<PAGE> 1
Registration No. 33-
-----
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MAY 22, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
ANALYSIS & TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Connecticut 95-2579365
- ------------------------------------ -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
Route 2, P.O. Box 220
North Stonington, Connecticut 06359
-----------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Analysis & Technology, Inc.
1995 Stock Option Plan
Analysis & Technology, Inc.
1994 Stock Option Plan
Analysis & Technology, Inc.
1992 Stock Option Plan
Analysis & Technology, Inc.
1990 Stock Option Plan
Analysis & Technology, Inc.
1989 Stock Option Plan
Analysis & Technology, Inc.
1988 Stock Option Plan
Analysis & Technology, Inc.
1987 Stock Option Plan
Analysis & Technology, Inc.
1986 Stock Option Plan
<PAGE> 2
Analysis & Technology, Inc.
1985 Stock Option Plan
Analysis & Technology, Inc.
1984 Stock Option Plan
Analysis & Technology, Inc.
1983 Stock Option Plan
(Full title of the plans)
David M. Nolf
Analysis & Technology, Inc.
Route 2, P.O. Box 220
North Stonington, Connecticut 06359
----------------------------------------------
(Name and address of agent for service)
(203) 599-3910
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
James I. Lotstein and Katherine Vines Cook
Cummings & Lockwood
CityPlace I
185 Asylum Street
Hartford, Connecticut 06103
<PAGE> 3
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED
OFFERING PRICE MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE PER SHARE(1) AGGREGATE AMOUNT OF
REGISTERED REGISTERED OFFERING REGISTRATION FEE
PRICE(1)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par 110,000 shares $14.75 $1,622,500 $559.44
value
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(h) of the general rules and regulations
under the Securities Act of 1933 solely for the purpose of calculating
the registration fee, based upon the last reported sales price of the
common stock on the NASDAQ National Market System on May 17, 1996.
* The Prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933 under this Registration Statement also relates
to Registration Statements Nos. 33-9067, 33-17313, 33-25074, 33-31829,
33-37710, and 33-86576 pursuant to Rule 429 under the Securities Act of
1933.
<PAGE> 4
PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Analysis & Technology, Inc., a Connecticut corporation (the
"Company"), has eleven existing stock option plans known as the Analysis &
Technology, Inc. 1983, 1984, 1985, 1986, 1987, 1988, 1989, 1990, 1992, 1994, and
1995 Stock Option Plans (the "Plans"). The documents containing the information
concerning the Plans specified in Item 1 of the Form S-8 Registration Statement
under the Securities Act of 1933 (the "1933 Act"), are not being filed as part
of this Registration Statement in accordance with the Note to Part I of the Form
S-8 Registration Statement but will be sent or given to eligible employees under
the Plans in accordance with Rule 428(b)(1) under the 1933 Act.
<PAGE> 5
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated in this
Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1995;
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1995, September 30, 1995, and December 31, 1995; and
3. The description of the Company's Common Stock, no par
value, contained in its Registration Statement on Form S-1, Commission File No.
33-2314.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") after the date of this Registration Statement 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 into this Registration
Statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Directors and officers of the Company are entitled to
indemnification pursuant to Connecticut General Statutes Section 33-320a. This
statute states as follows:
<PAGE> 6
(a) As used in this section:
(1) "Agent" means any person who is or was
an agent of the corporation and any person who, while an agent
of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee
or agent of another enterprise.
(2) "Corporation" includes any domestic or
foreign corporation or any domestic or foreign predecessor
entity of the corporation in a merger, consolidation or other
transaction in which the predecessor's existence ceased upon
consummation of such transaction.
(3) "Director" means any person who is or
was a director of the corporation and any person who, while a
director of the corporation, is or was serving at the request
of the corporation as a director, officer, partner, trustee,
employee or agent of another enterprise or as a fiduciary of
an employee benefit plan or trust maintained for the benefit
of employees of the corporation or employees of any other
enterprise.
(4) "Eligible outside party" means any
person who, although not a shareholder, director, officer,
employee or agent of the corporation, is or was serving solely
at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another enterprise.
(5) "Employee" means any person who is or
was an employee of the corporation and any person who, while
an employee of the corporation, is or was serving at the
request of the corporation as a director, officer, partner,
trustee, employee or agent of another enterprise or as a
fiduciary of an employee benefit plan or trust maintained for
the benefit of employees of the corporation or employees of
any other enterprise.
(6) "Enterprise" means any other foreign or
domestic corporation, partnership, joint venture, trust or
other enterprise, other than an employee benefit plan or
trust.
(7) "Expenses" include attorneys' fees.
(8) "Officer" means any person who is or was
an officer of the corporation and any person who, while an
officer of the corporation, is or was serving at the request
of the corporation as a director, officer, partner, trustee,
employee or agent of another enterprise or as a fiduciary of
an employee benefit plan or trust maintained for the benefit
of employees of the corporation or employees of any other
enterprise.
II-2
<PAGE> 7
(9) "Party" includes a person who was, is,
or is threatened to be made, a defendant or respondent in a
proceeding.
(10) "Proceeding" means any threatened,
pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, and shall
include any appeal therein.
(11) "Shareholder" means any person who is
or was a shareholder of the corporation and any person who,
while a shareholder of the corporation, is or was serving at
the request of the corporation as a director, officer,
partner, trustee, employee or agent of another enterprise.
(b) Except as otherwise provided in this section, a
corporation shall indemnify any person made a party to any
proceeding, other than an action by or in the right of the
corporation, by reason of the fact that he, or the person
whose legal representative he is, is or was a shareholder,
director, officer, employee or agent of the corporation, or an
eligible outside party, against judgments, fines, penalties,
amounts paid in settlement and reasonable expenses actually
incurred by him, and the person whose legal representative he
is, in connection with such proceeding. The corporation shall
not so indemnify any such person unless (1) such person, and
the person whose legal representative he is, was successful on
the merits in the defense of any proceeding referred to in
this subsection, or (2) it shall be concluded as provided in
subsection (d) of this section that such person, and the
person whose legal representative he is, acted in good faith
and in a manner he reasonably believed to be in the best
interests of the corporation or, in the case of a person
serving as a fiduciary of an employee benefit plan or trust,
either in the best interests of the corporation or in the best
interests of the participants and beneficiaries of such
employee benefit plan or trust and consistent with the
provisions of such employee benefit plan or trust and, with
respect to any criminal action or proceeding, that he had no
reasonable cause to believe his conduct was unlawful, or (3)
the court, on application as provided in subsection (e) of
this section, shall have determined that in view of all the
circumstances such person is fairly and reasonably entitled to
be indemnified, and then for such amount as the court shall
determine; except that, in connection with an alleged claim
based upon his purchase or sale of securities of the
corporation or of another enterprise, which he serves or
served at the request of the corporation, the corporation
shall only indemnify such person after the court shall have
determined, on application as provided in subsection (e) of
this section, that in view of all the circumstances such
person is fairly and reasonably entitled to be indemnified,
and then for such amount as the court shall determine. The
termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendre or its equivalent
shall not, of itself, create a
II-3
<PAGE> 8
presumption that the person did not act in good faith or in a
manner which he did not reasonably believe to be in the best
interests of the corporation or of the participants and
beneficiaries of such employee benefit plan or trust and
consistent with the provisions of such employee benefit plan
or trust, or, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his
conduct was unlawful.
(c) Except as otherwise provided in this section, a
corporation shall indemnify any person made a party to any
proceeding, by or in the right of the corporation, to procure
a judgment in its favor by reason of the fact that he, or the
person whose legal representative he is, is or was a
shareholder, director, officer, employee or agent of the
corporation, or an eligible outside party, against reasonable
expenses actually incurred by him in connection with such
proceeding in relation to matters as to which such person, or
the person whose legal representative he is, is finally
adjudged not to have breached his duty to the corporation, or
where the court, on application as provided in subsection (e)
of this section, shall have determined that in view of all the
circumstances such person is fairly and reasonably entitled to
be indemnified, and then for such amount as the court shall
determine. The corporation shall not so indemnify any such
person for amounts paid to the corporation, to a plaintiff or
to counsel for a plaintiff in settling or otherwise disposing
of a proceeding, with or without court approval; or for
expenses incurred in defending a proceeding which is settled
or otherwise disposed of without court approval.
(d) The conclusion provided for in subsection (b) of
this section may be reached by any one of the following: (1)
The board of directors of the corporation by a consent in
writing signed by a majority of those directors who were not
parties to such proceeding; (2) independent legal counsel
selected by a consent in writing signed by a majority of those
directors who were not parties to such proceeding; (3) in the
case of any employee or agent who is not an officer or
director of the corporation, the corporation's general
counsel; or (4) the shareholders of the corporation by the
affirmative vote of at least a majority of the voting power of
shares not owned by parties to such proceeding, represented at
an annual or special meeting of shareholders, duly called with
notice of such purpose stated. Such person shall also be
entitled to apply to a court for such conclusion, upon
application as provided in subsection (e), even though the
conclusion reached by any of the foregoing shall have been
adverse to him or to the person whose legal representative he
is.
(e) Where an application for indemnification or for a
conclusion as provided in this section is made to a court, it
shall be made to the court in which the proceeding is pending
or to the superior court for the judicial district where the
principal office of the corporation is located. The
II-4
<PAGE> 9
application shall be made in such manner and form as may be
required by the applicable rules of the court or, in the
absence thereof, by direction of the court. The court may also
direct that notice be given in such manner as it may require
at the expense of the corporation to the shareholders of the
corporation and to such other persons as the court may
designate. In the case of an application to a court in which a
proceeding is pending in which the person seeking
indemnification is a party by reason of the fact that he, or
the person whose legal representative he is, is or was serving
at the request of the corporation as a director, partner,
trustee, officer, employee or agent of another enterprise, or
as a fiduciary of an employee benefit plan or trust maintained
for the benefit of employees of any other enterprise, timely
notice of such application shall be given by such person to
the corporation.
(f) Expenses which may be indemnifiable under this
section incurred in defending a proceeding may be paid by the
corporation in advance of the final disposition of such
proceeding as authorized by the board of directors upon
agreement by or on behalf of the shareholder, director,
officer, employee, agent or eligible outside party, or his
legal representative, to repay such amount if he is later
found not entitled to be indemnified by the corporation as
authorized in this section.
(g) A corporation shall not indemnify any
shareholder, director, officer, employee, agent or eligible
outside party, other than a shareholder, director, officer,
employee, agent or eligible outside party who is or was
serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another
enterprise, against judgments, fines, penalties, amounts paid
in settlement and expenses to an extent either greater or less
than that authorized in this section. No provision made a part
of the certificate of incorporation, the by-laws, a resolution
of shareholders or directors, an agreement, or otherwise on or
after October 1, 1982, shall be valid unless consistent with
this section. Notwithstanding the foregoing, the corporation
may procure insurance providing greater indemnification and
may share the premium cost with any shareholder, director,
officer, employee, agent or eligible outside party on such
basis as may be agreed upon. The rights and remedies provided
in this section shall be exclusive.
In addition to the foregoing, the Company maintains officers
and directors liability insurance coverage in the amount of $6.5 million which
insures the Company's officers and directors against loss incurred by them for
claims which they may become legally obligated to pay for any error,
misstatement, act, omission, neglect or breach of duty while acting individually
or collectively as directors or officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
II-5
<PAGE> 10
Not applicable.
ITEM 8. EXHIBITS
4A. Articles 6 and 7 of the Restated Certificate of
Incorporation of the Company. (Incorporated by reference to
Exhibit 3A of the Company's Report on Form 10-Q, No.
0-14161, for the quarter ended September 30, 1990).
4B. Article II, Article III, Sections 3 to 6, Article VI and
Article VIII of the By-laws of the Company as Amended and
Restated to May 9, 1992. (Incorporated by reference to
Exhibit 3B of the Company's Annual Report on Form 10-K, File
No. 0-14161, for the fiscal year ended March 31, 1992).
4C. Specimen Certificate of Common Stock of the Company.
(Incorporated by reference to Exhibit 4A of Amendment No. 1
to the Company's Registration Statement on Form S-1, No.
33-2314, filed on December 20, 1985 and to Amendment No. 1
thereto filed on January 27, 1986).
5.* Opinion of Cummings & Lockwood.
23A.* Consent of KPMG Peat Marwick LLP.
23B.* Consent of Cummings & Lockwood. (Included as part of Exhibit
5).
24. An applicable Power of Attorney is set forth under
"Signatures" in this Registration Statement.
99A. Analysis & Technology, Inc. 1995 Stock Option Plan.
(Incorporated by reference as Exhibit A to Proxy Statement
dated July 7, 1995 of Analysis & Technology, Inc.)
99B. Analysis & Technology, Inc. 1994 Stock Option Plan.
(Incorporated by reference to Exhibit A to Proxy Statement
dated July 8, 1994 of Analysis & Technology, Inc.).
99C. Analysis & Technology, Inc. 1992 Stock Option Plan.
(Incorporated by reference to Exhibit A to Proxy Statement
dated July 7, 1992 of Analysis & Technology, Inc.).
- ---------------------
* Denotes filed herewith.
II-6
<PAGE> 11
99D. Analysis & Technology, Inc. 1990 Stock Option Plan.
(Incorporated by reference to Exhibit B to Proxy Statement
dated July 3, 1990 of Analysis & Technology, Inc.).
99E. Analysis & Technology, Inc. 1989 Stock Option Plan.
(Incorporated by reference to Exhibit A to Proxy Statement
dated July 3, 1989 of Analysis & Technology, Inc.).
99F. Analysis & Technology, Inc. 1988 Stock Option Plan.
(Incorporated by reference to Exhibit A to Proxy Statement
dated July 1, 1988 of Analysis & Technology, Inc.).
99G. Amendment, dated June 30, 1989, to the Analysis &
Technology, Inc. 1988 Stock Option Plan. (Incorporated by
reference to Exhibit 19I to the Company's Report on Form
10-Q for the quarter ended June 30, 1989).
99H Analysis & Technology, Inc. 1987 Stock Option Plan.
(Incorporated by reference to Exhibit A to Proxy Statement
dated July 6, 1987 of Analysis & Technology, Inc.).
99I. Amendment, dated June 30, 1989, to the Analysis &
Technology, Inc. 1987 Stock Option Plan. (Incorporated by
reference to Exhibit 19H to the Company's Report on Form
10-Q for the quarter ended June 30, 1989).
99J. Analysis & Technology, Inc. 1983-1986 Stock Option Plans, as
amended. (Incorporated by reference to Exhibits 28(b)
through 28(g) to the Company's Registration Statement on
Form S-8, File No. 33-17313, filed on September 18, 1987).
99K. Amendments, dated June 30, 1989, to the Analysis &
Technology, Inc. 1983-1986 Stock Option Plans. (Incorporated
by reference to Exhibits 19B through 19G to the Company's
Report on Form 10-Q, File No. 0-14161 for the quarter ended
June 30, 1989).
ITEM 9. UNDERTAKINGS
(a) The Company hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;
II-7
<PAGE> 12
(ii) To reflect in the
prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining
any liability under the Securities Act of 1933, 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 Company hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate
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<PAGE> 13
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of North Stonington, State of Connecticut, on May
21, 1996.
ANALYSIS & TECHNOLOGY, INC.
/s/ GARY P. BENNETT
--------------------------------------
Gary P. Bennett
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Analysis &
Technology, Inc., hereby severally constitute Gary P. Bennett and David M. Nolf,
and each of them singly, as our attorneys-in-fact with full power to them, and
each of them singly, to sign for us and in our names, in the capacities
indicated below, any and all amendments to this Registration Statement and, in
general, to do all such things in our names and behalf and in our capacities as
officers and directors to enable Analysis & Technology, Inc. to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, including the filing of such amendments,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, and all that our said
attorneys may do or cause to be done by virtue hereof.
II-9
<PAGE> 14
WITNESS our hand and seal on the dates set forth below.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
/s/ GARY P. BENNETT May 21, 1996
- ------------------------------------------
Gary P. Bennett
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ DAVID M. NOLF May 18, 1996
- ------------------------------------------
David M. Nolf, Executive Vice
President, Chief Financial and
Administrative Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)
/s/ JAMES B. FOX May 18, 1996
- ------------------------------------------
James B. Fox, Director
/s/ LARRY M. FOX May 18, 1996
- ------------------------------------------
Larry M. Fox, Director
/s/ NELDA M. NARDONE May 18, 1996
- ------------------------------------------
Nelda S. Nardone, Director
/s/ THURMAN F. NAYLOR May 18, 1996
- ------------------------------------------
Thurman F. Naylor, Director
/s/ DENNIS G. PUNCHES May 18, 1996
- ------------------------------------------
Dennis G. Punches, Director
II-10
<PAGE> 15
ANALYSIS & TECHNOLOGY, INC.
Registration Statement on Form S-8
Under the Securities Act of 1933
EXHIBITS
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Documents Page No.
- ------ ------------------------ --------
<S> <C> <C>
5 Opinion of Cummings & Lockwood
23A Consent of KPMG Peat Marwick LLP
23B Consent of Cummings & Lockwood (included in Exhibit 5)
24 Power of Attorney (set forth on the signature page)
</TABLE>
<PAGE> 1
Exhibit 5
[Cummings & Lockwood Letterhead]
May 20, 1996
Analysis & Technology, Inc.
Route 2
PO Box 220
North Stonington, CT 06359
Re: Analysis & Technology, Inc.
Registration Statement on Form S-8
Dear Sirs:
We have acted as special counsel for Analysis & Technology,
Inc., a Connecticut corporation (the "Corporation"), in connection with its
registration statement on Form S-8 being filed on the date hereof (the
"Registration Statement") relating to 110,000 shares (the "Shares") of common
stock, no par value (the "Common Stock"), of the Corporation which may be issued
upon the exercise of options pursuant to the Corporation's 1995 Stock Option
Plan (the "Plan").
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records, and other instruments as we have deemed necessary or
appropriate for the purpose of rendering this opinion, including: (a) the
Certificate of Incorporation of the Corporation; (b) the By-Laws of the
Corporation; (c) the Registration Statement; (d) the minutes of the meetings of
the Board of Directors and shareholders of the Corporation relating to the
approval of the Plan; and (e) the Plan.
Based upon the foregoing, we are of the opinion that the
Shares will, upon issuance in accordance with the provisions of the Plan, be
validly issued, fully paid, and nonassessable.
<PAGE> 2
Analysis & Technology, Inc. -2- May 20, 1996
The opinion contained herein is qualified as follows. While it
is our understanding that the Corporation does not now have any issued but not
outstanding shares, the Corporation may use currently issued shares of its
Common Stock which it may hereafter acquire to satisfy its obligation to deliver
shares under the Plan in lieu of issuing new shares. As an opinion with respect
to any such treasury shares which might be delivered to satisfy obligations
under the Plan would require a review of all issuances of stock by the
Corporation from the date of its incorporation, the opinion contained herein is
intentionally and specifically limited to those shares which may hereafter be
issued by the Corporation for delivery pursuant to the Plan.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Very truly yours,
/s/ Cummings & Lockwood
<PAGE> 1
KPMG PEAT MARWICK LLP
CityPlace II
Hartford, CT 06103-4103
The Board of Directors
Analysis & Technology, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Analysis & Technology, Inc. of our report dated May 5, 1995, relating to
the consolidated balance sheets of Analysis & Technology, Inc. and Subsidiaries
as of March 31, 1995 and 1994, and the related consolidated statements of
earnings, shareholders' equity and cash flows for each of the years in the
three-year period ended March 31, 1995, which report is incorporated by
reference in the March 31, 1995 annual report on Form 10-K of Analysis &
Technology, Inc.
Our report refers to a change in the Company's method of accounting for income
taxes.
/s/ KPMG PEAT MARWICK LLP
May 20, 1996
