<PAGE>


      As filed with the Securities and Exchange Commission on June 21, 2001
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                               -------------------

                                  PARAVANT INC.
             (Exact name of registrant as specified in its charter)

               Florida                                   59-2209179
    (State or other jurisdiction            (I.R.S. Employer Identification No.)
  of incorporation or organization)

89 Headquarters Plaza North, Suite 1421, Morristown, New Jersey        07960
        (Address of Principal Executive Office)                      (Zip Code)

                   Paravant Inc. Employee Stock Purchase Plan
                            (Full title of the plan)
                               -------------------

                                  John C. Zisko
              Vice President, Chief Financial Officer and Treasurer
                                  Paravant Inc.
                     89 Headquarters Plaza North, Suite 1421
                          Morristown, New Jersey 07960
                     (Name and address of agent for service)
                                 (973) 631-6190
          (Telephone number, including area code, of agent for service)

                          Copies of Communications To:

                                  Tom McAleavey
                              Holland & Knight LLP
                       200 South Orange Avenue, Suite 2600
                             Orlando, Florida 32801
                                 (407) 425-8500

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                              Proposed           Proposed
            Title of                      Amount              maximum            maximum            Amount of
           securities                     to be            offering price       aggregate         registration
        to be registered              Registered(1)         per share(2)    offering price(2)          fee
------------------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>                  <C>               <C>                  <C>
Common Stock, par value $0.015            350,000              $1.60             $560,000             $140
per share
------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the employee benefit plan
described herein as the result of any future stock split, stock dividend or
similar adjustment of outstanding Common Stock. In addition, pursuant to Rule
416(c) under the Securities Act, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2)Estimated solely for the purpose of determining the registration fee and
calculated in accordance with Rule 457(h)(1) under the Securities Act based on
the average high and low sales price of the Registrant's Common Stock on June
15, 2001, as reported on The Nasdaq Stock Market's National Market System.

================================================================================







<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act.








<PAGE>

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

               (1) The Registrant's Annual Report on Form 10-KSB for the fiscal
          year ended September 30, 2000 (File No. 0-28114);

               (2) The Registrant's Quarterly Report on Form 10-Q for the
          quarterly period ended December 31, 2000 (File No. 0-28114);

               (3) The Registrant's Quarterly Report on Form 10-Q for the
          quarterly period ended March 31, 2001 (File No. 0-28114);

               (4) The Registrant's Proxy Statement for the Annual Meeting of
          Shareholders held on March 22, 2001, as filed with the Commission on
          January 26, 2001 (File No. 0-28114); and

               (5) The description of the Registrant's Common Stock contained in
          the Registrant's Registration Statement on Form SB-2 (Registration No.
          333-38279) filed with the Commission on October 20, 1997 (File No.
          0-28114).

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be part
thereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 607.0850 of the Florida Business Corporation Act permits, and
in some cases requires, the Registrant as a Florida corporation to indemnify a
director, officer, employee, or agent of the Registrant, or any person serving
at the request of the Registrant in any such capacity with respect to another
entity, against certain expenses and liabilities incurred as a party to any
proceeding, including, among others, a proceeding under the Securities Act of
1933 brought against such person by reason of the fact that such person is or
was a director, officer, employee, or agent of the Registrant or is or was
serving in such capacity with respect to another entity at the request of the
Registrant. With respect to actions other than in the right of the Registrant,
such indemnification is permitted if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and with respect to any criminal action or
proceeding, if such person had no reasonable cause to believe his or her conduct
was unlawful. Termination of any such action by judgment, order, settlement or
conviction or a plea of nolo contendere, or its equivalent shall not, of itself,
create a presumption that such person did not act in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the Registrant, or with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

         With respect to any action threatened, pending or completed in the
right of the Registrant to procure a judgment in its favor against any such
person, the Registrant may indemnify any such person against expenses

                                      II-1






<PAGE>


actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit, including the appeal thereof, if he or she
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the Registrant, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which any such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duties to the Registrant unless the
court in which the action was brought determines that despite the adjudication
of liability, but in view of all the circumstances in the case, such person is
fairly and reasonably entitled to indemnity for such expenses.

         Section 607.0850 also provides that if any such person has been
successful on the merits or otherwise in defense of any action, suit or
proceeding, whether brought in the right of the Registrant or otherwise, such
person shall be indemnified against expenses actually and reasonably incurred by
him or her in connection therewith. If any director or officer does not succeed
upon the merits or otherwise in defense of an action, suit or proceeding, then
unless pursuant to a determination made by a court, indemnification by the
Registrant shall be made only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper because
he or she has met the applicable standard of conduct. Any such determination may
be made:

               (a) By the Board of Directors by a majority vote of a quorum
          consisting of directors who are not parties to such action, suit, or
          proceeding;

               (b) If such a quorum is not obtainable or, even if obtainable, by
          a majority vote of a committee duly designated by the Board of
          Directors (in which directors who are parties may participate)
          consisting solely of two or more directors not at the time parties to
          the proceeding;

               (c) By independent legal counsel selected by the Board of
          Directors prescribed in paragraph (a) or the committee prescribed in
          paragraph (b), or if a quorum of the directors cannot be obtained for
          paragraph (a) or the committee cannot be designated under paragraph
          (b), selected by a majority vote of the full Board of Directors (in
          which directors who are parties may participate); or

               (d) By the shareholders by a majority vote of a quorum consisting
          of shareholders who were not parties to the proceeding or, if no such
          quorum is obtainable, by a majority vote of shareholders who were not
          parties to such proceeding.

         Section 607.0850 also contains a provision authorizing corporations to
purchase and maintain liability insurance on behalf of its directors and
officers. For some years the Registrant has maintained an insurance policy which
insures directors and officers of the Registrant against amounts the director or
officer is obligated to pay in respect of his legal liability, whether actual or
asserted, for any negligent act, any error, any omission or any breach of duty
which, subject to the applicable limits and terms of the policy, include
damages, judgments, settlements, costs of investigation, and costs, charges and
expenses incurred in the defense of actions, suits, or proceedings or appeals
thereto, subject to the exceptions, limitations and conditions set forth in the
policy.

         The Registrant's By-Laws contain provisions making indemnification of
the Registrant's directors and officers mandatory to the full extent permitted
by Section 607.0850, including circumstances in which indemnification is
otherwise discretionary. The By-Laws also provide for advancement of expenses of
directors and officers in connection with a proceeding for which the director or
officer it entitled to indemnity and specifically authorize the Registrant to
obtain insurance to cover directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         3(i)     Amended and Restated Articles of Incorporation (incorporated
                  by reference to Exhibit 3(i) to the Registrant's Annual Report
                  on Form 10-KSB for the fiscal year ended September 30, 1998).


                                      II-2




<PAGE>


         3(ii)    Amended and Restated By-laws (incorporated by reference to
                  Exhibit 3(ii) to the Registrant's Annual Report on Form 10-KSB
                  for the fiscal year ended September 30, 2000).

         4.3      Specimen Common Stock Certificate (incorporated by reference
                  to Exhibit 4.1 to the Registrant's Registration Statement on
                  Form SB-2 filed on May 16, 1996).

         5.1      Opinion of Holland & Knight LLP.

         23.1     Consent of KPMG LLP.

         23.2     Consent of Holland & Knight LLP appears in its opinion filed
                  as Exhibit 5.1

         24.1     Power of Attorney (included in the signature page in Part II
                  of the Registration Statement)

         99.1     Paravant Inc. Employee Stock Purchase Plan.

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i) To include any prospectus required by section
         10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
         arising after the effective date of this Registration Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in this Registration Statement;

                           (iii) To include any material information with
         respect to the plan of distribution not previously disclosed in this
         Registration Statement or any material change to such information in
         this Registration Statement.

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions (see Item 6) or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against




                                      II-3




<PAGE>


public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.


                                      II-4




<PAGE>



                                   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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Morristown, State of New Jersey, on June 20, 2001.

                                  PARAVANT INC.


                                  By:  /s/ William R. Craven
                                     -------------------------------------------
                                         William R. Craven
                                         President and Chief Executive Officer




                                      II-5




<PAGE>


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William R. Craven and John C. Zisko, or
any of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all amendments to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto each of said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully as to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
                     Signature                                        Title                            Date

<S>                                                       <C>                                     <C>
       /s/ William R. Craven                               President, Chief Executive              June 20, 2001
-----------------------------------------------------      Officer  and Director (Principal
                 William R. Craven                         Executive Officer)


       /s/ John C. Zisko                                   Vice President, Chief Financial         June 20, 2001
-----------------------------------------------------      Officer and Treasurer (Principal
                   John C. Zisko                           Financial and Accounting Officer)


       /s/ Krishan K. Joshi                                Chairman and Director                   June 8, 2001
-----------------------------------------------------
                 Krishan K. Joshi

       /s/ James E. Clifford                               Vice President of Mergers and           June 8, 2001
-----------------------------------------------------      Acquisitions, Secretary and
                 James E. Clifford                         Director


       /s/ Richard P. McNeight                             President of Paravant Computer          June 20, 2001
-----------------------------------------------------      Systems, Inc. and Director
                Richard P. McNeight

       /s/ C. Hyland Schooley                              Director                                June 8, 2001
-----------------------------------------------------
                C. Hyland Schooley

       /s/ Michael F. Maguire                              Director                                June 20, 2001
-----------------------------------------------------
                Michael F. Maguire

       /s/ John P. Singleton                               Director                                June 20, 2001
-----------------------------------------------------
                 John P. Singleton

       /s/ Paul E. Blackwell                               Director                                June 10, 2001
-----------------------------------------------------
                 Paul E. Blackwell
</TABLE>



                                      II-6




<PAGE>



<TABLE>
<CAPTION>
INDEX OF EXHIBITS

        <S>      <C>
         5.1      Opinion of Holland & Knight LLP.

         23.1     Consent of KPMG LLP.

         23.2     Consent of Holland & Knight LLP appears in its opinion filed as Exhibit 5.1

         24.1     Power of Attorney (included in the signature page in Part II of the Registration Statement)

         99.1     Paravant Inc. Employee Stock Purchase Plan.
</TABLE>

-----------------------
[{"type": "S-8", "sequence": "1", "filename": "a29929.txt", "description": "PARAVANT, INC. S-8", "secsgml_size_bytes": 22059}]
{"company-data": {"conformed-name": "PARAVANT INC", "cik": "0000944405", "assigned-sic": "3571", "irs-number": "592209179", "state-of-incorporation": "FL", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63528", "film-number": "1664710"}, "business-address": {"street1": "89 HEADQUARTERS PLZ N", "street2": "SUITE 1421", "city": "MORRISTOWN", "state": "NJ", "zip": "07960", "phone": "3217273672"}, "mail-address": {"street1": "89 HEADQUARTERS PLZ N", "city": "MORRISTOWN", "state": "NJ", "zip": "07960"}, "former-company": {"former-conformed-name": "PARAVANT COMPUTER SYSTEMS INC /FL/", "date-changed": "19950424"}}
As filed with the Securities and Exchange Commission on June 21, 2001
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                               -------------------

                                  PARAVANT INC.
             (Exact name of registrant as specified in its charter)

               Florida                                   59-2209179
    (State or other jurisdiction            (I.R.S. Employer Identification No.)
  of incorporation or organization)

89 Headquarters Plaza North, Suite 1421, Morristown, New Jersey        07960
        (Address of Principal Executive Office)                      (Zip Code)

                   Paravant Inc. Employee Stock Purchase Plan
                            (Full title of the plan)
                               -------------------

                                  John C. Zisko
              Vice President, Chief Financial Officer and Treasurer
                                  Paravant Inc.
                     89 Headquarters Plaza North, Suite 1421
                          Morristown, New Jersey 07960
                     (Name and address of agent for service)
                                 (973) 631-6190
          (Telephone number, including area code, of agent for service)

                          Copies of Communications To:

                                  Tom McAleavey
                              Holland & Knight LLP
                       200 South Orange Avenue, Suite 2600
                             Orlando, Florida 32801
                                 (407) 425-8500

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
                                                              Proposed           Proposed
            Title of                      Amount              maximum            maximum            Amount of
           securities                     to be            offering price       aggregate         registration
        to be registered              Registered(1)         per share(2)    offering price(2)          fee
------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.015            350,000              $1.60             $560,000             $140
per share
------------------------------------------------------------------------------------------------------------------
(1)Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the employee benefit plan
described herein as the result of any future stock split, stock dividend or
similar adjustment of outstanding Common Stock. In addition, pursuant to Rule
416(c) under the Securities Act, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2)Estimated solely for the purpose of determining the registration fee and
calculated in accordance with Rule 457(h)(1) under the Securities Act based on
the average high and low sales price of the Registrant's Common Stock on June
15, 2001, as reported on The Nasdaq Stock Market's National Market System.

================================================================================
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act.
PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

               (1) The Registrant's Annual Report on Form 10-KSB for the fiscal
          year ended September 30, 2000 (File No. 0-28114);

               (2) The Registrant's Quarterly Report on Form 10-Q for the
          quarterly period ended December 31, 2000 (File No. 0-28114);

               (3) The Registrant's Quarterly Report on Form 10-Q for the
          quarterly period ended March 31, 2001 (File No. 0-28114);

               (4) The Registrant's Proxy Statement for the Annual Meeting of
          Shareholders held on March 22, 2001, as filed with the Commission on
          January 26, 2001 (File No. 0-28114); and

               (5) The description of the Registrant's Common Stock contained in
          the Registrant's Registration Statement on Form SB-2 (Registration No.
          333-38279) filed with the Commission on October 20, 1997 (File No.
          0-28114).

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be part
thereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 607.0850 of the Florida Business Corporation Act permits, and
in some cases requires, the Registrant as a Florida corporation to indemnify a
director, officer, employee, or agent of the Registrant, or any person serving
at the request of the Registrant in any such capacity with respect to another
entity, against certain expenses and liabilities incurred as a party to any
proceeding, including, among others, a proceeding under the Securities Act of
1933 brought against such person by reason of the fact that such person is or
was a director, officer, employee, or agent of the Registrant or is or was
serving in such capacity with respect to another entity at the request of the
Registrant. With respect to actions other than in the right of the Registrant,
such indemnification is permitted if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and with respect to any criminal action or
proceeding, if such person had no reasonable cause to believe his or her conduct
was unlawful. Termination of any such action by judgment, order, settlement or
conviction or a plea of nolo contendere, or its equivalent shall not, of itself,
create a presumption that such person did not act in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the Registrant, or with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

         With respect to any action threatened, pending or completed in the
right of the Registrant to procure a judgment in its favor against any such
person, the Registrant may indemnify any such person against expenses

                                      II-1
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit, including the appeal thereof, if he or she
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the Registrant, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which any such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duties to the Registrant unless the
court in which the action was brought determines that despite the adjudication
of liability, but in view of all the circumstances in the case, such person is
fairly and reasonably entitled to indemnity for such expenses.

         Section 607.0850 also provides that if any such person has been
successful on the merits or otherwise in defense of any action, suit or
proceeding, whether brought in the right of the Registrant or otherwise, such
person shall be indemnified against expenses actually and reasonably incurred by
him or her in connection therewith. If any director or officer does not succeed
upon the merits or otherwise in defense of an action, suit or proceeding, then
unless pursuant to a determination made by a court, indemnification by the
Registrant shall be made only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper because
he or she has met the applicable standard of conduct. Any such determination may
be made:

               (a) By the Board of Directors by a majority vote of a quorum
          consisting of directors who are not parties to such action, suit, or
          proceeding;

               (b) If such a quorum is not obtainable or, even if obtainable, by
          a majority vote of a committee duly designated by the Board of
          Directors (in which directors who are parties may participate)
          consisting solely of two or more directors not at the time parties to
          the proceeding;

               (c) By independent legal counsel selected by the Board of
          Directors prescribed in paragraph (a) or the committee prescribed in
          paragraph (b), or if a quorum of the directors cannot be obtained for
          paragraph (a) or the committee cannot be designated under paragraph
          (b), selected by a majority vote of the full Board of Directors (in
          which directors who are parties may participate); or

               (d) By the shareholders by a majority vote of a quorum consisting
          of shareholders who were not parties to the proceeding or, if no such
          quorum is obtainable, by a majority vote of shareholders who were not
          parties to such proceeding.

         Section 607.0850 also contains a provision authorizing corporations to
purchase and maintain liability insurance on behalf of its directors and
officers. For some years the Registrant has maintained an insurance policy which
insures directors and officers of the Registrant against amounts the director or
officer is obligated to pay in respect of his legal liability, whether actual or
asserted, for any negligent act, any error, any omission or any breach of duty
which, subject to the applicable limits and terms of the policy, include
damages, judgments, settlements, costs of investigation, and costs, charges and
expenses incurred in the defense of actions, suits, or proceedings or appeals
thereto, subject to the exceptions, limitations and conditions set forth in the
policy.

         The Registrant's By-Laws contain provisions making indemnification of
the Registrant's directors and officers mandatory to the full extent permitted
by Section 607.0850, including circumstances in which indemnification is
otherwise discretionary. The By-Laws also provide for advancement of expenses of
directors and officers in connection with a proceeding for which the director or
officer it entitled to indemnity and specifically authorize the Registrant to
obtain insurance to cover directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         3(i)     Amended and Restated Articles of Incorporation (incorporated
                  by reference to Exhibit 3(i) to the Registrant's Annual Report
                  on Form 10-KSB for the fiscal year ended September 30, 1998).

                                      II-2
3(ii)    Amended and Restated By-laws (incorporated by reference to
                  Exhibit 3(ii) to the Registrant's Annual Report on Form 10-KSB
                  for the fiscal year ended September 30, 2000).

         4.3      Specimen Common Stock Certificate (incorporated by reference
                  to Exhibit 4.1 to the Registrant's Registration Statement on
                  Form SB-2 filed on May 16, 1996).

         5.1      Opinion of Holland & Knight LLP.

         23.1     Consent of KPMG LLP.

         23.2     Consent of Holland & Knight LLP appears in its opinion filed
                  as Exhibit 5.1

         24.1     Power of Attorney (included in the signature page in Part II
                  of the Registration Statement)

         99.1     Paravant Inc. Employee Stock Purchase Plan.

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i) To include any prospectus required by section
         10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
         arising after the effective date of this Registration Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in this Registration Statement;

                           (iii) To include any material information with
         respect to the plan of distribution not previously disclosed in this
         Registration Statement or any material change to such information in
         this Registration Statement.

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions (see Item 6) or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against

                                      II-3
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

                                      II-4
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Morristown, State of New Jersey, on June 20, 2001.

                                  PARAVANT INC.

                                  By:  /s/ William R. Craven
                                     -------------------------------------------
                                         William R. Craven
                                         President and Chief Executive Officer

                                      II-5
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William R. Craven and John C. Zisko, or
any of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all amendments to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto each of said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully as to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature                                        Title                            Date
/s/ William R. Craven                               President, Chief Executive              June 20, 2001
-----------------------------------------------------      Officer  and Director (Principal
                 William R. Craven                         Executive Officer)

       /s/ John C. Zisko                                   Vice President, Chief Financial         June 20, 2001
-----------------------------------------------------      Officer and Treasurer (Principal
                   John C. Zisko                           Financial and Accounting Officer)

       /s/ Krishan K. Joshi                                Chairman and Director                   June 8, 2001
-----------------------------------------------------
                 Krishan K. Joshi

       /s/ James E. Clifford                               Vice President of Mergers and           June 8, 2001
-----------------------------------------------------      Acquisitions, Secretary and
                 James E. Clifford                         Director

       /s/ Richard P. McNeight                             President of Paravant Computer          June 20, 2001
-----------------------------------------------------      Systems, Inc. and Director
                Richard P. McNeight

       /s/ C. Hyland Schooley                              Director                                June 8, 2001
-----------------------------------------------------
                C. Hyland Schooley

       /s/ Michael F. Maguire                              Director                                June 20, 2001
-----------------------------------------------------
                Michael F. Maguire

       /s/ John P. Singleton                               Director                                June 20, 2001
-----------------------------------------------------
                 John P. Singleton

       /s/ Paul E. Blackwell                               Director                                June 10, 2001
-----------------------------------------------------
                 Paul E. Blackwell
II-6
INDEX OF EXHIBITS
5.1      Opinion of Holland & Knight LLP.

         23.1     Consent of KPMG LLP.

         23.2     Consent of Holland & Knight LLP appears in its opinion filed as Exhibit 5.1

         24.1     Power of Attorney (included in the signature page in Part II of the Registration Statement)

         99.1     Paravant Inc. Employee Stock Purchase Plan.
-----------------------