<PAGE> 1
Registration No. 333-_____
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JANUARY 27, 1998
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 No.)
incorporation or organization)
Route 2, P.O. Box 220
North Stonington, Connecticut 06359
-----------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Analysis & Technology, Inc.
1997 Stock Option Plan
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
(Full title of the plans)
<PAGE> 2
David M. Nolf
Analysis & Technology, Inc.
Route 2, P.O. Box 220
North Stonington, Connecticut 06359
-----------------------------------
(Name and address of agent for service)
(860) 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 value 230,000 shares $28.25 $6,497,500 $1,916.76
- ---------------------------------- ------------------- ------------------ ---------------- -----------------
</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 January 23, 1998.
* 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, 33-86576, and 333-04265 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 nine existing stock option plans known as the Analysis &
Technology, Inc. 1986, 1987, 1988, 1989, 1990, 1992, 1994, 1995, and 1997 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, 1997;
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1997 and September 30, 1997; 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 33-770 through
778. These statutes state as follows:
<PAGE> 6
SECTION 33-770. DEFINITIONS.
As used in sections 33-770 to 33-778, inclusive:
(1) "Corporation" includes any domestic or foreign predecessor entity
of a corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.
(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation, is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise. A director is
considered to be serving an employee benefit plan at the corporation's request
if his duties to the corporation also impose duties on, or otherwise involve
services by, him to the plan or to participants in or beneficiaries of the plan.
"Director" includes, unless the context requires otherwise, the estate or
personal representative of a director.
(3) "Expenses" include counsel fees.
(4) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine, including an excise tax assessed with respect to an employee
benefit plan, or reasonable expenses incurred with respect to a proceeding.
(5) "Official capacity" means: (A) When used with respect to a
director, the office of director in a corporation; and (B) when used with
respect to an individual other than a director, as contemplated in section
33-776, the office in a corporation held by the officer or the employment or
agency relationship undertaken by the employee or agent on behalf of the
corporation. "Official capacity" does not include service for any other foreign
or domestic corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise.
(6) "Party" includes an individual who was, is or is threatened to be
made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal.
SECTION 33-771. AUTHORITY TO INDEMNIFY.
(a) Except as provided in subsection (d) of this section, a corporation
may indemnify an individual made a party to a proceeding because he is or was a
director
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<PAGE> 7
against liability incurred in the proceeding if: (1) He conducted
himself in good faith; and (2) he reasonably believed (A) in the case of conduct
in his official capacity with the corporation, that his conduct was in its best
interests, and (B) in all other cases, that his conduct was at least not opposed
to its best interests; and (3) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the requirement of
subparagraph (B) of subdivision (2) of subsection (a) of this section.
(c) The termination of a proceeding by judgment, order, settlement or
conviction or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
(d) A corporation may not indemnify a director unless this section: (1)
In connection with a proceeding by or in the right of the corporation in which
the director was adjudged liable to the corporation; or (2) in connection with
any other proceeding charging improper personal benefit to him, whether or not
involving action in his official capacity, in which he was adjudged liable on
the basis that personal benefit was improperly received by him.
(e) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
(f) Notwithstanding any provision of this section to the contrary, a
corporation which was incorporated under the laws of this state, whether under
chapter 599 of the general statutes, revised to January 1, 1995(1) or any other
general law or special act, prior to January 1, 1997, shall, except to the
extent that the certificate of incorporation expressly provides otherwise,
provide its directors with the full amount of indemnification that the
corporation is permitted to provide to such directors pursuant to this section
as limited by the provisions of section 33-775.
SECTION 33-772. MANDATORY INDEMNIFICATION.
Unless limited by its certificate of incorporation, a corporation shall
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party because he is or was a
director of the corporation against reasonable expenses incurred by him in
connection with the proceeding.
- --------------
(1) C.G.S.A. Section 33-282 et seq.
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<PAGE> 8
SECTION 33-773. ADVANCE FOR EXPENSES.
(a) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding if: (1) The director furnishes the corporation a
written affirmation of his good faith belief that he has met the standard of
conduct described in section 33-771; (2) the director furnishes the corporation
a written undertaking, executed personally or on his behalf, to repay the
advance if it is ultimately determined that he did not meet the standard of
conduct; and (3) a determination is made that the facts then known to those
making the determination would not preclude indemnification under sections
33-770 to 33-778, inclusive.
(b) The undertaking required by subdivision (2) of subsection (a) of
this section must be an unlimited general obligation of the director but need
not be secured and may be accepted without reference to financial ability to
make repayment.
(c) Determinations and authorizations of payments under this section
shall be made in the manner specified in section 33-775.
SECTION 33-774. COURT-ORDERED INDEMNIFICATION.
Unless a corporation's certificate of incorporation provides otherwise,
a director of the corporation who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court after giving any
notice the court considers necessary may order indemnification if it determines:
(1) The director is entitled to mandatory indemnification under section 33-772,
in which case the court shall also order the corporation to pay the director's
reasonable expenses incurred to obtain court-ordered indemnification; or (2) the
director is fairly and reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not he met the standard of conduct set forth
in section 33-771 or was adjudged liable as described in subsection (d) of said
section, but if he was adjudged so liable his indemnification is limited to
reasonable expenses incurred.
SECTION 33-775. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.
(a) A corporation may not indemnify a director under section 33-771
unless authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because he
has met the standard of conduct set forth in said section.
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<PAGE> 9
(b) The determination shall be made:
(1) By the board of directors by majority vote of a quorum consisting
of directors not at the time parties to the proceeding;
(2) If a quorum cannot be obtained under subdivision (1) of this
subsection, by majority vote of a committee duly designated by the board of
directors, in which designation directors who are parties may participate,
consisting solely of two or more directors not at the time parties to the
proceeding;
(3) By special legal counsel (A) selected by the board of directors or
its committee in the manner prescribed in subdivision (1) or (2) of this
subsection, or (B) if a quorum of the board of directors cannot be obtained
under subdivision (1) of this subsection and a committee cannot be designated
under subdivision (2) of this subsection, selected by majority vote of the full
board of directors, in which selection directors who are parties may
participate; or
(4) By the shareholders, but shares owned by or voted under the control
of directors who are at the time parties to the proceeding may not be voted on
the determination.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subdivision (3)
of subsection (b) of this section to select counsel.
SECTION 33-777. INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS.
Unless a corporation's certificate of incorporation provides otherwise:
(1) An officer of the corporation who is not a director is entitled to
mandatory indemnification under section 33-772, and is entitled to apply for
court-ordered indemnification under section 33-774, in each case to the same
extent as a director;
(2) The corporation may indemnify and advance expenses under section
33-770 to 33-778, inclusive, to an officer, employee or agent of the corporation
who is not a director to the same extent as to a director;
(3) Notwithstanding subdivision (4) of this section, a corporation may
also indemnify and advance expenses to an officer, employee or agent who is not
a director to the extent, consistent with public policy, that may be provided by
contract, its certificate of incorporation, bylaws, or general or specific
action of its board of directors, each of which may delegate to its general
counsel or other specified officer or officers the ability to
II-5
<PAGE> 10
authorize such indemnification and the responsibility to determine whether any
conditions to such indemnification or advance of expenses have been established;
and
(4) A corporation which was incorporated under the laws of this state,
whether under chapter 599 of the general statutes revised to January 1, 1995,(1)
or any other general law or special act, prior to January 1, 1997, shall, except
to the extent that the certificate of incorporation expressly provides
otherwise, indemnify and advance expenses under sections 33-770 and 33-778,
inclusive, to each officer, employee or agent of the corporation who is not a
director to the same extent as the corporation is permitted to provide the same
to a director pursuant to section 33-771, as limited by section 33-775, and for
this purpose the determination required by section 33-775 may in addition be
made by the general counsel of the corporation, or such other or additional
officer or officers as the board of directors may specify.
SECTION 33-777. INSURANCE.
A corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee or agent of the
corporation, or who, while a director, officer, employee or 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 foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee or agent,
whether or not the corporation would have power to indemnify him against the
same liability under section 33-771 or 33-772.
SECTION 33-778. VALIDITY AND APPLICABILITY OF INDEMNIFICATION PROVISIONS.
(a) A provision treating a corporation's indemnification of or advance
for expenses to directors that is contained in its certificate of incorporation,
bylaws, a resolution of its shareholders or board of directors, or in a contract
or otherwise, is valid only if and to the extent the provision is consistent
with sections 33-770 to 33-778, inclusive. If the certificate of incorporation
limits indemnification or advance for expenses, indemnification and advance for
expenses are valid only to the extent consistent with the certificate of
incorporation.
(b) Sections 33-770 to 33-778, inclusive, do not limit a corporation's
power to pay or reimburse expenses incurred by a director in connection with his
appearance as a witness in a proceeding at a time when he has not been made a
named defendant or respondent to the proceeding.
- ---------------------
(1) C.G.S.A. Section 33-282 et seq.
II-6
<PAGE> 11
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
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. 1997 Stock Option Plan.
(Incorporated by reference as Exhibit A to Proxy Statement
dated July 1, 1997 of Analysis & Technology, Inc.)
* Denotes filed herewith.
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<PAGE> 12
99B. Analysis & Technology, Inc. 1995 Stock Option Plan.
(Incorporated by reference as Exhibit A to Proxy Statement
dated July 7, 1995 of Analysis & Technology, Inc.)
99C. Analysis & Technology, Inc. 1994 Stock Option Plan.
(Incorporated by reference to Exhibit A to Proxy Statement
dated July 8, 1994 of Analysis & Technology, Inc.).
99D. Analysis & Technology, Inc. 1992 Stock Option Plan.
(Incorporated by reference to Exhibit A to Proxy Statement
dated July 7, 1992 of Analysis & Technology, Inc.).
99E. Analysis & Technology, Inc. 1990 Stock Option Plan.
(Incorporated by reference to Exhibit B to Proxy Statement
dated July 3, 1990 of Analysis & Technology, Inc.).
99F. Analysis & Technology, Inc. 1989 Stock Option Plan.
(Incorporated by reference to Exhibit A to Proxy Statement
dated July 3, 1989 of Analysis & Technology, Inc.).
99G. Analysis & Technology, Inc. 1988 Stock Option Plan.
(Incorporated by reference to Exhibit A to Proxy Statement
dated July 1, 1988 of Analysis & Technology, Inc.).
99H. 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).
99I. Analysis & Technology, Inc. 1987 Stock Option Plan.
(Incorporated by reference to Exhibit A to Proxy Statement
dated July 6, 1987 of Analysis & Technology, Inc.).
99J. 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).
99K. Analysis & Technology, Inc. 1986 Stock Option Plan, as
amended. (Incorporated by reference to Exhibit 28 to the
Company's Registration Statement on Form S-8, File No.
33-17313, filed on September 18, 1987).
99L. Amendments, dated June 30, 1989, to the Analysis & Technology,
Inc. 1986 Stock Option Plan. (Incorporated by reference to
Exhibit 19 to the Company's Report on Form 10-Q, File No.
0-14161 for the quarter ended June 30, 1989).
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<PAGE> 13
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) 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.
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<PAGE> 14
(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 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
January 23, 1998.
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.
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<PAGE> 15
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 January 23, 1998
- -----------------------------------------------------
Gary P. Bennett
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ David M. Nolf January 23, 1998
- -----------------------------------------------------
David M. Nolf, Executive Vice
President, Chief Financial and
Administrative Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)
/s/ James B. Fox January 23, 1998
- -----------------------------------------------------
James B. Fox, Director
/s/ Larry M. Fox January 23, 1998
- -----------------------------------------------------
Larry M. Fox, Director
/s/ Nelda S. Nardone January 23, 1998
- -----------------------------------------------------
Nelda S. Nardone, Director
/s/ Thurman F. Naylor January 23, 1998
- -----------------------------------------------------
Thurman F. Naylor, Director
/s/ Dennis G. Punches January 23, 1998
- -----------------------------------------------------
Dennis G. Punches, Director
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<PAGE> 16
ANALYSIS & TECHNOLOGY, INC.
Registration Statement on Form S-8
Under the Securities Act of 1933
EXHIBITS
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Documents
- ------ ------------------------
<S> <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
January 23, 1998
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 January 27, 1998 (the
"Registration Statement") relating to 230,000 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 1997 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- January 23, 1998
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
Cummings & Lockwood
<PAGE> 1
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 2, 1997, relating to
the consolidated balance sheets of Analysis & Technology, Inc. and Subsidiaries
as of March 31, 1997 and 1996, 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, 1997, which report is incorporated by
reference in the March 31, 1997 annual report on Form 10-K of Analysis &
Technology, Inc.
/s/ KPMG Peat Marwick LLP
Providence, Rhode Island
January 20, 1998
