File No. 333-
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)
1998 Equity Incentive Stock 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)
<PAGE 1>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price Offering Fee (2)
Per Share (1) Price (1)
- ---------------------------------------------------------------------
Common Stock,
$.02 Par Value 350,000 $8.1875 $2,865,625 $846
=====================================================================
</TABLE>
(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 31, 1998).
(2) The registration fee has been computed pursuant to Rule 457.
INTRODUCTION
At the Annual Meeting of Shareholders of Comptek Research, Inc. (the
"Company") held on July 24, 1998, the Shareholders approved the 1998
Equity Incentive Stock Plan, (the "Plan"). This Registration
Statement is filed in furtherance of the offering of shares under the
Plan to employees of the Company.
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, 1998;
(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, 1998; and
<PAGE 2>
(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.
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. Mr. Head is also a shareholder.
As of August 31, 1998, Mr. Head beneficially owned less than
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
29, 1998.
<PAGE 3>
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 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
<PAGE 4>
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.
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.
<PAGE 5>
(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.
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.
<PAGE 6>
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 31st day of August, 1998.
COMPTEK RESEARCH, INC.
(Registrant)
By: /s/John J. Sciuto
---------------------------
John J. Sciuto
Chairman, President, and
Chief Executive Officer
<PAGE 7>
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.
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
___________________ _____________ ________________
Chairman,
President and August 31, 1998
Chief Executive
/s/John J. Sciuto Officer
------------------
John J. Sciuto
Vice President
/s/ Laura L. Benedetti - Finance August 31, 1998
----------------------- and Treasurer
Laura L Benedetti
/s/Joseph A. Alutto Director August 31, 1998
-----------------------
Joseph A. Alutto
/s/John R. Cummings Director August 31, 1998
-----------------------
John R. Cummings
/s/G. Wayne Hawk Director August 31, 1998
-----------------------
G. Wayne Hawk
/s/Patrick J. Martin Director August 31, 1998
-----------------------
Patrick J. Martin
/s/James D. Morgan Director August 31, 1998
-----------------------
James D. Morgan
/s/Henry P. Semmelhack Director August 31, 1998
-----------------------
Henry P. Semmelhack
<PAGE 8>
EXHIBIT INDEX
Exhibit No. Description
___________ ______________________________________________________
4 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).
4.1 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, 1998 (Commission
file number 1-8502).
4.2 Incorporated by reference, Comptek Research,
Inc., Proxy Statement, dated and filed on June 29,
1998. Attached to the Proxy Statement is a copy of the
"1998 Equity Incentive Stock 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.
23 Consent of KPMG Peat Marwick LLP, Independent
Auditors.
23.1 Consent of Deloitte & Touche, LLP,
Independent Auditors
<PAGE 9>
August 31, 1998 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
350,000 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 1998 Equity Incentive
Stock Plan (the "Plan") adopted by the shareholders at the 1998 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
<PAGE 10>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Comptek Research, Inc.:
We consent to the incorporation by reference in the registration
statement to be filed on Form S-8 of Comptek Research, Inc. of our
reports dated May 14, 1998, relating to the consolidated balance
sheets of Comptek Research, Inc. and subsidiaries as of March 31, 1998
and 1997, and the related consolidated statements of earnings,
shareholders' equity, and cash flows for each of the years in the
three-year period ended March 31, 1998, and related schedule, which
reports appear in, or are incorporated by reference into, the March
31, 1998 annual report on Form 10-K of Comptek Research, Inc.
/S/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Buffalo, New York
August 27, 1998
<PAGE 11>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the INCORPORATION BY REFERENCE IN THIS Registration
Statement of Comptek Research, Inc. on Form S-8 of our report dated
March 27, 1998, appearing in the Annual Report on Form 10-K of Comptek
Research, Inc. for the year ended March 31, 1998.
/Deloitte & Touche, LLP
McLean, Virginia
August 31, 1998
<PAGE 12>
