Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRIMEX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Virginia 06-1458069
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10101 Ninth Street North
St. Petersburg, Florida 33716-3807
(Address of Principal Executive Offices) (Zip Code)
Primex Technologies, Inc. Stock Plan for Nonemployee Directors
(Full title of the plan)
Johnnie M. Jackson, Jr., Esq.
Secretary
Primex Technologies, Inc.
10101 Ninth Street North
St. Petersburg, Florida 33716-3807
(Name and address of agent for service)
(813) 578-8100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed maximum
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price offering registration
to be registered registered per share(1) price(1) fee
Common Stock, par
value $1 per
share............. 50,000(3) $31.35 $1,567,500 $475
Series A
Participating
Cumulative
Preferred Stock
Purchase Rights
(the "Rights").... 50,000(3) (2) (2) (2)
(1) Estimated solely for the purpose of calculating the
registration fee. Pursuant to Rule 457(h), the proposed maximum
offering price per share is estimated based on the book value of the
registrant's Common Stock computed as of November 30, 1996, the latest
practicable date prior to the filing of this Registration Statement.
(2) The Rights are appurtenant to and trade with the Common
Stock. The value attributable to the Rights, if any, is reflected in
the book value of the Common Stock and the registration fee for the
Rights is included in the fee for the Common Stock.
(3) Together with an indeterminate additional number which may be
issuable pursuant to the anti-dilution provisions of the 1996 Long
Term Incentive Plan of Primex Technologies, Inc.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Primex
Technologies, Inc. (the "Company") are incorporated herein by
reference as of their respective dates:
(a) The Company's Registration Statement on Form 10, as amended,
filed with the Commission, which became effective under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on December 9,
1996, and which contains a description of the Common Stock and Rights
of the Company.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the fiscal year ended December 31, 1995.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference and to be part
hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the Company's
Articles of Incorporation require, indemnification of the Company's
directors, officers and employees in a variety of circumstances. Under
Sections 13.1-697 and 13.1-704 of the Virginia Stock Corporation Act,
a Virginia corporation generally is authorized to indemnify its
directors, officers and employees in civil or criminal actions if
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such persons acted in good faith and believed their conduct to be in
the best interests of the corporation and, in the case of criminal
actions, had no reasonable cause to believe that their conduct was
unlawful. The Company's Articles of Incorporation require
indemnification of directors, officers and employees with respect to
certain liabilities, expenses, and other amounts imposed upon such
persons by reason of having been directors, officers or employees if
such persons acted in good faith and believed that their conduct was
in the best interests of the Company or a related entity. Also,
Section 13.1-692.1 of the Virginia Stock Corporation Act permits a
Virginia corporation to limit or totally eliminate the liability of a
director or officer in a shareholder or derivative proceeding.
Directors and officers of the Company are insured, subject to
policy limits and certain exclusions and limitations and to the extent
not otherwise indemnified by the Company, against loss (including
expenses incurred in the defense of actions, suits and proceedings in
connection therewith) arising from any error, misstatement, misleading
statement, omission or other act made or performed in their capacity
as directors and officers. The policies also reimburse the Company for
liability incurred in the indemnification of its directors and
officers under common or statutory laws or the Company's Articles of
Incorporation, subject to the terms, conditions and exclusions of such
policies. In addition, directors, officers and other employees of the
Company who may be "fiduciaries" as that term is used in the Employee
Retirement Income Security Act of 1974 are insured with respect to
liabilities under such Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index elsewhere herein.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post- effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d)
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of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on the Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Norwalk, State
of Connecticut, on this 19th day of December, 1996.
PRIMEX TECHNOLOGIES, INC.
by /s/ JOHNNIE M. JACKSON, JR.
---------------------------
Name: Johnnie M. Jackson, Jr.
Title: Vice President and Secretary
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE
/s/ P.C. KOSCHE Chief Executive Officer and
- ------------------------------ Director
Name: P. C. Kosche
/s/ LOUIS S. MASSIMO Chief Financial Officer
- -----------------------------
Name: Louis S. Massimo
/s/ MARY GALLAGHER Chief Accounting Officer
- -----------------------------
Name: Mary Gallagher
/s/ JOHNNIE M. JACKSON, JR. Director
- -----------------------------
Name: Johnnie M. Jackson, Jr.
December 19, 1996
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EXHIBIT INDEX
Exhibit Description
- ------- -----------
4(a) Amended and Restated Articles of Incorporation.
Incorporated by reference to Exhibit 3.1 to the Company's
Form 10 filed with the Commission December 6, 1996 (SEC
File No. 0-28942).
4(b) Amended and Restated By-laws. Incorporated by reference
to Exhibit 3.2 to the Company's Form 10 filed with the
Commission December 6, 1996 (SEC File No. 0-28942).
4(c) Form of Rights Agreement dated December 19, 1996, between
the Company and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent. Incorporated by reference to Exhibit 4.4
to the Company's Form 10 filed with the Commission
December 6, 1996 (SEC File No. 0-28942).
4(d) Primex Technologies, Inc. Stock Plan for Nonemployee
Directors.
5 Opinion of Hunton & Williams.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Hunton & Williams (included in Exhibit 5).
EXHIBIT 4(d)
PRIMEX TECHNOLOGIES, INC.
STOCK PLAN FOR NONEMPLOYEE DIRECTORS
1. Purpose. The purpose of the Primex Technologies, Inc. Stock
Plan for Nonemployee Directors is to promote the long-term growth and
financial success of Primex Technologies, Inc. by attracting and
retaining Nonemployee Directors of outstanding ability and by
promoting a greater identity of interest between its Nonemployee
Directors and its shareholders.
2. Definitions. The following capitalized terms utilized herein
have the following meanings:
"Annual Retainer" means the annual retainer as determined by
the Board from time to time to be paid to Nonemployee Directors
for services as a member thereof.
"Board" means the Board of Directors of the Company.
"Cash Account" means an account established under the Plan
for a Nonemployee Director to which cash meeting fees and
retainers have been or are to be credited in the form of cash.
"Change in Control" means any of the following: (i) the
Company ceases to be, directly or indirectly, owned by at least
1,000 shareholders after December 31, 1996; (ii) a person,
partnership, joint venture, corporation or other entity, or two
or more of any of the foregoing acting as a "person" within the
meaning of Section 13(d)(3) of the 1934 Act, other than the
Company, Olin, a majority-
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owned subsidiary of the Company, or an employee benefit plan (or
related trust) of the Company, Olin or such subsidiary, become(s)
the "beneficial owner" (as defined in Rule 13d-3 under the 1934
Act) of 15% or more of the then outstanding voting stock of the
Company; or (iii) during any period of two consecutive years
after 1996, individuals who at the beginning of such period
constitute the Board (together with any new director whose
election by the Board or whose nomination for election by the
Company's shareholders was approved by a vote of at least
two-thirds of the directors then still in office who either were
directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any
reason to constitute a majority of the directors then in office.
"Code" means the Internal Revenue Code of 1986, as amended
from time to time.
"Committee" means Compensation and Nominating Committee (or
its successor) of the Board.
"Common Stock" means the Company's Common Stock, $1.00 par
value per share.
"Company" means Primex Technologies, Inc., a Virginia
corporation, and any successor.
"Credit Date" means the first day of each
calendar quarter, beginning with January 1, 1997.
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"Excess Retainer" means fifty percent (50%) of the Annual
Retainer; provided that in the event the Annual Retainer is
prorated to reflect that such Nonemployee Director did not serve
as such for the full calendar year, the Excess Retainer shall be
similarly prorated.
"Fair Market Value" means, with respect to a date, on a per
share basis, the average closing bid and asked "regular way"
prices of a share of Common Stock reported on the NASDAQ National
Market System on such date or if the NASDAQ National Market
System is closed on such date, the next preceding date on which
it is open; provided if in 1997 the Common Stock is not trading
"regular way," on the next day following that it does trade
"regular way."
"l934 Act" means the Securities Exchange Act of 1934, as
amended from time to time.
"Nonemployee Director" means a member of the Board who is
not an employee of the Company or any subsidiary thereof.
"Olin" means Olin Corporation, a Virginia corporation, and
its successors.
"Plan" means the Primex Technologies, Inc. Stock Plan for
Nonemployee Directors.
"Retirement Date" means the date the Nonemployee Director
ceases to be a member of the Board.
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"Stock Account" means an account established under the Plan
for a Nonemployee Director to which shares of Common Stock have
been or are to be credited in the form of stock.
3. Term. The Plan shall become effective January 1, 1997 provided
the shareholder of the Company approves the Plan prior to such date.
Once effective, the Plan shall operate and shall remain in effect
until terminated by action of the Board as provided in Section 9
hereof.
4. Administration. Full power and authority to
construe, interpret and administer the Plan shall be vested
in the Committee. Decisions of the Committee shall be
final, conclusive and binding upon all parties. The Board
has all the power and authority of the Committee and may
act in lieu of the Committee at any time.
5. Participation. All Nonemployee Directors shall participate in
the Plan.
6. Grants and Deferrals.
(a) Annual Stock Grant. Subject to the terms and
conditions of the Plan, on each January 1 of each year beginning with
1997, each Nonemployee Director who is such on such date shall receive
that number of shares (rounded up to the next whole share in the event
of a fractional share) of Common Stock having an aggregate Fair Market
Value on such date of the sum of (1) $5,000 and (2) 50% of the Annual
Retainer. (Such $5,000 plus 50% of the Annual Retainer being the
"Annual Stock Amount".) In the event a person becomes a Nonemployee
Director subsequent to January 1 of a calendar year and has not
received the
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Annual Stock Amount for such calendar year, such Nonemployee Director,
on the first day of the calendar month following his or her becoming
such, shall receive that number of shares (rounded up to the next
whole share in the event of a fractional share) of Common Stock having
an aggregate Fair Market Value on such first day of an amount equal to
one-twelfth of the Annual Stock Amount for such year times the number
of whole calendar months remaining in such calendar year following the
date he or she becomes a Nonemployee Director. The portion of the
Annual Stock Amount that represents one-half of the Annual Retainer
shall be in lieu of the cash payment of one-half of the Annual
Retainer and not in addition to the Annual Retainer (or in the case of
a Nonemployee Director who become such during a calendar year such
similar proportion). A Nonemployee Director may elect to defer receipt
of all or any portion of such shares in accordance with Section 6(d).
Except with respect to any shares the director has so elected to
defer, certificates representing such shares shall be delivered to
such Nonemployee Director as soon as practicable.
(b) Election to Receive Meeting Fees and Excess Retainer
in Stock in Lieu of Cash. Subject to the terms and conditions of the
Plan, a Nonemployee Director may elect to receive all or a portion of
the director meeting fees established by the Board and the Excess
Retainer his or her service as a director for the calendar year in the
form of shares of Common Stock. Such election shall be made in
accordance with Section 6(d). The number of shares (rounded up to the
next whole share in the event of a fractional share) payable to a
Nonemployee Director who so
<PAGE>
elects to receive all or a portion of the Excess Retainer in the form
of shares for such year shall be based upon the aggregate Fair Market
Value of the Common Stock on January 1 of such calendar year (or in
the case of a Nonemployee Director who becomes such after January 1,
on the first day of the calendar month following the day such new
Nonemployee Director became such) of the amount of Excess Retainer
which has been elected to be paid in shares. The number of shares
(rounded up to the next whole share in the event of a fractional
share) payable to a Nonemployee Director who so elects to receive
meeting fees for a calendar quarter in the form of shares shall be
based upon the aggregate Fair Market Value of the Common Stock on the
Credit Date following such quarter of the director meeting fees which
have been earned in such quarter and which are elected to be paid in
shares. Except with respect to any shares the director has elected to
defer, certificates representing such shares shall be delivered to the
Nonemployee Director as soon as practicable.
(c) Deferrals of Meeting Fees and Cash Retainer. Subject
to the terms and conditions of the Plan, a Nonemployee Director may
elect to defer all or a portion of the shares payable under Section
6(b) and all or a portion of the director meeting fees and Excess
Retainer payable in cash by the Company for his or her service as a
director for the calendar year. Such election shall be made in
accordance with Section 6(d). A Nonemployee Director who elects to so
defer shall have any
<PAGE>
deferred shares deferred in the form of shares of Common Stock and any
deferred cash fees and retainer deferred in the form of cash.
(d) Elections.
(1) Deferrals. All elections under Sections
6(a), 6(b) and 6(c) shall (A) be made in writing and delivered to
the Secretary of the Company and (B) be irrevocable. All
elections for payments or deferrals shall be made on or before
December 31 of the year prior to the year in which the director's
fees or Annual Retainer, as the case may be, are to be earned
(or, in the case of an individual who becomes a Nonemployee
Director during a calendar year, no later than 30 days after the
individual becomes a Nonemployee Director). Deferral elections
shall also (A) specify the portions (in 25% increments) to be
deferred and (B) specify the future date or dates on which
deferred amounts are to be paid or the future event or events
upon the occurrence of which the deferred amounts are to be paid
and the method of payment (lump sum or annual installments of
approximately equal amounts (up to 10)). In the event of an
election under Section 6(b) for director meeting fees or Excess
Retainer to be paid in shares of Common Stock, the election shall
specify the portion (in 25% increments) to be so paid. Any change
with respect to the terms of his or her election for (A) the
payment or investment of director meeting fees or Excess Retainer
under Section 6(b) from shares to cash or vice versa and (B) the
amount of any deferral in the form of Common Stock shall
<PAGE>
be effective upon receipt by the Secretary of the Company. Any
such change shall be effective only with respect to future
earnings.
(2) Stock Account. On the Credit Date, a
Nonemployee Director who has elected to defer shares under
Sections 6(a) or 6(c) shall receive a credit to his or her Stock
Account. The amount of such credit shall be the number of shares
so deferred (rounded to the next whole share in the event of a
fractional share).
(3) Cash Account. On the Credit Date or in
the case of the Excess Retainer, on the day on which the
Nonemployee Director is entitled to receive such Excess Retainer,
a Nonemployee Director who has elected to defer cash fees and/or
the Excess Retainer under Section 6(c) in the form of cash shall
receive a credit to his or her Cash Account. The amount of the
credit shall be the dollar amount of such Director's meeting fees
earned during the immediately preceding quarterly period or the
amount of the Excess Retainer to be paid for the calendar year,
as the case may be, and in each case, specified for deferral in
cash.
(4) Dividends and Interest. Each time a cash
dividend is paid on the Common Stock, a Nonemployee Director who
has shares credited to his or her Stock Account shall receive a
credit for such dividends on the dividend payment date to his or
her Stock Account. The amount of the dividend credit shall be the
number of shares (rounded to the nearest one-hundredth of a
share)
<PAGE>
determined by multiplying the dividend amount per share by the
number of shares credited to such director's Stock Account as of
the record date for the dividend and dividing the product by the
Fair Market Value per share on the dividend payment date. The
Cash Account of a Nonemployee Director shall be credited on each
Credit Date with interest on such account's balance at the end of
the preceding quarter, payable at a rate equal to the pre-tax
cost of borrowing of the Company on such date as determined from
time to time by the Chief Financial Officer, Controller or
Treasurer of the Company.
(5) Payouts. Cash Accounts will be paid out
in cash and Stock Accounts shall be paid out in shares of Common
Stock. Cash amounts credited to a Cash Account and certificates
representing shares credited to a Stock Account shall be
delivered to the Nonemployee Director as soon as practicable
following the termination of the deferral and consistent
therewith.
(e) No Stock Rights. The deferral of shares of
Common Stock into a Stock Account shall confer no rights upon such
Nonemployee Director, as a shareholder of the Company or otherwise,
with respect to the shares held in such Stock Account, but shall
confer only the right to receive such shares credited as and when
provided herein.
(f) Change in Control. Notwithstanding anything to
the contrary in this Plan or any election, in the event a Change in
Control
<PAGE>
occurs, amounts and shares credited to Cash Accounts and Stock
Accounts shall be promptly distributed to Nonemployee Directors.
(g) Beneficiaries. A Nonemployee Director may
designate at any time and from time to time a beneficiary for his or
her Stock and Cash Accounts in the event his or her Stock or Cash
Account may be paid out following his or her death. Such designation
shall be in writing and received by the Company prior to the death to
be effective.
(7) Limitations and Conditions.
(a) Total Number of Shares. The total number of
shares of Common Stock that may be issued to Nonemployee Directors
under the Plan is 50,000. Such total number of shares may consist, in
whole or in part, of authorized but unissued shares. The foregoing
number may be increased or decreased by the events set forth in
Section 8 below. No fractional shares shall be issued hereunder. In
the event a Nonemployee Director is entitled to a fractional share,
such share amount shall be rounded upward to the next whole share
amount.
(b) No Additional Rights. Nothing contained herein
shall be deemed to create a right in any Nonemployee Director to
remain a member of the Board, to be nominated for reelection or to be
reelected as such or, after ceasing to be such a member, to receive
any cash or shares of Common Stock under the Plan which are not
already credited to his or her accounts.
8. Stock Adjustments. In the event of any merger, consolidation,
stock or other non-cash dividend, extraordinary cash dividend,
split-up,
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spin-off, combination or exchange of shares or recapitalization or
change in capitalization, or any other similar corporate event, the
Committee may make such adjustments in (i) the aggregate number of
shares of Common Stock that may be issued under the Plan as set forth
in Section 7(a) and the number of shares that may be issued to a
Nonemployee Director with respect to any year as set forth in Section
6(a), (ii) the class of shares that may be issued under the Plan,
(iii) the number of shares credited to a Stock Account and (iv) the
amount and type of payment that may be made in respect of unpaid
dividends on shares of Common Stock whose receipt has been deferred
pursuant to Section 6(d), as the Committee shall deem appropriate in
the circumstances. The determination by the Committee as to the terms
of any of the foregoing adjustments shall be final, conclusive and
binding for all purposes of the Plan.
9. Amendment and Termination. This Plan may be amended, suspended
or terminated by action of the Board; provided, however, no
termination or modification of the Plan shall adversely affect the
rights of any Nonemployee Director with respect to any amounts
otherwise payable or credited to his or her Cash Account or Stock
Account.
10. Nonassignability. No right to receive any payments under the
Plan or any amounts credited to a Nonemployee Director's Cash or Stock
Account shall be assignable or transferable by such Nonemployee
Director other than by will or the laws of descent and distribution or
pursuant to a domestic relations order. The designation of a
beneficiary under Section 6(h) by a Nonemployee Director does not
constitute a transfer.
<PAGE>
11. Unsecured Obligation. Benefits payable under this Plan shall
be an unsecured obligation of the Company.
EXHIBIT 5
[Letterhead of]
HUNTON & WILLIAMS
December 18, 1996
The Board of Directors
Primex Technologies, Inc.
10101 Ninth Street North
St. Petersburg, FL 33716
Primex Technologies, Inc.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as Virginia counsel to Primex Technologies,
Inc., a Virginia corporation (the "Company"), in connection with the
preparation and filing of a registration statement under the
Securities Act of 1933, as amended, with respect to 50,000 shares of
the Company's Common Stock, $1 par value per share (the "Shares"), to
be offered pursuant to the Primex Technologies, Inc. Stock Plan for
Nonemployee Directors (the "Plan"). Each Share will be accompanied by
one Series A Participating Cumulative Preferred Stock Purchase Right
(the "Rights") issued pursuant to the Rights Agreement between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent
(the "Rights Agreement").
In rendering this opinion, we have relied upon, among other
things, our examination of the Plan and of such records of the Company
and certificates of its officers and of public officials as we have
deemed necessary. In connection with the filing of such registration
statement, we are of the opinion that:
1. The Company is duly incorporated, validly existing and in
good standing under the laws of the Commonwealth of Virginia;
2. The Shares have been duly authorized and, when issued in
accordance with the terms of the Plan, will be validly issued, fully
paid and non-assessable; and
3. The Rights have been duly authorized and, when issued in
accordance with the terms of the Plan and the Rights Agreement, will
be validly issued.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to such registration
statement.
Very truly yours,
HUNTON & WILLIAMS
EXHIBIT 23(a)
Consent of Independent Auditors
Board of Directors
Primex Technologies, Inc.
We consent to incorporation by reference in this Registration
Statement on Form S-8 of Primex Technologies, Inc., of our report
dated January 25, 1996, relating to the combined balance sheets of
Primex Technologies, Inc. as of December 31, 1995 and 1994 and the
related combined statements of income and cash flows for each of the
years in the three-year period ended December 31, 1995, which report
appears in Primex Technology, Inc.'s Registration Statement on Form 10
dated December 6, 1996.
KPMG PEAT MARWICK LLP
Stamford, Connecticut
December 19, 1996
