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FILE NO. 33-54170
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COMPTEK RESEARCH, INC.
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(Exact name of Registrant as specified in its charter)
NEW YORK 16-0959023
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2732 TRANSIT ROAD, BUFFALO, NEW YORK 14224-2523
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(Address of Principal Executive Offices)
COMPTEK RESEARCH, INC., 1992 EQUITY INCENTIVE PLAN
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(Full title of the plan)
CHRISTOPHER A. HEAD, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
COMPTEK RESEARCH, INC.
2732 TRANSIT ROAD, BUFFALO, NEW YORK 14224-2523
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(Name and Address of Agent for Service)
(716) 677-4070
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(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Amount Proposed Maximum Proposed Maxium Amount of
Securities to be to be Offering Price Aggregate Offering Registration
Registered Registered Per Share Price (1)(2) Fee (3)
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Common Stock, $.02 948,000(1) $17.69 $16,770,120 $1,830.00
$.02 Par Value
<FN>
(1) Initial filing covered 648,000 shares. This Amendment provides for an additional 300,000 shares,
resulting in a total amount of 948,000 shares.
(2) The shares are to be offered at prices not presently determinable. The offering price is estimated
soley for the purpose of calculating the registration fee (based on the average of the high and low
prices reported on the American Stock Exhcange on September 13,1995).
(3) The registration fee has been computed pursuant to Rule 457 and applied to the 300,000 additional
shares provided for in this Amendment to Registration Statement.
</TABLE>
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INCORPORATION OF EARLIER REGISTRATION STATEMENT
The contents of the Registrant's earlier Registration Statement on Form S-8
(File #33-54170) are hereby incorporated by reference.
The following additional information not included in the earlier Registration
Statement is provided pursuant to Form S-8 General Instruction E:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
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Certain legal matters in connection with the Common Stock offered
hereby have been passed upon by Christopher A. Head, Esq., 2732
Transit Road, Buffalo, New York 14224-2523. Mr. Head is Executive
Vice President, General Counsel and Secretary of the Company. As of
September 13, 1995, Mr. Head owns 8,057 shares of the Company's
Common stock. Additional information concerning his stock ownership
and rights with respect to stock options is set forth in the
Company's definitive Proxy Statement dated June 26, 1995.
Item 8. Exhibits.
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See Exhibit Index filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Buffalo, State of New York, on the 13th day of
September, 1995.
COMPTEK RESEARCH, INC.
(Registrant)
By: /s/ John R. Cummings
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John R. Cummings
Chairman, President
and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Amendment to
Registration Statement has been signed by the following persons in the
capacities and on the date indicated. Power of Attorney for the signature of
certain persons below is set forth in the signature section of the earlier
Registration Statement (File #33-54170).
Signature Title Date
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Chairman of the Board, President
and Chief Executive Officer
/s/ John R. Cummings (principal executive officer) September 13, 1995
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John R. Cummings
Controller and Treasurer
/s/ Laura L. Benedetti (principal accounting officer) September 13, 1995
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Laura L. Benedetti
Joseph A. Alutto* Director September 13, 1995
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Joseph A. Alutto
G. Wayne Hawk* Director September 13, 1995
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G. Wayne Hawk
Director September 13, 1995
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Patrick J. Martin
James D. Morgan* Director September 13, 1995
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James D. Morgan
Director September 13, 1995
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Victor A. Rice
Henry P. Semmelhack* Director September 13, 1995
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Henry P. Semmelhack
*/s/ John R. Cummings
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John R. Cummings
Attorney-in-fact
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION Page #
5 Opinion (including consent) of Christopher A. Head, Esq., 5
Executive Vice President and General Counsel of
Registrant, as to the legality of the securities being
registered.
23 Consent of KPMG Peat Marwick 7
Page 4
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EXHIBIT 5
OPINION (INCLUDING CONSENT) OF
CHRISTOPHER A. HEAD, ESQ.,
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
OF REGISTRANT
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September 13, 1995 EXHIBIT 5
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Board of Directors
Comptek Research, Inc.
2732 Transit Road
Buffalo, NY 14224-2523
Re: COMPTEK RESEARCH, INC., 1992 EQUITY INCENTIVE PLAN, AS AMENDED
Dear Sirs:
I have acted as counsel for Comptek Research, Inc. ("Comptek") in connection
with the registration by Comptek under the Securities Act of 1933, as amended
(the "Act"), of 948,000 shares of common stock, par value $.02 per share, of
Comptek ("Common Stock") issuable under Comptek's 1992 Equity Incentive Plan,
as amended, (the "Plan") and subject to adjustment as provided therein, under a
registration statement on Form S-8, as amended, (the "Registration Statement")
about to be filed with the Securities and Exchange Commission.
I have examined originals, or copies certified to my satisfaction, of all such
corporate records of Comptek, agreements and other instruments, certificates of
public officials and officers and representatives of Comptek, and such other
documents as I have deemed necessary as a basis for the opinions hereafter
expressed.
Based on the foregoing and having regard to legal considerations that I deem
relevant, I am of the opinion that, when said shares of Common Stock have been
registered under the Act and when Comptek has received the consideration to be
received for said shares in accordance with the provisions of the Plan and said
shares of Common Stock have been issued by Comptek as provided under the Plan,
said shares of Common Stock will be duly authorized, validly issued and
outstanding, fully paid and nonassessable, with no personal liability attaching
to the ownership thereof.
I hereby consent to the inclusion of this opinion in the Registration Statement.
Very truly yours,
/s/ Christopher A. Head
Christopher A. Head
Executive Vice President
and General Counsel
\blk:273
2732 TRANSIT ROAD * BUFFALO, NEW YORK 14224-2523 * 716-677-4070
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EXHIBIT 23
CONSENT OF KPMG PEAT MARWICK
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Exhibit 23
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Consent of Independent Auditors
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The Board of Directors
Comptek Research, Inc.
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Buffalo, New York
September 12, 1995
