<PAGE>
Registration No. 33 - ____________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_________________________
COMPTEK RESEARCH, INC.
_________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 16-0959023
_______________________________ ___________________
(State or other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
2732 TRANSIT ROAD
BUFFALO, NEW YORK 14224-2523
(716) 677-4070
_________________________________________________________________
(Address, including zip code, and telephone number, including
area code of Registrant's Principal Executive Offices)
_________________________
CHRISTOPHER A. HEAD, ESQUIRE
COMPTEK RESEARCH, INC.
2732 TRANSIT ROAD
BUFFALO, NEW YORK 14224-2523
(716) 677-4070
_________________________________________________________________
(Address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration
Statement, as determined by the Selling Shareholder based upon
market conditions and other factors.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of this Prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
_________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed
Title of each Maximum Proposed
class of Amount to Offering Maximum
Securities to be Price per Offering Amount of
be Registered Registered share(1) Price Registra-
tion Fee
______________________________________________________________
Common Stock,
$.02 par value 49,221 $5.50 $259,887 $100.00(2)
per share
_______________________
1 Estimated solely for the purpose of determining the registration
fee pursuant to Rule 457 based upon the average of the high and low
sales price of Registrant's Common Stock on June 25, 1996, on the
American Stock Exchange.
2 Minimum Registration Fee.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
PROSPECTUS
COMPTEK RESEARCH, INC.
49,221 SHARES OF COMMON STOCK
Up to 49,221 shares (the "Shares") of Comptek Research, Inc. (the
"Company") common stock, par value $.02 per share (the "Common
Stock"), may be offered from time to time under this Prospectus
by a shareholder of the Company (the "Selling Shareholder"). The
Shares were issued by the Company to the Selling Shareholder,
pursuant to a private transaction. See "Selling Shareholder."
Only the resale of the Shares by the Selling Shareholder is
covered by this Prospectus. Any such sales by the Selling
Shareholder may be in one or more transactions to be executed on
the American Stock Exchange, on any other exchange on which the
Common Stock may be traded or in the over-the-counter market at
prices prevailing at the times of such sales or in private sales
at prices related to the prevailing market prices or at
negotiated prices. See "Plan of Distribution."
There is no assurance that the Selling Shareholder will sell any
or all of the Shares. The Common Stock is traded on the American
Stock Exchange. The last reported sale price of the Common
Stock, on June 25, 1996, as reported on the American Stock
Exchange was $5.50 per share.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE
MATTERS SET FORTH UNDER THE CAPTION "CERTAIN RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED NOR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 25, 1996.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act")
and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, DC 20549, and at the Commission's
Regional Offices located at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and Seven
World Trade Center, New York, New York 10048. Copies of such
materials can be obtained from the Public Reference Section of
the Commission, 450 Fifth Street, N.W. , Washington, DC 20549, at
prescribed rates.
The Company's Common Stock is listed on the American Stock
Exchange and reports, proxy statements and other information
concerning the Company can be inspected and copied at the offices
of the American Stock Exchange, 86 Trinity Place, New York, NY
10006.
The Company has filed with the Commission a Registration
Statement under the Securities Act of 1933, as amended, (the
"Securities Act") with respect to the Common Stock being offered
by this Prospectus. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain
portions of which have been omitted as permitted by the rules and
regulations of the Commission. Statements contained in this
Prospectus concerning any contract or other document filed with
or incorporated by reference in the Registration Statement are
not necessarily complete, each statement being qualified in all
respects by such reference. For further information regarding
the Company and the Common Stock, reference is made to the
Registration Statement, including the documents and exhibits
filed or incorporated as a part thereof, which may be inspected
without charge at the office of the Commission at 450 Fifth
Street, N.W., Washington, DC 20549, payment of the fees
prescribed by the Commission.
The following documents filed by the Company with the Commission
(File No. 1-8502) are incorporated herein by reference:
(1) The Company's annual report on Form 10-K for the fiscal year
ended March 31, 1996;
(2) The Company's Definitive Proxy Statement dated June 24, 1996
for the Annual Meeting of Shareholders held on July 26,
1996;
(3) The Company's Form 8-K dated March 22, 1996, and Form 8-K/A
dated May 14, 1996.
(4) All other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act since March 31,
1996; and
(5) The description of the Company's Common Stock contained in
the Company's registration statement on Form 8-A effective
under Section 12(b) of the Exchange Act on July 1, 1987.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the termination of the offering made herein, shall be deemed to
be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated, or deemed to be
incorporated, in this Prospectus by reference shall be deemed to
be modified or superseded for the purpose of this Prospectus to
the extent that a statement contained in this Prospectus or in
any other subsequently filed document which also is, or is deemed
to be, incorporated in this Prospectus by reference modifies or
replaces such statement.
The Company will provide without charge to each person, including
any beneficial owner, to whom this Prospectus is delivered, upon
the written or oral request of such person, a copy of any and all
information that has been incorporated by reference in this
Prospectus (but no including exhibits to the information that is
incorporated by reference in the information that this Prospectus
incorporates), each such request to be addressed as follows:
Christopher A. Head, Esquire, Comptek Research, Inc., 2732
Transit Road, Buffalo, New York 14224-2523, (716) 677-4070.
THE COMPANY
Comptek Research, Inc., a New York corporation (the "Company"),
maintains its principal executive offices at 2732 Transit Road,
Buffalo, New York 14224. The Company's telephone number is (716)
677-4070.
The Company is primarily engaged in furnishing computer
technology related products and services used in information
evaluation and data communications. Historically and at the
present time, the Company, through its wholly owned subsidiary,
Comptek Federal Systems, Inc. ("CFS") designs and develops
dedicated systems software and provides technical support for
tactical systems, under prime contracts and subcontracts, for the
U. S. Navy and U. S. Air Force. These systems provide management
information and implement offensive and defensive responses in
combat situations. CFS also builds command, control,
communications and intelligence (C3I) systems. In addition, CFS
designs and develops shipboard and airborne electronic warfare
systems and software for defensive military applications.
During fiscal 1992 through 1995, the Company, primarily through
its wholly owned subsidiary, Comptek Telecommunications, Inc.
("CTI"), designed, developed, and manufactured wireless data
communications systems that provide seamlessly integrated,
complete wireless solutions for business-critical communications.
Effective May 31, 1995, the Company transferred substantially all
of the assets and liabilities of CTI to ARIA Wireless Systems,
Inc. ("ARIA") in exchange for common and preferred shares of
ARIA. In return for the contribution of assets, the Company and
its subsidiaries received: 4,900 shares of ARIA's Class A voting
common stock (representing 49% of the outstanding voting common
stock); 1,853 shares of ARIA's Series CR-I preferred stock with a
15% cumulative dividend, a $1,000 per share liquidation
preference, and a mandatory redemption feature whereby the
Company, as holder of the shares, may require ARIA to redeem the
shares at the earlier of five year or an initial public offering
of ARIA's stock; 48,951 shares of ARIA's Series CR-II preferred
stock with no preferred dividend or mandatory redemption feature,
but with a $101.52 per share liquidation preference and
convertible, at the option of the holder, into 4,895,100 shares
of Class B limited-voting common stock. During the third quarter
of fiscal year 1996, the Company initiated an intensive review of
its investment in ARIA. As a result of this review and financial
difficulties encountered by ARIA, the Company's investment in
ARIA was written down to zero. On April 30, 1996, ARIA filed a
voluntary petition in the United States Bankruptcy Court pursuant
to Chapter 11 of the Bankruptcy Code to reorganize the
corporation.
On March 7, 1996, the Company completed the acquisition of
Advanced Systems Development, Inc. ("ASDI"), a privately held
supplier of simulation, training, and software validation systems
related to electronic warfare for domestic and international
markets. ASDI recorded sales of approximately $14 million for
its fiscal year ended September 30, 1995.
CERTAIN RISK FACTORS
Each investor should carefully examine this entire Prospectus and
should give particular attention to the following risk factors.
Government Contracting
Historically in excess of 85% of the Company's revenues had been
attributable to contracts with departments and agencies of the
United States Government. The majority of the Company's U.S.
Government contracts (including both prime and subcontracts) are
multi-year contracts which result from a competitive bidding
process. As a contractor and subcontractor to the U.S.
Government, the Company is subject to various laws and
regulations that are more restrictive than those applicable to
non-government contractors. Government contracts contain
provisions permitting termination at any time at the convenience
of the Government upon payment to the contractor of costs
incurred plus a profit related to the work performed to date of
termination. All of the Company's contracts contain these
provisions. The Company, as a government contractor, is subject
to various statutes and regulations governing defense contracts
generally, certain of which carry substantial penalty provisions,
including denial of future government contracts. The Company's
books and records are subject to audit by the Defense Contract
Audit Agency (DCAA), an arm of the United States Department of
Defense. The DCAA has the right to challenge the Company's cost
estimates or allocations with respect to any such contract. DCAA
audits are routine in the defense contracting industry, and the
Company has been subject to such audits from time to time. The
DCAA has completed audits of the Company's indirect cost
allocations through fiscal year 1993. No DCAA audit has resulted
in any material adverse adjustments to the Company's financial
statements.
Investment in ARIA Wireless Systems, Inc.
In each of the last four fiscal years, the Company sustained
losses in its commercial systems and services segment primarily
due to activities in the area of wireless data communications.
During such period, the Company also recorded losses from its
equity-investee associated with activities in wireless data
communications. Effective May 31, 1995, the Company in
conjunction with other investors completed a transaction to form
and capitalize a new entity known as ARIA Wireless Systems, Inc.
As a result of this transaction and the Company's subsequent
investments in ARIA, as of September 29, 1995, the Company's
balance sheet reflects an investment in ARIA of $7.1 million of
the Company's total assets of $20.2 million. The Company fully
wrote-down its ARIA investment as of the end of the third
quarter. On April 30, 1996, ARIA filed a voluntary petition in
the United States Bankruptcy Court pursuant to Chapter 11 of the
Bankruptcy Code. The resolution of issues related to ARIA may
result in a substantial diversion of management time and possibly
other Company resources.
Product Development
In each of the fiscal years ended March 31, 1995, 1994, and 1993
the Company substantially increased its spending in the area of
product research and development in an effort to develop new
products and product enhancements. The majority of this spending
was for wireless data communication products, which have been
transferred to ARIA. As a result of its transfer of the business
operations of CTI to ARIA, the Company will no longer be engaging
in R&D spending for wireless data products.
Although the Company's overall spending for R&D has decreased in
the fiscal year ended March 31, 1996, as a result of the business
transfer to ARIA, the Company has increased R&D spending on
military related products. There can be no assurance that such
R&D spending will result in future product sales or improved
profit margins on sales of existing product.
International Sales
The Company has recently placed greater emphasis on international
sales and has increased marketing expenses in order to compete in
international markets. On March 7, 1996, the Company completed
the acquisition of Advanced Systems Development, Inc. ("ASDI").
For its fiscal year ended September 30, 1995, ASDI recorded sales
of $13.7 million. Approximately 70% of these sales were to
foreign customers. In addition to the uncertainty as to the
Company's ability, and the ability of ASDI, to maintain and
expand an international presence, there are certain risks
inherent in doing business on an international level, such as
unexpected changes in regulatory requirements, problems and
delays in collecting accounts receivable, tariffs and other trade
barriers, difficulties in staffing and managing foreign
operations, longer payment cycles and political instability. In
addition, effective patent, copyright, and trade secret
protection may be limited or unavailable under the laws of
certain foreign jurisdictions. There can be no assurance that
one or more of such factors will not have a material adverse
effect on the Company's business, operating results, and
financial condition.
Acquisition Strategy
The Company's acquisition of ASDI is part of a business
development strategy which place emphasis on both internally and
externally generated sales growth in niche markets. While there
are currently no commitments with respect to any significant
future acquisitions, management frequently evaluates the
strategic opportunities available to it and, in the near-term or
long-term future, expects to pursue acquisitions of additional
complementary products, technologies or businesses. Such
acquisitions by the Company may result in the diversion of
management's attention from the day-to-day operations of the
Company's business and may include numerous other risks,
including difficulties in the integration of the operations and
products, integration and retention of personnel of the acquired
companies and certain financial risks. Future acquisitions by
the Company may result in dilutive issuances of equity
securities, the incurrence of additional debt, reduction of
existing cash balances, amortization expenses related to goodwill
and other intangible assets and other charges to operations that
may materially adversely affect the Company's business, financial
conditions or operating results if performance is below
expectations.
THE OFFERING
By Subscription Agreements dated June 29, 1995, and January 19,
1996, the Selling Shareholder acquired from the Company an
aggregate of 49,221 shares of the Company's common stock in two
private transactions. Such Shares had been previously held in
the Company's treasury account.
The Subscription Agreements between the Company and the Selling
Shareholder provide the Selling Shareholder with certain
registration rights. The registration statement of which this
Prospectus is a part has been filed by the Company in
satisfaction of the Company's obligations to register the Shares
for sale by the Selling Shareholder pursuant to the registration
rights provided under such Agreements.
USE OF PROCEEDS
The Company will receive no proceeds from any sales of the Shares
by the Selling Shareholder.
The Selling Shareholder will pay all fees incurred by the Company
in connection with registering the Shares for sale under the
Securities Act. The Company will pay all expenses incurred by
the Company in the preparation of the Registration Statement.
PLAN OF DISTRIBUTION
The Shares being offered hereby are being offered and sold by the
Selling Shareholder for its own account. The Selling Shareholder
may sell Shares in any of the following ways: (i) through
dealers; (ii) through agents; or (iii) directly to one or more
purchasers. The distribution of the Shares by the Selling
Shareholder may be effected from time to time in one or more
transactions made on the American Stock Exchange or in negotiated
transactions at market prices prevailing at the time of the sale,
at prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholder may effect such
transactions by selling Shares to or through broker-dealers,
including broker-dealers who are market makers in the Company's
Common Stock, and such broker-dealers may receive compensation in
the form of discounts, commissions, or concessions from the
Selling Shareholder and/or commissions from purchasers of Shares
for whom they act as agent. The Selling Shareholder and any
broker-dealer or agent that participates in the distribution of
the Shares by the Selling Shareholder may be deemed to be
underwriters under the Securities Act, and any discounts,
commissions, or concessions received by any such broker-dealers
or agents may be deemed to be underwriting discounts and
commissions under the Securities Act. Any or all of the Shares
may be sold from time to time by the Selling Shareholder. The
Selling Shareholder intends to sell all of the Shares being
offered. There is no assurance, however, that the Selling
Shareholder will sell any or all of the Shares offered hereby.
A supplement to this Prospectus will be filed, if required,
pursuant to Rule 424 under the Securities Act, disclosing (a) the
name of the participating broker-dealer(s); (b) the number of
Shares involved; (c) the price at which such Shares were sold;
(d) the commissions paid or discounts or concessions allowed to
such broker-dealer(s), where applicable; and (e) other facts
material to the transaction.
The Selling Shareholder will pay the fees for registration of the
Shares under the Securities Act and the fees and expenses of any
counsel retained by it in connection with this offering. Except
for the payment of such legal fees and expenses, registration
fees, commissions and discounts, the Company will bear all other
costs, expenses and fees incident to the registration and offer
for sale of the Shares to the public.
The Selling Shareholder may agree to indemnify and agent, dealer
or broker-dealer that participates in transactions involving
sales of the Shares against certain liabilities, including
liabilities arising under the Securities Act. The Company and
the Selling Shareholder have agreed to indemnify each other and
certain other persons against certain liabilities in connection
with the offering of the Shares, including liabilities arising
under the Securities Act.
SELLING SHAREHOLDER
The following table sets forth certain information with respect
to beneficial ownership of the Company's Common Stock as of June
25, 1996, and as adjusted to reflect the sale of the Shares by
the Selling Shareholder.
The Selling Shareholder own less than 1% of the Company's
outstanding Common Stock as of the date of this Prospectus. The
Selling Shareholder possesses sole voting and investment power
with respect to the shares listed. The Selling Shareholder holds
no position or office with the Company. The Selling Shareholder
is one of four shareholders of ARIA Wireless Systems, Inc., and
holds approximately 19% of the common stock of ARIA authorized to
vote for directors. The Company is also a shareholder of ARIA
and owns approximately 49% of the common stock of ARIA.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number of Shares
Beneficially Number of Shares
Selling Owned Prior to Shares Being Benefically Owned
Shareholder the Offering (1) Offered (1) After the Offering(1)
___________________________________________________________________
Rand Capital 49,221 49,221 -0-
Corporation
(1) The Selling Shareholder owns less then 1% of the Company's
outstanding Common Stock as of the date of the Prospectus, and it
intends to sell all of the Shares being offered.
</TABLE>
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Company's Common Stock
is American Stock Transfer and Trust Company.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed
upon by Christopher A. Head, Esquire, General Counsel for the
Company. Mr. Head is an executive officer of the Company and
beneficially owns 9,861 shares of the Company's Common Stock and
options to purchase 66,290 shares of the Common Stock at prices
ranging from $3.25 to $16.00.
EXPERTS
The consolidated financial statements and schedules of the
Company as of March 31, 1996 and 1995, and for each of the years
in the three-year period ended March 31, 1996, have been
incorporated by reference herein and in the registration
statement in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts
in accounting and auditing.
With respect to the acquisition of ASDI the financial statements
for ASDI for the year ended September 30, 1995 and 1994 have been
incorporated by reference herein and in the registration
statement in reliance upon the reports of David Michael and
Company, P.C., independent certified public accountants,
incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
No dealer, salesman or other person has been authorized to give
any information or to make any representations not contained in
this Prospectus in connection with the offer contained herein,
and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company or
Selling Shareholder. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy any
securities offered hereby Stock in any jurisdiction to any person
to whom it is no lawful to make any such offer or solicitation in
such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall, Common Stock under any
circumstances, create an implication that there has been no
change in the affairs of the Company since the date hereof or
that this information contained herein is correct as of any time
subsequent to its date.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth estimated expenses in connection
with the issuance and distribution of the securities being
registered. All amounts shown are estimates, except for the SEC
registration fee. The SEC registration Fee is being paid by the
Selling Shareholder. The other listed expenses are payable by
the Company.
Registration Fee: $ 100.00
Printing and Engraving Fee: $ 150.00
Accounting Fees: $ 1,000.00
Legal Fees: $ 500.00
Miscellaneous: $ 500.00
_____________
Total $ 2,250.00
Item 15. Indemnification of Directors and Officers.
Article IX. of the Company's By-laws provides as follows:
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 reasonable 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 judgements, 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 pleas 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 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 the Company'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 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 16. Exhibits.
5. Opinion of Christopher A. Head, counsel to the
Company.
23.1 Consent of Christopher A. Head (included in
Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of David Michael & Company, P.C.
24. Power of Attorney (see signature page)
_________________________
Item 17. Undertakings
I. Rule 415 Offering. 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 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. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b), in the
aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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 (i)
and (ii) above 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 pursuant to this registration statement, 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.
II. Filings Incorporating Subsequent Exchange Act Documents by
Reference.
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
pursuant to this registration statement, and the offering of
such securities at that time shall be deemed to be the
initial bona fide offering thereof.
III. Acceleration of Effectiveness - Indemnification Undertaking.
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 provisions described under Item 15 above, 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
that 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 the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Buffalo,
New York on June 25, 1996.
COMPTEK RESEARCH, INC.
By: /S/John J. Sciuto
________________________
John J. Sciuto
President and Chief
Executive Officer
By: /S/ Laura L. Benedetti
________________________
Laura L. Benedetti,
Treasurer and
Principal Accounting
Officer
POWER OR ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Christopher A.
Head, his true and lawful attorney-in-fact and agent, with full
power of substitution and re-substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-
in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated.
/S/Joseph A. Alutto June 25, 1996
_________________________
Joseph A. Alutto, Director
/S/Laura L. Benedetti June 25, 1996
_________________________
Laura L. Benedetti,
Treasurer and Principal Accounting Officer
Principal Financial Officer
/S/John R. Cummings June 25, 1996
_________________________
John R. Cummings, Chairman of the Board
/S/G. Wayne Hawk June 25, 1996
_________________________
G. Wayne Hawk, Director
/S/Patrick J. Martin June 25, 1996
_________________________
Patrick J. Martin, Director
/S/James D. Morgan June 25, 1996
_________________________
James D. Morgan, Director
/S/John J. Sciuto June 25, 1996
_________________________
John J. Sciuto, Chief Executive Officer
and Director
/S/Henry P. Semmelhack June 25, 1996
_________________________
Henry P. Semmelhack, Director
<PAGE>
Exhibit Index
____________________
Number Description
5 Opinion of Christopher A. Head, counsel
to the Company.
23.1 Consent of Christopher A. Head,
(included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick, L.L.P.
23.3 Consent of David Michael & Company, P.C.
24. Power of Attorney (see signature page)
<PAGE>
June 25, 1996 Exhibit 5
Board of Directors
Comptek Research, Inc.
2732 Transit Road
Buffalo, NY 14224
Re: Registration of Shares on Form S-3
Dear Sirs:
I have acted as counsel to Comptek Research, Inc., a New York
corporation (the "Company"), in connection with the registration
of 49,221 presently outstanding shares of its common stock, $0.02
par value per share (the "Shares"), pursuant to a Registration
Statement on Form S-3 under the Securities Act of 1933, as
amended (the "Registration Statement").
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 legally issued by the
Company and are 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
<PAGE>
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, 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
June 27, 1996
<PAGE>
DAVID MICHAEL & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
SEVEN PENN PLAZA
NEW YORK, NY 10001
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
June 21, 1996
