As filed with the Securities and Exchange Commission on December 17, 2010

 

Registration No. 333-              

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

KRATOS DEFENSE & SECURITY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

 

4820 Eastgate Mall

San Diego, California 92121

 (Address of Principal Executive Offices)(Zip Code)

 

 

IntegCom Corp. 1999 Incentive Stock Option Plan

Diversified Security Solutions, Inc. 2002 Stock Option Plan

Henry Bros. Electronics, Inc. 2006 Stock Option Plan

Henry Bros. Electronics, Inc. 2007 Stock Option Plan

 (Full titles of the plans)

 

 

Deanna H. Lund

Executive Vice President and Chief Financial Officer

Kratos Defense & Security Solutions, Inc.

4820 Eastgate Mall

San Diego, California 92121

(Name and address of agent for service)

 

 (858) 812-7300

(Telephone number, including area code, of agent for service)

 

 

Copy to:

 

Deyan Spiridonov, Esq.

Paul, Hastings, Janofsky & Walker LLP

4747 Executive Drive, 12th Floor

San Diego, California  92121

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  o		Accelerated filer  x
Non-accelerated filer (Do not check if a smaller reporting company)  o		Smaller reporting company  o

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered(1)(2)		Amount to be registered (3)		Proposed maximum offering price per share(4)			Proposed maximum aggregate offering price			Amount of registration fee
IntegCom Corp. 1999 Incentive Stock Option Plan   Common Stock, par value $0.001 per share		92,117		$	3.56		$	327,936.52		$	23.38
Diversified Security Solutions, Inc. 2002 Stock Option Plan   Common Stock, par value $0.001 per share		17,050		$	5.21		$	88,830.50		$	6.33
Henry Bros. Electronics, Inc. 2006 Stock Option Plan   Common Stock, par value $0.001 per share		128,069		$	3.39		$	434,153.91		$	30.96
Henry Bros. Electronics, Inc. 2007 Stock Option Plan   Common Stock, par value $0.001 per share		128,840		$	3.51		$	452,228.40		$	32.24

(1)             Pursuant to an Agreement and Plan of Merger, made and entered into as of October 5, 2010 (the “Merger Agreement”), by and among Kratos Defense & Security Solutions, Inc., a Delaware corporation (the “Registrant”), Hammer Acquisition Inc., a Delaware corporation and wholly owned subsidiary of the Registrant, and Henry Bros. Electronics, Inc., a Delaware corporation (“HBE”), as amended, the Registrant assumed all of the outstanding options to purchase stock of HBE issued pursuant to the plans listed below (the “HBE Plans”).  Pursuant to the terms of the Merger Agreement, all of the options issued under the HBE Plans were converted into the right to receive shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”).

 

(2)                Each share of Common Stock includes a right to purchase one one-hundredth of a share of Series C Preferred Stock of the Registrant, par value $0.001 per share, under certain circumstances.

 

(3)                Pursuant to Rule 416(a), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that may be offered or issued in connection with any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

 

(4)                Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the “Securities Act”), the price per share and aggregate offering price are based upon the weighted average exercise price of the outstanding options under each HBE Plan.

 

 

 

INTRODUCTORY NOTE

 

                On December 15, 2010, the Registrant completed the previously announced merger (the “Merger”) of Hammer Acquisition Inc., a wholly owned subsidiary of the Registrant, with and into HBE, whereby HBE became a wholly owned subsidiary of the Registrant.  Upon the completion of the Merger, each option to purchase HBE common stock that was outstanding and unexercised immediately prior to such time (each, an “HBE Option”), was converted into and became an option to purchase Common Stock of the Registrant and the Registrant assumed each HBE Option in accordance with the terms (as in effect as of the date of the Merger Agreement) of the applicable HBE Plan and the option agreement pursuant to which such HBE Option was granted.

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

                The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act.  Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.  Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.        Incorporation of Documents by Reference.

 

                The following documents filed with the Commission by the Registrant are incorporated by reference in this Registration Statement:

 

(a)           The Registrant’s latest annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), containing audited financial statements for the Registrant’s fiscal year ended December 27, 2009 as filed with the Commission on March 11, 2010;

 

(b)           The Registrant’s quarterly reports on Form 10-Q for its fiscal quarter ended March 28, 2010, filed with the Commission on April 29, 2010; its fiscal quarter ended June 27, 2010, filed with the Commission on August 6, 2010; and its fiscal quarter ended September 26, 2010, filed with the Commission on November 5, 2010;

 

(c)           The Registrant’s current reports on Form 8-K, filed with the Commission on January 7, 2010, February 5, 2010, March 8, 2010, March 10, 2010, April 12, 2010, April 29, 2010, May 17, 2010, May 25, 2010, August 5, 2010, October 7, 2010, November 4, 2010, November 15, 2010, November 30, 2010 and December 16, 2010;

 

(d)           The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed under Section 12(g) of the Exchange Act on September 3, 1999, including any subsequent amendment or report filed for the purpose of amending such description; and

 

(e)           The description of the Registrant’s purchase rights for Series C Preferred Stock, par value $0.001 per share, contained in the Registrant’s Registration Statement on Form 8-A filed under Section 12(g) of the Exchange Act on December 17, 2004, including any subsequent amendment or report filed for the purpose of amending such description.

 

                All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 4.        Description of Securities.

 

                Not applicable.

 

Item 5.        Interests of Named Experts and Counsel.

 

                Not applicable.

 

Item 6.        Indemnification of Directors and Officers.

 

                Section 145 of the Delaware General Corporation Law authorizes a court to award or a corporation’s board of directors to grant indemnification to directors and officers on terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act.  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.  The Registrant’s amended and restated bylaws provide for indemnification of its directors, officers, employees and agents to the maximum extent permitted by the Delaware General Corporation Law. The Registrant’s amended and restated certificate of incorporation provides that the liability of its directors for monetary damages shall be eliminated to the fullest extent permitted under applicable law.  The Registrant has entered into indemnification agreements with its officers and directors and it maintains directors and officers liability insurance.

 

Item 7.        Exemption From Registration Claimed.

 

                Not applicable.

 

Item 8.        Exhibits.

 

                The following is a list of exhibits filed as part of this Registration Statement, which are incorporated herein:

 

Exhibit No.		Description
4.1		IntegCom Corp. 1999 Incentive Stock Option Plan and form of Incentive Stock Option Agreement.
4.2		Diversified Security Solutions, Inc. 2002 Stock Option Plan and forms of Stock Option Agreements.
4.3		Henry Bros. Electronics, Inc. 2006 Stock Option Plan and form of Stock Option Agreement.
4.4		Henry Bros. Electronics, Inc. 2007 Stock Option Plan and form of Stock Option Agreement.
5.1		Opinion of Paul, Hastings, Janofsky & Walker LLP.
23.1		Consent of Independent Registered Public Accounting Firm.
23.2		Consent of Paul, Hastings, Janofsky & Walker LLP (contained in Exhibit 5.1 to this Registration Statement).
24.1		Power of Attorney (contained on the signature pages of this Registration Statement).

 

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 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;

 

(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.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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 Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2)           That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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.

 

(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, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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.

 

(h)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of the 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 and will be governed by the final adjudication of such issue.

 

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SIGNATURES

 

                Pursuant to the requirements of the Securities Act, 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 San Diego, State of California, on this 17th day of December, 2010.

 

 

	KRATOS DEFENSE & SECURITY SOLUTIONS, INC.
	By:	/s/ Eric M. DeMarco
		Eric M. DeMarco
		President and Chief Executive Officer

 

 

POWER OF ATTORNEY

 

                KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Eric M. DeMarco and Deanna H. Lund his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

 

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

 

 

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EXHIBIT INDEX

 

Exhibit No.		Description
4.1		IntegCom Corp. 1999 Incentive Stock Option Plan and form of Incentive Stock Option Agreement.
4.2		Diversified Security Solutions, Inc. 2002 Stock Option Plan and forms of Stock Option Agreements.
4.3		Henry Bros. Electronics, Inc. 2006 Stock Option Plan and form of Stock Option Agreement.
4.4		Henry Bros. Electronics, Inc. 2007 Stock Option Plan and form of Stock Option Agreement.
5.1		Opinion of Paul, Hastings, Janofsky & Walker LLP.
23.1		Consent of Independent Registered Public Accounting Firm.
23.2		Consent of Paul, Hastings, Janofsky & Walker LLP (contained in Exhibit 5.1 to this Registration Statement).
24.1		Power of Attorney (contained on the signature pages of this Registration Statement).

 

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