SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Comptek Research, Inc.
________________________________________________________________
(Exact name of issuer as specified in its charter)
New York 16-0959023
__________________________ _____________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2732 Transit Road, Buffalo, New York
________________________________________________________________
(Address of Principal Executive Offices)
1996 Employee Stock Purchase Plan
________________________________________________________________
(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
_________________________________________________________________
(Name and Address of Agent for Service)
(716) 677-4070
_________________________________________________________________
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Maximum Registration
be Registered Registered Offering Aggregate Fee (2)
Price Offering
Per Share (1) Price (1)
_____________________________________________________________________
Common Stock, 250,000 $6.125 $1,531,250 $528.02
$.02 Par Value
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(1) The shares are to be offered at prices not presently
determinable. The offering price is estimated solely for the
purpose of calculating the registration fee (based on the average
of the high and low prices reported on the American Stock
Exchange on August 30, 1996).
(2) The registration fee has been computed pursuant to Rule 457.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the instructions for Form S-8, the document containing the
information specified in Items 1 and 2 of Part I of Form S-8 is not
being filed with the Securities and Exchange Commission (the
"Commission") as part of this Registration Statement, but will be sent
or given to employees as specified by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the
Commission are incorporated by reference in this
Registration Statement:
(a) Annual Report on Form 10-K for the year ended
March 31, 1996;
(b) All other reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year ended March 31, 1996;
and
(c) Description of Capital Stock contained in the
Company's Registration Statement filed under Section 12
of the Securities Exchange Act of 1934, dated July 1,
1987, including any amendments or reports filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, 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
herein as a part hereof from the date of filing of such
documents.
Any statement contained herein or in a document, all or
a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in any
subsequently filed document which also is or is deemed to be
incorporated by reference herein modified or supersedes such
statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities. Inapplicable.
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Item 5. Interests of Named Experts and Counsel. 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 August 23, 1996, Mr. Head beneficially
owned less then one percent of the Company's issued and
outstanding 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 24, 1996.
Item 6. Indemnification of Directors and Officers.
Article IX of the Registrant's By-laws provides as
follows:
ARTICLE IX
INDEMNIFICATION
Every person who is or was a director, officer or
employee of the corporation, or of any other corporation
which he served as such at the request of the corporation,
may in accordance with the second paragraph of this Article
IX be indemnified by the corporation against any and all
liability and reasonable expense that may be incurred by him
in connection with or resulting from any claim, action, suit
or proceeding (whether brought by or in the right of the
corporation or such other corporation or otherwise), civil
or criminal, or in connection with an appeal relating
thereto, in which he may be involved, as a party or
otherwise, by reason of his being or having been a director,
officer or employee of the corporation or such other
corporation, or by reason of any action taken or not taken
in his capacity as such director, officer or employee,
whether or not he continues to be such at the time such
liability or expense shall have been incurred, provided such
person acted, in good faith, in a manner he reasonably
believed to be in or not opposed to the best interests of
the corporation or such other corporation, as the case may
be, and, in addition in any criminal action or proceeding,
had no reasonably cause to believe that his conduct was
unlawful. As used in this Article IX, the terms "liability"
and "expense" shall include, but shall not be limited to,
court costs, counsel fees and disbursements and amounts of
judgments, fines, or penalties against, and amounts paid in
settlement by, a director, officer or employee. The
termination of any claim, action, suit or proceeding, civil
or criminal, by judgment, settlement (whether with or
without court approval), conviction or upon a plea of guilty
or nolo contendere, or its equivalent, shall not create a
presumption that a director, officer or employee did not
meet the standards of conduct set forth in this paragraph.
Expenses incurred with respect to any claim, action,
suit or proceeding of the character described in the first
paragraph of this Article IX may be advanced by the
corporation prior to the final disposition thereof upon
receipt of any undertaking by
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or on behalf of the recipient to repay such amount unless it
shall ultimately be determined that he is entitled to
indemnification under this Article IX.
The rights of indemnification provided in this Article
IX shall be in addition to any other rights to which any
such director, officer or employee may otherwise be entitled
by contract, as a matter of law, by vote of the
stockholders, or otherwise; and in the event of any such
person's death, such rights shall extend to his heirs and
legal representatives.
Paragraph TENTH of Registrant's Certificate of
Incorporation provides as follows:
TENTH: No director shall be personally liable to the
Corporation or any shareholder for damages for any breach of
duty as a director, except for (a) the liability of any
director if a judgment or other final adjudication adverse
to him establishes that (i) his acts or omissions were in
bad faith or involved intentional misconduct or a knowing
violation of law or (ii) he personally gained in fact a
financial profit or other advantage to which he was not
legally entitled or (iii) his acts violated Section 719 of
the New York Business Corporation Law, or (b) the liability
of any director for any act or omission prior to the
adoption of this paragraph TENTH. Any repeal or
modification of this paragraph TENTH by the shareholders of
the corporation shall not, unless otherwise required by law,
adversely affect any right or protection of a director
existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal
or modification. If the New York Business Corporation Law
is amended after approval by the shareholders of this
paragraph TENTH to authorize corporate action further
eliminating or limiting the personal liability of directors,
then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the
New York Business Corporation Law, as amended from time to
time.
Section 722 of the New York Business Corporation Law
(the "BCL") permits indemnification against judgments, fines
and amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred
as a result of legal actions or proceedings. Under Section
723 of the BCL, if a litigant is successful in the defense
of such an action or proceeding, he or she is automatically
entitled to indemnification. Otherwise, indemnification
will depend upon whether or not the director or officer has
lived up to an appropriate standard of conduct in the
performance of his or her duties.
Item 7. Exemption from Registration Claimed. Inapplicable.
Item 8. Exhibits. The exhibits listed in the Exhibit Index below
are filed as part of this Registration Statement.
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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:
(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 this Registration
Statement (or the most recent post-effective
amendment hereof) which, individually or in
the aggregate, represent a fundamental change
in the information set forth in this
Registration Statement;
(iii) To include any
material information with respect to the
plan of distribution not previously
disclosed in this Registration Statement
or any material change to such
information in this 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 by the Registrant pursuant to
section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in this 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 undersigned Registrant hereby undertakes
that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the
Registrant'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 this 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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C. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against
public policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
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 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 5th day of September, 1996.
COMPTEK RESEARCH, INC.
(Registrant)
By: /S/John J. Sciuto
John J. Sciuto
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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Power of Attorney
Each person, on so signing, also makes, constitutes and appoints John
J. Sciuto, President and Chief Executive Officer of the Company, his
true and lawful attorney-in-fact to execute on such person's
respective behalf all amendments to the Registration Statement.
Signature Title Date
President and
Chief Executive Officer
/S/John J. Sciuto (principal executive officer) September 5,1996
John J. Sciuto
Treasurer and Principal
Accounting Officer and
/S/Laura L. Benedetti Principal Financial Officer September 5,1996
Laura L. Benedetti
/S/Joseph A. Alutto Director September 5,1996
Joseph A. Alutto
/S/John R. Cummings Director September 5,1996
John R. Cummings
/S/G. Wayne Hawk Director September 5,1996
G. Wayne Hawk
/S/Patrick J. Martin Director September 5,1996
Patrick J. Martin
/S/James D. Morgan Director September 5,1996
James D. Morgan
/S/Henry P. Semmelhack Director September 5,1996
Henry P. Semmelhack
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EXHIBIT INDEX
Exhibit No. Description
___________ __________________________________________________
4.1 Restated Certificate of Incorporation.
Incorporated by reference in Exhibit 3.1 to
Registrant's Form 10-K for the fiscal year ended
March 31, 1996 (Commission file number 1-8502).
4.2 Restated By-laws. Incorporated by reference
in Exhibit 3.2 to Registrant's Annual Report on
Form 10-K for the fiscal year ended March 31, 1993
(Commission file number 1-8502).
4.3 Incorporated by reference, Comptek Research,
Inc., Proxy Statement, dated and filed on June
24, 1996. Attached to the Proxy Statement is a
copy of the "1996 Employee Stock Purchase Plan."
5 Opinion (including consent) of Christopher A.
Head, Esq., Executive Vice President and General
Counsel of Registrant, as to the legality of the
securities being registered.
24 Consent of KPMG Peat Marwick LLP.
24.1 Letter of KPMG Peat Marwick LLP with respect
to interim financial statements.
24.2 Consent of David Michael & Company, P.C.
25 Power of Attorney is included in Part II of
this Registration Statement.
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August 21, 1996 Exhibit 5
Board of Directors
Comptek Research, Inc.
2732 Transit Road
Buffalo, NY 14224
Re: Registration of Shares on Form S-8
Dear Sirs:
I have acted as counsel to Comptek Research, Inc., a New York
corporation (the "Company"), in connection with the registration of
250,000 shares of its common stock, $0.02 par value per share (the
"Shares"), pursuant to a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement").
Such Shares are to be issued under the Company's 1996 Employee Stock
Purchase Plan (the "Plan") adopted by the shareholders at the 1996
Annual Meeting.
Based upon my examination of the originals or copies of such
documents, corporate records, certificates of officers of the Company
and other instruments as I have deemed necessary and upon the laws as
presently in effect, I am of the opinion that the Shares have been
duly authorized and, when issued in accordance with the terms of the
Plan, will be legally issued by the Company and will be fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption
"Legal Matters" in the Prospectus that constitutes a part of the
Registration Statement.
Very truly yours,
/S/Christopher A. Head
Christopher A. Head
Executive Vice President
and General Counsel
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Exhibit 24
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Comptek Research, Inc.:
We consent to the incorporation by reference of our audit report dated
May 14, 1996, on the consolidated financial statements of Comptek
Research, Inc. and subsidiaries as of March 31, 1996 and 1995 and for
each of the years in the three-year period then ended and our report
on the related financial statement schedule dated May 14, 1996, and to
the reference to our firm under the heading "Experts" in the
prospectus.
/S/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Buffalo, New York
August 29, 1996
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Exhibit 24.1
LETTER OF KPMG PEAT MARWICK, LLP WITH
RESPECT TO INTERIM FINANCIAL STATEMENTS
Comptek Research, Inc.
Buffalo, New York
With respect to this registration statement, we acknowledge our
awareness of the use herein of our report dated July 22, 1996 related
to our review of interim financial information.
Pursuant to rule 436(c) under the Securities Act of 1933 (the Act),
such reports are not considered part of a registration statement
prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of sections 7 and 11 of
the Act.
Very truly yours,
/S/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Buffalo, New York
August 29, 1996
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Exhibit 24.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Comptek Research, Inc.:
We consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Experts" in this
Prospectus.
/S/David Michael & Company, P.C.
David Michael & Company, P.C.
New York, New York
August 29, 1996
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