File No. 33-82536
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST EFFECTIVE AMENDMENT NO. 1 TO 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)
1994 Stock Option Plan for Non-Employee Directors
________________________________________________________________
(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)
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<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(2) Price(2) Fee (3)
_____________________________________________________________________
Common Stock,
$.02 Par Value 200,000(1) $8.0937 $1,618,740 $450.00
=====================================================================
</TABLE>
(1) Initial filing covered 100,000 shares. This Amendment provides
for an additional 200,000 shares, resulting in a total amount of
300,000 shares.
(2) 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 September 21, 1999).
(3) The registration fee has been computed pursuant to Rule 457 and
applied to the 200,000 additional shares provided for in this
Amendment to Registration Statement. The registration fee for
the initial 100,000 shares was previously paid.
PRELIMINARY NOTE
This amendment is being filed as a result of an amendment to the
Comptek Research, Inc., 1994 Non-Employee Directors Stock Option Plan
approved by the shareholders of Comptek at the 1999 Annual Meeting
held on August 13, 1999. The amendment of the option plan provided
for, among other things, an increase in shares subject to the option
plan from 100,000 to 300,000.
INCORPORATION OF EARLIER REGISTRATION STATEMENT
The contents of the Registrant's earlier Registration Statement
on Form S-8 (File #33-82536), except for Item 5 included with the
amendment, are hereby incorporated by reference.
The following additional information not included in the earlier
Registration Statement is provided pursuant to Form S-8 General
Instruction E:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Names 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
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the Company. As of September 21, 1999, Mr. Head owns 12,421
shares of the Company's common stock. Additional
information concerning his stock ownership and rights with
respect to stock options is set forth in the Company
definitive Proxy Statement dated July 12, 1999.
Item 8. Exhibits.
See Exhibit Index filed herewith.
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 Amendment to 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 21st day of September, 1999.
COMPTEK RESEARCH, INC.
(Registrant)
By: /S/John J. Sciuto
John J. Sciuto
Chairman, President and
Chief Executive Officer
<PAGE 3>
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
Chairman,
President and
/s/John J. Sciuto Chief Executive Officer September 21, 1999
John J. Sciuto
Chief Financial
Officer,
Vice President and September 21, 1999
Treasurer
/s/Laura L. Benedetti
Laura L. Benedetti
/s/Joseph A. Alutto Director September 21, 1999
Joseph A. Alutto
/s/G. Wayne Hawk Director September 21, 1999
G. Wayne Hawk
/s/Patrick J. Martin Director September 21, 1999
Patrick J. Martin
/s/Wayne E. Meyer Director September 21, 1999
Wayne E. Meyer
/s/James D. Morgan Director September 21, 1999
James D. Morgan
/s/Henry P. Semmelhack Director September 21, 1999
Henry P. Semmelhack
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EXHIBIT INDEX
Exhibit No. Description Page #
4.1 1994 Stock Option Plan for Non- n/a
Employee Directors, as amended.
Incorporated by reference from
Exhibit B to Registrant's 1999
Definitive Proxy Statement dated July
12, 1999.
5 Opinion (including consent) of 6
Christopher A. Head, Esq., Executive
Vice President and General Counsel of
Registrant, as to the legality of the
securities being registered.
<PAGE 5>
Exhibit 5
September 21, 1999
Board of Directors
Comptek Research, Inc.
2732 Transit Road
Buffalo, NY 14224
Re: Comptek Research, Inc., 1994 Stock Option Plan for
Non-Employee Directors
Dear Sirs:
I have acted as counsel for Comptek Research, Inc. ("Comptek") in
connection with the registration by Comptek under the Securities Act
of 1933, as amended (the "Act"), of 300,000 shares of common stock,
par value $.02 per share, of Comptek ("Common Stock") issuable under
Comptek's 1994 Stock Option Plan for Non-Employee Directors, as
amended, (the "Plan") and subject to adjustment as provided therein,
under a registration statement on Form S-8, as amended, (the
"Registration Statement") about to be filed with the Securities and
Exchange Commission.
I have examined originals, or copies certified to my satisfaction, of
all such corporate records of Comptek, agreements and other
instruments, certificates of public officials and officers and
representatives of Comptek, and such other documents as I have deemed
necessary as a basis for the opinions hereafter expressed.
Based on the foregoing and having regard to legal considerations that
I deem relevant, I am of the opinion that, when said shares of Common
Stock have been received for said shares in accordance with the
provisions of the Plan and said shares of Common Stock have been
issued by Comptek as provided under the Plan, said shares of Common
Stock will be duly authorized, validly issued and outstanding, fully
paid and nonassessable, with no personal liability attaching to the
ownership thereof.
I hereby consent to the inclusion of this opinion in the Registration
Statement.
Very truly yours,
/s/Christopher A. Head
Christopher A. Head
Executive Vice President
and General Counsel
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