Registration No. 333-23877
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
AMENDMENT NO. 1
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 Juris- (IRS Employer
diction of Incorporation Identification No.)
or Organization)
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, ESQ.
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)
<PAGE 1>
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. [ ]
________________________
<PAGE 2>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed
Title of each Maximum Proposed Amount
class of Amount to Offering Maximum of
Securities to be Price per Offering Registra
be Registered Registered share(1) Price tion Fee
Common Stock,
$.02 par value 667,545 $6.00 $4,005,270 $1,214
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 March 20, 1997,
on the American Stock Exchange.
</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.
667,545 SHARES OF COMMON STOCK
Up to 667,545 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 certain shareholders of the Company (the "Selling
Shareholders"). The Shares were issued by the Company to the
Selling Shareholders, pursuant to private transactions. See
"Selling Shareholders."
Only the resale of the Shares by the Selling Shareholders is
covered by this Prospectus. Any such sales by the Selling
Shareholders 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 Shareholders 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 March 20, 1997, as reported on the American Stock
Exchange was $6.50 per share.
<PAGE 3>
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.
<PAGE 4>
The date of this Prospectus is April 2, 1997.
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 dated June 21, 1996
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;
<PAGE 5>
(3) The Company's quarterly reports dated August 8, 1996,
October 28, 1996, and February 7, 1997 on Form 10-Q for the
quarters ended June 28, 1996, September 27, 1996, and
December 27, 1996, respectively.
(4) The amendment to the Company's quarterly Form 10-Q dated
December 5, 1996 for the quarter ended June 28, 1996.
(5) The Company's report on Form 8-K dated March 22, 1996 and
Form 8-K/A dated May 14, 1996, relating to the acquisition
of Advanced Systems Development, Inc.
(6) All other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act since March 31,
1996; and
(7) 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, Esq., 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
<PAGE 6>
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. 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
and only continues to be included on the Company's balance sheet
from a historical perspective. 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. ARIA has filed a Disclosure Statement and a propose
Plan of Reorganization and amendments thereto, the Company, as a
creditor, has submitted claims against the bankruptcy estate of
ARIA. Such claims are under review and may be contested with the
Bankruptcy court. The Company continues to monitor these
Bankruptcy proceedings.
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
<PAGE 7>
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.
Investment in ARIA Wireless Systems, Inc.
In each of the four fiscal years ended March 31, 1993 through
1996, 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 reflected 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. In December 1996, ARIA filed
a Disclosure Statement and a proposed Plan of Reorganization with
the Bankruptcy Court and has subsequently amended both documents.
The Company continues to monitor these Bankruptcy proceedings.
The company, as a creditor, has submitted claims against the
bankruptcy estate of ARIA. Such claims are under review and may
be contested. 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
<PAGE 8>
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
The offering relates to the resale by certain shareholders of (i)
shares issued by the Company in consideration for the Company's
acquisition of ASDI and (ii) treasury shares sold by the Company
in a private transaction.
Shares Issued in Connection with Acquisition of ASDI
By Merger Agreement dated January 25, 1996 (the "Merger
Agreement"), the Company, through a subsidiary, acquired all of
the outstanding shares of Advanced Systems Development, Inc.
Pursuant to the Merger Agreement, the Company issued 623,862 of
the Shares being offered under this Prospectus to three of the
Selling Shareholders. The Merger Agreement provided for the
registration of such shares by the Company. The Merger also
provided the issuance to certain Selling Shareholders of
additional shares if the average closing price of the Company's
common stock drops below $5.06 for the thirty-day period
immediately preceding the later of (i) March 1, 1997, or (ii) the
effective date of the registration statement of which this
Prospectus is a part. In such event, the Company is required to
provide for the issuance and the registration of such additional
shares as are
<PAGE 9>
equal in value to the amount by which the above average price
falls below $5.06. The average closing price for the thirty-day
period immediately preceding March 1, 1997 was $6.3451.
Private Placement Shares
By Subscription Agreement dated July 9, 1996, by and between the
Company and John J. Sciuto, (the "Subscription Agreement") Mr.
Sciuto (one of the Selling Shareholders) purchased from the
Company 43,683 of the Shares. Such Shares had been previously
held in the Company's treasury account. The Subscription
Agreement provided Mr. Sciuto certain registration rights. Mr.
Sciuto is an executive officer and a director of the Company. In
addition, on April 1, 1997, Mr. Sciuto was named Chairman of the
Board of Comptek Research, Inc.
Registration Rights
Both the Merger Agreement and the Subscription Agreement provide
for certain registration rights whereby the Company is required
to provide for the registration of the Shares.
The registration statement of which this Prospectus is a part has
been filed by the Company in satisfaction of the company's
obligation to register the Shares for sale by the Selling
Shareholders pursuant to the registration rights provided under
the Merger Agreement and the Subscription Agreement.
USE OF PROCEEDS
The Company will receive no proceeds from any sales of the Shares
by the Selling Shareholders.
The Company will pay all expenses incident to the offering and
sale of the Shares to the public other than commissions and
discounts of underwriters, dealers, or agents.
PLAN OF DISTRIBUTION
The Shares being offered hereby are being offered and sold by the
Selling Shareholders for their own account. The Selling
Shareholders 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
Shareholders 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 Shareholders 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 Shareholders and/or commissions from purchasers of Shares
for whom they act as agent. The Selling Shareholders and any
broker-dealer or agent that participates in the distribution of
the Shares by the Selling Shareholders may be deemed to be
underwriters under the Securities Act, and any discounts,
<PAGE 10>
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 Shareholders. There
is no assurance, however, that the Selling Shareholders 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 Shareholders 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 Shareholders 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 Shareholders 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 SHAREHOLDERS
The following table sets forth certain information with respect
to beneficial ownership of the Company's Common Stock as of April
1, 1997, and as adjusted to reflect the sale of the Shares by the
Selling Shareholders as well as the position or office held with
the Company.
<PAGE 11>
Each of the Selling Shareholders possesses sole voting and
investment power with respect to the shares listed.
<TABLE>
<S> <C> <C> <C> <C> <C>
Number Number
of of
Shares Shares
Benefi- Benefi-
cially cially
Selling Owned Percentage Owned Percentage
Shareholders Prior to of Shares Prior to of
and Position the Shares Being the Shares
in Company Offering Outstanding Offered Offering Outstanding
Lawrence 65,117 1.25% 65,117 -0- n/a
Diamond,
Marketing
Manager,
Comptek
Federal
Systems,
Inc.(1)
Michael 254,602 4.88% 254,602 -0- n/a
Gross,
Vice
President,
Comptek
Federal
Systems,
Inc.(1)
Nichan 304,143 5.82% 304,143 -0- n/a
Tchorbajian,
Vice
President,
Comptek
Federal
Systems,
Inc.(1)
John J. 50,738 * 43,683 7,055 *
Sciuto,
Chairman,
President &
CEO
Total 674,600 12.78% 667.545 7.055 *
(1) Comptek Federal Systems, Inc. is a wholly-owned subsidiary
of the Company
(2) Based upon 5,222,343, Shares outstanding as of January 31, 1997
*Less than 1%
</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, General Counsel for the Company.
Mr. Head is an executive officer of the Company. As of April 2,
1997, Mr. Head owns less than one percent of the outstanding
shares of the Company.
<PAGE 12>
EXPERTS
The consolidated financial statements and schedule 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, 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, upon the
authority of said firm as experts in accounting and auditing.
OTHER INFORMATION
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 Shareholders. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy any
securities offered hereby 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, 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 Shareholders. The other listed expenses are payable by
the Company.
<PAGE 13>
<TABLE>
<S> <C>
Registration Fee: $ 1,214.00
Printing and Engraving $ 150.00
Fee:
Accounting Fees: $ 1,000.00
Legal Fees: $ 500.00
Miscellaneous: $ 500.00
____________
Total $ 3,364.00
============
</TABLE>
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
<PAGE 14>
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.
<PAGE 15>
Item 16. Exhibits.
5. Opinion of Christopher A. Head, counsel to the
Company.
15 Letter Regarding Unaudited Interim Financial
Information
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.
__________________
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;
<PAGE 16>
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.
<PAGE 17>
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 April 2, 1997.
COMPTEK RESEARCH, INC.
By: /s/John J. Sciuto
_________________________
John J. Sciuto, Chairman
President and Chief
Executive Officer
By: /s/Laura L. Benedetti
_________________________
Laura L. Benedetti,
Vice President - Finance
and Treasurer
<PAGE 18>
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.
Joseph A. Alutto* April 2, 1997
__________________________
Joseph A. Alutto, Director
/s/Laura L. Benedetti April 2, 1997
___________________________
Laura L. Benedetti,
Vice President - Finance
and Treasurer
John R. Cummings* April 2, 1997
___________________________
John R. Cummings, Director
G. Wayne Hawk* April 2, 1997
___________________________
G. Wayne Hawk, Director
Patrick J. Martin* April 2, 1997
___________________________
Patrick J. Martin, Director
James D. Morgan* April 2, 1997
___________________________
James D. Morgan, Director
/s/John J. Sciuto April 2, 1997
___________________________
John J. Sciuto, Chairman,
Chief Executive Officer
and Director
Henry P. Semmelhack* April 2, 1997
___________________________
Henry P. Semmelhack, Director
*By: /s/Christopher A. Head
_______________________ April 2, 1997
Christopher A. Head
Attorney-in-fact
<PAGE 19>
Exhibit Index
____________________
Number Description
5 Opinion of Christopher A. Head, counsel
to the Company.
15 Letter Regarding Unaudited Interim
Financial Information
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.
__________________
<PAGE 20>
Exhibit 5
April 1, 1997
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 667,545 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 21>
The Board of Directors
Comptek Research, Inc.:
With respect to this registration statement, we acknowledge our
awareness of the use herein of our reports dated July 22, 1996,
October 18, 1996, and January 16, 1997 related to our reviews 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
section 7 and 11 of the Act.
Very truly yours,
/S/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Buffalo, New York
March 19, 1997
<PAGE 22>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Comptek Research, Inc.:
We consent to the use of our reports 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 the related
financial statement schedule incorporated by reference herein and
to the referenced to our firm under the heading "Experts" in the
prospectus.
Buffalo, New York
March 19, 1997
<PAGE 23>
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
March 6, 1997
<PAGE 24>
