SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 17, 1998
COMPTEK RESEARCH, INC.
___________________________________________________________
(Exact Name of Registrant as Specified in Charter)
New York 1-8502 16-0959023
____________________ _______________ ____________________
(State of Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
2732 Transit Road, Buffalo, New York 14224-2523
________________________________________ __________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number,
including area code: (716) 677-4070
___________________
Not Applicable
______________________________________________________________
(Former Name or Former Address, if Changed Since Last Year)
Item 5. OTHER EVENTS
On March 17, 1998, the registrant signed a Letter of
Intent to acquire all of the outstanding shares of PRB
Associates, Inc. ("PRB"), a privately-held company
headquartered in Hollywood, Maryland, for cash. The
acquisition is subject to the completion of due
diligence by the Registrant and the signing of a
detailed acquisition agreement. The Registrant intends
to finance the acquisition with conventional bank
borrowings secured by the assets of the Registrant and
PRB, or a combination of conventional bank borrowings
and subordinated debt. The Registrant is currently
negotiating with potential lenders.
PRB is a leader in military mission planning systems
supplied primarily to the U.S. Air Force and the U.S.
Navy. PRB currently has annualized revenues of
approximately $30 million.
A copy of the registrant's March 17, 1998, news release
regarding the signing of the Letter of Intent is
attached as an exhibit to this report.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
99 (a) News Release dated March 17, 1998, regarding
Letter of Intent to acquire PRB Associates,
Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
COMPTEK RESEARCH
Date: March 19, 1998 By: /s/ John J. Sciuto
________________ ___________________________
John J.Sciuto
Chairman, President and CEO
Exhibit 99
FOR IMMEDIATE RELEASE
Contact: Christopher A. Head Internet Address:
Executive Vice President www.comptek.com
Comptek Research, Inc.
716-677-4070
COMPTEK ANNOUNCES LETTER OF INTENT TO ACQUIRE PRB ASSOCIATES, INC.
________________
Transaction to Increase Annual Revenues by $30 Million,
And Have Immediate Positive Impact on Earnings
Buffalo, New York-(March 17, 1998) Comptek Research, Inc.
(AMEX:CTK) has signed a Letter of Intent to acquire all of the
stock of PRB Associates, Inc., for an undisclosed cash purchase
price. The transaction is subject to the completion of due
diligence and the signing of a detailed Stock Purchase Agreement.
PRB Associates, Inc., is a privately held company, headquartered
in Hollywood, Maryland, with annualized sales of approximately
$30 million. The company is recognized as a leader in military
mission planning systems which are used to automate complex
planning functions for routing, fuel, ordinance, and tactics for
the most advanced aircraft and weapons in the world. In today's
high-tech military, such systems are an essential part of
virtually every high-tech tactical weapons targeting and delivery
system. Over its twenty year history, PRB has diversified its
business base to also include significant market share in the
Command and Control and Intelligence Processing sectors.
Comptek Research, Inc., with offices and subsidiary locations in
the United States, is a domestic and international supplier of
technically advanced electronics and data communications systems
to government and industry. Comptek for the first nine months
of its fiscal year ended December 26, 1997, reported sales of
$52.8 million. Annual sales for the full fiscal year ending
March 31, 1998, are currently anticipated to be approximately $72
million. For the first three quarters of its fiscal year,
Comptek reported earnings per share of $0.35 (diluted), or $0.36
(basic), versus $0.28 (diluted and basic) for the comparable
period the previous year.
John Sciuto, Chairman, President and Chief Executive Officer of
Comptek, said, "Both Comptek and PRB are already market leaders
in niche, high-tech segments of the defense electronics industry.
The merging of these two well-established companies creates
formidable market leadership positions for Comptek in the
tactical military mission planning and operational electronic
warfare software markets. This combination will also open
additional career opportunities for the eight hundred plus
managers and employees of both companies."
"The acquisition of PRB is expected to fuel Comptek's growth to
well over $100 million in annual sales for its new fiscal year
that begins on April 1, 1998, and, consistent with our stated
acquisition criteria, is expected to be accretive to earnings per
share from day one."
Larry Schadegg, Chairman and President of PRB Associates, Inc.,
stated, "I see this transaction as an important next step in the
natural growth of PRB. The broader market penetration and access
to capital markets is sure to increase the momentum behind our
original corporate vision. Our efficient engineering processes
should increase Comptek's already strong competitive advantage.
This team will be hard to beat."
Mr. Schadegg added, "Because Comptek and PRB complement each
other so well, we will be able to merge without significantly
changing the culture and philosophy on which PRB was built. My
partners and I considered this to be a key ingredient in this
transaction."
This news release contains forward-looking statements about
Comptek's current expectations for future sales and earnings
based on current business conditions. Forward-looking statements
are subject to risks and uncertainties that could cause actual
results to differ materially. These risks and uncertainties
include Comptek's and PRB's dependence on continued funding of
U.S. Department of Defense programs. Some additional risks and
uncertainties, among others, that also need to be considered are:
the likelihood that actual future revenues that are realized may
differ from those inferred from existing total backlog; the
ability to expand sales in international markets; and the ability
to complete the acquisition of PRB Associates, Inc. without
adversely affecting Comptek's financial condition. Other risks
and uncertainties are described in Comptek's 1997 Form 10-K
Annual Report filed with the Securities and Exchange Commission.
Note: Today's news release and Comptek's news releases for
the past year are available on the Internet at
http://www.cfonews.com under the heading "Company News, Comptek
Research." Additional information about Comptek is also
available at http://www.comptek.com.
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