 16, 2009.

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