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)
June 12, 2000
COMPTEK RESEARCH, INC.
(Exact Name of Registrant as Specified in Charter)
New York 1-8502 16-0959023
(State of Other (Commis- (IRS Employer Identification
Jurisdiction of sion File No.)
Incorporation) Number)
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)
Item 5. OTHER EVENTS
On June 12, 2000, Comptek Research, Inc., ("Comptek")
entered into an Agreement and Plan of Merger with
Northrop Grumman Corporation ("Northrop") and Yavapai
Acquisition Corp., a wholly owned subsidiary of
Northrop. A copy of the news release issued by Comptek
in regard to the transaction is attached as an exhibit
to this report.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
99 (a) News Release dated June 12, 2000.
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: June 12, 2000 By: /s/ John J. Sciuto
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John J. Sciuto
Chairman, President and CEO
Exhibit 99
For Immediate Release
Contact: Christopher A. Head
Executive Vice President
Comptek Research, Inc.
(716) 677-4070
Comptek To Be Acquired By Northrop Grumman Corporation
BUFFALO, NY, June 12, 2000, -- Comptek Research, Inc. (Amex: CTK)
announced today that it has signed a definitive agreement with Northrop
Grumman Corporation (NYSE : NOC) to be acquired by Northrop Grumman in a
tax-free stock for stock exchange.
The amount of Northrop Grumman stock to be received by Comptek
shareholders shall be determined by dividing $20.75 by the average
closing price on the New York Stock Exchange for Northrop Grumman common
stock during the 20 trading days ending two business days prior to the
effective date of Northrop Grumman registration statement.
In no event will the exchange ratio be more than 0.2804:1 or less than
0.2470:1. Should the average closing price of Northrop Grumman common
stock be less than $74.00 per share during this 20-day period, Comptek
has the right to terminate the transaction, subject to Northrop
Grumman's discretionary right to enhance the exchange ratio so that
Comptek shareholders receive a minimum value of $20.75 per Comptek
share.
John J. Sciuto, chairman, president, and chief executive officer of
Comptek Research, Inc., said, "We have a long-standing and successful
history with Northrop Grumman. We have been their partner on several
key electronic warfare programs for the U. S. Navy and U. S. Air Force
over the last 20 years. I believe this union to be an excellent
strategic fit for Northrop Grumman, as well as representing significant
value for Comptek's shareholders, and greatly expanded career
opportunities for Comptek's 1,200 employees."
Comptek's financial results have been consistently uptrending for the
last four years, culminating in a record fiscal year that concluded on
March 31, 2000. Comptek reported sales of $145.4 million and net income
of $5.3 million, or $0.83 per diluted share. Current contract backlog
is in excess of $160 million.
Comptek Research, Inc., with subsidiary locations in the United States
and Canada, is a domestic and international supplier of technically
advanced electronics and data communications systems to government and
industry.
CIBC World Markets acted as financial advisor to Comptek in connection
with this transaction.
Closing of the merger is expected to occur within 60 days.
This news release contains forward-looking statements about Comptek's
current expectations for future growth and business opportunities 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 dependence
on continued funding of U.S. Department of Defense programs and the
likelihood that actual future revenues that are realized may differ from
those inferred from existing backlog or orders. Other risks and
uncertainties are described in Comptek's 1999 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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