SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
Amendment No. 1
to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMPTEK RESEARCH, INC.
(Exact name of the Registrant as specified in its charter)
New York 16-0959023
- ---------------------------- ------------------------
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
2732 Transit Road, Buffalo, New York 14224-2523
- -----------------------------------------------------------
(Address of principal executive offices)(Zip Code)
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A(c), please check the following
box. [X]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A(d), please check the following
box. [ ]
Securities Act registration statement file number to which this
form relates, if applicable: ______________
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class to be Which Each Class is to be
so Registered Registered
------------------------ -------------------------
Common Stock American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE 1>
EXPLANATORY NOTE
We are filing this amendment to Form 8-A, filed on July 1,
1987, in order to update the description of our common stock. On
April 16, 1999, our Board of Directors adopted a shareholders
rights plan. On August 13, 1999, our shareholders approved an
increase in the authorized common shares to 20 million from 10
million.
Item 1. Description of Common Stock
Our certificate of incorporation authorizes us to issue,
without stockholder approval, up to 20,000,000 shares of common
stock.
Each holder of our common stock is entitled to one vote per
share held of record on each matter submitted to stockholders.
Cumulative voting for the election of directors is not permitted,
and the holders of a majority of shares voting for the election
of directors can elect all members of the Board of Directors
standing for election each year.
Subject to the rights of the holders of our preferred stock,
if any, holders of record of shares of our common stock are
entitled to receive, ratably, dividends when and if declared by
the Board of Directors out of funds legally available for
dividends. In the event of a voluntary or involuntary winding up
or dissolution, liquidation or partial liquidation, holders of
the common stock are entitled to participate ratably in any
distribution of our assets, subject to the rights of our
creditors and the holders of our preferred stock, if any.
Holders of the common stock have no conversion, redemption
or preemptive rights. All outstanding shares of the common stock
are validly issued, fully paid and non assessable.
Our certificate of Incorporation provides for a Board of
Directors consisting of not less than six persons divided into
classes of at least three directors serving staggered terms. We
currently have eight directors divided into two classes of four
directors each serving staggered two-year terms. The Certificate
of Incorporation also requires the affirmative vote of 80% of the
then outstanding voting shares for certain business combination
transactions.
On April 16, 1999, our Board of Directors adopted a
shareholders rights plan. Our Board of Directors at that time
declared a dividend of one preferred-share-purchase-right,
generally referred to as a "right," on each share of common
stock. The rights dividend was issued to each shareholder of
record as of April 30, 1999. The description and terms of the
rights are set forth in a rights agreement between us and
American Stock Transfer & Trust Company, as rights agent. The
shareholder rights plan and related rights agreement were filed
as an exhibit to our Current Report on Form 8-K filed with the
SEC on April 19, 1999.
Each right entitles shareholders to buy one-hundredth of a
share of Series A Junior Participating Preferred Stock at an
initial exercise price of $45. Upon exercise, the right holder
will be entitled to receive common stock having a value equal to
two times the purchase price of the right. The rights will be
exercisable if a person or group acquires beneficial ownership of
20% or more of our outstanding common stock, or begins a tender
or exchange offer for 20% or more of the common stock. In
addition, the rights will be exercisable if an "adverse person,"
as determined by the directors, acquires beneficial ownership of
10% or more of our outstanding common stock.
<PAGE 2>
Until a triggering event, the rights attach to and trade
with the shares of our common stock. No separate rights
certificate will be issued until an event triggering the exercise
of the rights occurs.
If any person becomes the beneficial owner of 20% or more of
Comptek's common stock -- except through an offer which the Board
of Directors determines to be fair -- and the Board does not
redeem the rights within 10 days, or a 10% holder is determined
by the directors to be an "adverse person," then each right not
owned by such "adverse person" will then enable its holder to
purchase, at the right's then-current exercise price, common
stock of the other entity having a value of twice the rights
exercise price.
Under certain circumstances, if we are acquired in a merger
or similar transaction with another person, or sells more than
50% of our assets, earning power or cash flow to another entity,
each right that has not previously been exercised will entitle
its holder to purchase, at the right's then-current exercise
price, common stock of such other entity having a value of twice
the right's exercise price.
The rights will expire on April 29, 2009, unless redeemed by
us at an earlier date. We will generally be entitled to redeem
the rights at one cent per right at any time until 10 days
following a public announcement that a 20% position has been
acquired. The time limit may be extended by the directors.
The provisions of our Certificate of Incorporation on the
classification of the Board of Directors, preferred stock and
voting requirements for certain business combinations may have
the effect of delaying, deferring or preventing a change in
control of Comptek.
The rights also have certain anti-takeover effects. The
rights will cause substantial dilution to a person or group that
attempts to acquire Comptek on terms not approved by our Board of
Directors, except pursuant to any offer conditioned on a
substantial number of rights being acquired. The rights should
not interfere with any merger or other business combination
approved by the Board of Directors since the rights may be
redeemed by us prior to the time that a person or group has
acquired beneficial ownership of 20% or more of the common
shares.
Item 2. Exhibits
4. Form of Rights Agreement, dated as of April 16,
1999, between Comptek Research, Inc. and American
Stock Transfer & Trust Company, as Rights Agent
6.1 Amendment to Certificate of Incorporation
<PAGE 3>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: September 27, 1999
COMPTEK RESEARCH, INC.
By: /s/John Sciuto
John J. Sciuto, Chairman,
President, and Chief
Executive Officer
<PAGE 4>
EXHIBIT INDEX
Exhibit
No. Description Page No.
- -------- ---------------------------------------- ----------
4.1 Form of Rights Agreement dated as of n/a
April 16, 1999, between Comptek
Research, Inc. and American Stock
Transfer & Trust Company, as Rights
Agent (incorporated herein from exhibit
attached to Comptek Form 8-K Report
dated April 16, 1999)
6.1 Amendment to Certificate of 6
Incorporation
<PAGE 5>
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
COMPTEK RESEARCH, INC.
Under Section 805 of the Business Corporation Law
of the State of New York
Christopher A. Head, Esq.
General Counsel
Comptek Research, Inc.
2732 Transit Road
Buffalo, NY 14224
(716) 677-4070
<PAGE 6>
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
COMPTEK RESEARCH, INC.
Under Section 805 of the Business Corporation Law
of the State of New York
We, the undersigned, John J. Sciuto, Chairman, President and
Chief Executive Officer, and Christopher A. Head, Secretary, of
Comptek Research, Inc., a corporation organized and existing
under the laws of the State of New York, in accordance with the
provisions of Section 104 of the Business Corporation Law of the
State of New York, DO HEREBY CERTIFY:
1. The name of the corporation is Comptek Research, Inc.
(hereinafter called the "Corporation").
2. The Certificate of Incorporation was filed in the
office of the Secretary of State on November 14, 1968, amended on
August 11, 1969, changed on July 7, 1981, restated on May 18,
1983, amended on July 28, 1986, amended on August 5, 1988, and
further amended on April 23, 1999.
3. The Certificate of Incorporation of the Corporation, as
amended heretofore, is further amended to increase in the number
of authorized shares of common stock, par value $.02 per share,
to 20,000,000 from 10,000,000.
4. To accomplish the foregoing amendment, Paragraph FOURTH
of the Certificate of Incorporation is deleted in its entirety,
and the following paragraph substituted therefor:
FOURTH: The total number of shares of stock that the Corporation
is authorized to issue is 23,000,000, of which 20,000,000 shares
shall be designated Common Shares, par value $0.02 per share, and
3,000,000 shares shall be designated Preferred Shares, par value
$0.01 per share. The relative rights, preferences and
limitations of the shares of each class are as follows:
(A) The Preferred Shares authorized hereby may be issued
(i) in such series and with such voting powers, full or limited,
or no voting powers, and such designations, preferences and
relative, participating, optional or other special rights, and
with such qualifications, limitations or restrictions thereon, as
the Board of Directors shall fix by resolution, and (ii) in such
number of shares in each series as the Board of Directors, by
resolution or resolutions, shall fix; provided that the aggregate
number of all Preferred Shares issued does not exceed the number
of Preferred Shares authorized hereby.
<PAGE 7>
(B) Holders of Common Shares shall be entitled to such
dividend, liquidation and voting rights and such other rights and
privileges as are provided by the Business Corporation Law,
subject to the rights of holders of Preferred Shares issued
pursuant to the provisions of paragraph (A) above.
5. The manner in which the foregoing amendment of the
Certificate of Incorporation was authorized is as follows:
By the affirmative vote of a majority of all outstanding
shares entitled to vote at a Meeting of Shareholders held on
August 13, 1999, subsequent to the affirmative vote of a majority
of the Board of Directors at Meeting of the Board of Directors
held on May 24, 1999.
Date: August 26, 1999
/s/John J. Sciuto
John J. Sciuto
Chairman, President and
Chief Executive Officer
/s/Christopher A. Head
Christopher A. Head
Secretary
\agr\arti-inc.899
<PAGE 8>
