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)
October 13, 1998
COMPTEK RESEARCH, INC.
(Exact Name of Registrant as Specified in Charter)
New York 1-8502 16-0959023
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(State of Other (Commission File (IRS Employer
Jurisdiction of Number Identification No.)
Incorporation)
2732 Transit Road, Buffalo, New York 14224-2523
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (716) 677-4070
Not Applicable
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(Former Name or Former Address, if Changed Since Last Year)
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Item 5. OTHER EVENTS
On October 13, 1998, the Registrant signed a Letter of Intent
to acquire the business operations, assets and related
liabilities of Amherst Systems, Inc., a privately-held company
headquartered in Williamsville, New York, for an undisclosed
purchase price. The acquisition is subject to the completion
of due diligence, the signing of a definitive purchase
agreement, the obtaining of financing, and customary
regulatory approvals.
Amherst Systems produces leading-edge products for simulation
and evaluation of the electronic combat environment. Its
primary customer group is the United States Department of
Defense and related departments and agencies.
A copy of the Registrant's October 14, 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.
(a) Financial Statements. N/A
(b) Pro Forma Financial Information. N/A
(c) Exhibits. News Release dated October 14, 1998, regarding
Letter of Intent to acquire the business operations of Amherst
Systems, 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, INC.
Date: October 16,1998 By: /s/ John J. Sciuto
John J. Sciuto
Chairman, President and CEO
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Exhibit 99
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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 AMHERST SYSTEMS
________________
Transaction Expected to Increase Annual Revenues By $35 to $40 Million,
Have Positive Impact on Earnings
Fiscal Second Quarter Results to be Released on Tuesday, October 20, 1998
October 14, 1998, Buffalo, New York -- Comptek Research, Inc. (AMEX:CTK)
has signed a Letter of Intent to acquire the business operations, assets
and related liabilities of Amherst Systems, Inc. for an undisclosed
purchase price. The transaction is subject to the completion of due
diligence, the signing of a definitive purchase agreement, the obtaining
of financing, and customary regulatory approvals.
Amherst Systems, Inc., is a privately-held company, headquartered in
Buffalo, New York, with annualized sales of approximately $35 million.
Amherst Systems produces leading-edge products for simulation and
evaluation of the electronic combat environment. The company is
currently a major subcontractor on the U.S. Air Force's F-22 Aircraft
program . Amherst Systems was founded in 1975 and is well known in the
electronic combat community for its design and development of high-
quality, reliable hardware and software, and innovative processor
architectures to solve real-time application problems.
Comptek Research, Inc., with several 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 reported annual sales of $72 million
and record net income of $2.7 million for its fiscal year ended March
31, 1998. As a result of its acquisition of PRB Associates, Inc.,
completed in May 1998, annual sales for the current fiscal year ending
March 31, 1999, are expected to exceed $100 million. The planned
acquisition of Amherst Systems is expected to contribute to both sales
and earnings during the last quarter of Comptek's current fiscal year.
John J. Sciuto, Comptek's Chairman, President and Chief Executive
Officer, commented that, "The acquisition of Amherst Systems is a most
significant strategic step in achieving Comptek's well advertised
"Vision 2000" objective of market leadership in select defense-related
markets. We expect to accomplish our strategic goals through a
combination of systematically chosen internal growth initiatives and
select key acquisitions -- all intended to establish Comptek as an
industry leader in the global electronic defense market."
"The fit between Comptek and Amherst is extraordinary and should
represent enhanced career opportunities for the employees of both
companies, as well as substantial long-term shareholder value for the
shareholders of Comptek Research, Inc.," Mr. Sciuto added.
Comptek also announced that it expects to report financial results on
October 20, 1998, for its second fiscal quarter ended September 25,
1998.
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This news release contains forward-looking statements about Comptek's
current expectations for future sales and earnings based on current
business conditions and the anticipated acquisition of Amherst Systems.
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 Amherst Systems'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 the business operations and assets of
Amherst Systems without adversely affecting Comptek's financial
condition. Other risks and uncertainties are described in Comptek's
1998 Form 10-K Annual Report filed with the Securities and Exchange
Commission.
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.
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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