Obligation Kratos Defense & Security 7% ( US50077BAL27 ) en USD

Société émettrice Kratos Defense & Security
Prix sur le marché 100 %  ⇌ 
Pays  Etats-unis
Code ISIN  US50077BAL27 ( en USD )
Coupon 7% par an ( paiement semestriel )
Echéance 15/05/2019 - Obligation échue



Prospectus brochure de l'obligation Kratos Defense Security Solutions US50077BAL27 en USD 7%, échue


Montant Minimal 2 000 USD
Montant de l'émission 372 799 000 USD
Cusip 50077BAL2
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée Kratos Defense & Security Solutions est une entreprise américaine qui conçoit, développe et fabrique des systèmes et des technologies de défense et de sécurité pour les marchés de la défense, de la sécurité nationale et de l'aérospatiale commerciale.

L'Obligation émise par Kratos Defense & Security ( Etats-unis ) , en USD, avec le code ISIN US50077BAL27, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2019







424B3 1 a2221463z424b3.htm 424B3
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TABLE OF CONTENTS
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-198265
PROSPECTUS
Kratos Defense & Security Solutions, Inc.
Offer to Exchange all Outstanding and Unregistered
7.000% Senior Secured Notes due 2019
for
7.000% Senior Secured Notes due 2019
Which Have been Registered Under the Securities Act
This prospectus and accompanying letter of transmittal relate to our proposed offer (the "Exchange Offer") to exchange up to $625,000,000
aggregate principal amount of 7.000% senior secured notes due 2019 (the "Exchange Notes"), which are registered under the Securities Act of 1933, as
amended (the "Securities Act"), for any and all of our unregistered 7.000% senior secured notes due 2019 (the "Unregistered Notes", and together with
the Exchange Notes, the "Notes") that were issued on May 14, 2014 (the "Issue Date"). The Unregistered Notes have certain transfer restrictions. The
Exchange Notes will be freely transferable.
The principal features of the Exchange Offer are as follows:
·
You may withdraw tendered outstanding Unregistered Notes at any time prior to the expiration of the Exchange Offer.
·
We will exchange all outstanding Unregistered Notes that are validly tendered and not validly withdrawn prior to the expiration of the
Exchange Offer for an equal principal amount of Exchange Notes.
·
The terms of the Exchange Notes to be issued are substantially similar to the Unregistered Notes, except they are registered under the
Securities Act, do not have any transfer restrictions, and do not have registration rights or rights to additional interest.
·
The exchange of Unregistered Notes for Exchange Notes pursuant to the Exchange Offer will not be a taxable event for U.S. federal
income tax purposes.
·
We will not receive any proceeds from the Exchange Offer.
·
There is no public market for the Exchange Notes. We do not intend to apply for listing of the Exchange Notes on any securities
exchange or automated quotation system.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 16, 2014, UNLESS WE EXTEND
THE OFFER.
You should read the section titled "The Exchange Offer" beginning on page 19 for further information on how to exchange your Unregistered
Notes for Exchange Notes.
Please see "Risk Factors" beginning on page 9 for a discussion of certain factors you should consider in
connection with the Exchange Offer.
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Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is September 17, 2014.
Table of Contents
Each holder of an Unregistered Note wishing to accept the Exchange Offer must deliver the Unregistered Note to be exchanged, together with the
letter of transmittal that accompanies this prospectus and any other required documentation, to the exchange agent identified in this prospectus.
Alternatively, you may effect a tender of Unregistered Notes by book-entry transfer into the exchange agent's account at The Depository Trust
Company ("DTC"). All deliveries are at the risk of the holder. You can find detailed instructions concerning delivery in the section called "The
Exchange Offer" in this prospectus and in the accompanying letter of transmittal.
If you are a broker-dealer that receives Exchange Notes for your own account, you must acknowledge that you will deliver a prospectus in
connection with any resale of the Exchange Notes. The letter of transmittal accompanying this prospectus states that, by so acknowledging and by
delivering a prospectus, you will not be deemed to admit that you are an "underwriter" within the meaning of the Securities Act. You may use this
prospectus, as we may amend or supplement it in the future, for your resales of Exchange Notes. We will use commercially reasonable efforts to have
the registration statement, of which this prospectus forms a part, remain effective for a period ending on the earlier of (i) 180 days from the date on
which this registration statement is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in
connection with market-making or other trading activities. We will also amend or supplement this prospectus during this 180-day period, if requested by
one or more participating broker-dealers, in order to expedite or facilitate such resales.
TABLE OF CONTENTS


Page

ABOUT THIS PROSPECTUS

ii
INCORPORATION BY REFERENCE

iii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

iv
SUMMARY

1
RISK FACTORS

9
RATIO OF EARNINGS TO FIXED CHARGES

22
USE OF PROCEEDS

22
CAPITALIZATION

23
SELECTED HISTORICAL FINANCIAL DATA

24
SELECTED HISTORICAL QUARTERLY FINANCIAL DATA

24
THE EXCHANGE OFFER

26
DESCRIPTION OF THE EXCHANGE NOTES

36
DESCRIPTION OF CERTAIN INDEBTENDESS
102
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
103
PLAN OF DISTRIBUTION
103
LEGAL MATTERS
104
EXPERTS
104
WHERE YOU CAN FIND MORE INFORMATION
104
This prospectus incorporates important business and financial information about the Company that is not included in or delivered with
the document. See "Where You Can Find Additional Information." Copies of these documents, except for certain exhibits and schedules, will
be made available to you without charge upon written or oral request to:
Kratos Defense & Security Solutions, Inc.
4820 Eastgate Mall, Suite 200
Attention: Corporate Secretary
San Diego, CA 92121
(858) 812-7300
In order to obtain timely delivery of such materials, you must request information from us no later than five business days prior to
October 16, 2014, the date you must make your investment decision.
i
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Table of Contents
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with the Securities and Exchange Commission, referred to in this prospectus as the SEC.
You should read this prospectus together with the registration statement, the exhibits thereto and the additional information described under the heading
"Where You Can Find More Information." In making your decision to participate in the Exchange Offer, you should rely only on the information
contained in this prospectus and in the accompanying letter of transmittal. The information contained in this prospectus is not complete and may be
changed. We have not authorized anyone else to provide you with different information. We are not making an offer of any securities in any jurisdiction
where the offer is not permitted. You should not assume that the information in this prospectus or any document incorporated by reference is accurate as
of any date other than the date of the document in which such information is contained or such other date referred to in such document, regardless of the
time of any sale, exchange or issuance of a security.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual
documents for complete information. All of the summaries are qualified in their entirety by reference to the actual documents. Copies of some of the
documents referred to herein have been filed or will be filed or incorporated by reference as exhibits to the registration statement of which this
prospectus is a part, and you may obtain copies of those documents as described below in the section entitled "Where You Can Find More Information."
This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this
document. This information is available to you without charge upon written or oral request to: Kratos Defense & Security Solutions, Inc., Attention:
Investor Relations, 4820 Eastgate Mall, San Diego, California, 92121, (858) 812-7300. The Exchange Offer is expected to expire on October 16, 2014,
and you must make your exchange decision by the expiration date. To obtain timely delivery, you must request the information no later than October 8,
2014, or the date that is five business days before the expiration date of the exchange offers.
Trademarks, Trade Names and Service Marks
This prospectus may include trade names and trademarks of other companies. Our use or display of other parties' trade names, trademarks or
products is not intended to, and does not, imply a relationship with, or endorsement or sponsorship of us by, the trade names or trademark owners. All
trademarks appearing in this Prospectus not owned by us are the property of their holders.
Company References
In this prospectus, references to "we," "our," "us," "the Company" or "Kratos" mean Kratos Defense & Security Solutions, Inc. and its subsidiaries
on a consolidated basis.
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INCORPORATION BY REFERENCE
We are "incorporating by reference" information filed with the SEC into this prospectus, which means that we are disclosing important business
and financial and other information to you by referring you to those documents. Information that is incorporated by reference is an important part of this
prospectus. We incorporate by reference into this prospectus the documents listed below and any future filings made with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, and such documents form an integral part of this prospectus:
·
our annual report on Form 10-K for the year ended December 29, 2013 filed with the SEC on March 12, 2014;
·
our quarterly reports on Form 10-Q for the quarters ended March 30, 2014 and June 29, 2014 filed with the SEC on April 30, 2014 and
August 7, 2014, respectively;
·
our current reports on Form 8-K filed with the SEC on January 22, 2014, May 9, 2014 and May 15, 2014; and
·
our definitive proxy statement on Schedule 14A filed with the SEC on April 11, 2014.
Unless specifically stated to the contrary, none of the information that we disclose under Items 2.02 or 7.01 of any current report on Form 8-K that
we may from time to time furnish to the SEC or any other document or information deemed to have been furnished and not filed with the SEC will be
incorporated by reference into, or otherwise included in, this prospectus.
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Any statement contained in this prospectus or in a document (or part thereof) incorporated or considered to be incorporated by reference in this
prospectus shall be considered to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or
in any other subsequently filed document (or part thereof) that is or is considered to be incorporated by reference in this prospectus modifies or
supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any
other information set forth in the document that it modifies or supersedes. Any statement so modified or superseded shall not be considered, except as so
modified or superseded, to constitute any part of this prospectus.
Our internet address is www.kratosdefense.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K,
and amendments to those reports filed or furnished pursuant to section 13(a), 13(c), 14 or 15(d) of the Exchange Act are available free of charge through
our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission. The
information on our website and any other website that is referred to in this prospectus is not part of and is not incorporated by reference in this
prospectus.
You may obtain at no cost copies of each of our documents incorporated by reference into this prospectus (other than an exhibit to a filing unless
that exhibit is specifically incorporated by reference into that filing) by writing or telephoning at the following address: Kratos Defense & Security
Solutions, Inc., Attention: Investor Relations, 4820 Eastgate Mall, San Diego, California, 92121, (858) 812-7300. In order to receive timely delivery of
these materials, you must make your requests no later than five business days before you make your investment decision.
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Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein contain forward-looking statements. Forward-looking statements may include,
but are not limited to, statements relating to our future financial performance, the growth of the market for our products and services, expansion plans
and opportunities and statements regarding our plans, strategies and objectives for future operations. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the
negative of such terms or other comparable terminology.
Forward-looking statements reflect our current views about future events, are based on assumptions, and are subject to known and unknown risks,
uncertainties and other important factors. Many important factors could cause actual results, performance or achievements to differ materially from the
expected future results, performance or achievements expressed in or implied by our forward-looking statements, including the following:
·
our high level of indebtedness, which could impair our financial health and prevent us from fulfilling our obligations under the Exchange
Notes;
·
our ability to make interest and principal payments on our debt and satisfy the other covenants contained in the Indenture that governs
the Exchange Notes, our ABL Credit Facility and other debt agreements we have entered into or may enter into in the future;
·
general economic conditions and inflation, interest rate movements and access to capital;
·
changes or cutbacks in spending or the appropriation of funding by the U.S. Federal Government, including the risk of a prolonged
government continuing resolution or government shut down;
·
the timing, rescheduling or cancellation of significant customer contracts and agreements, or consolidation by, or the loss of, key
customers;
·
changes in the scope or timing of our projects;
·
our ability to successfully consummate acquisitions, to integrate acquired companies and to realize the benefits of our acquisitions,
including our ability to achieve anticipated opportunities and operating synergies, and accretion to reported earnings estimated to result
from acquisitions in the time frame expected by management or at all;
·
our revenue projections;
·
unfavorable results of litigation;
·
risks related to failure of our products or services;
·
the effect of competition;
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·
the Exchange Notes and the Guarantees will be effectively subordinated to any of our and our guarantors' first lien secured indebtedness
to the extent of the value of the collateral securing that indebtedness;
·
we may be unable to generate sufficient cash to service all of our indebtedness, including the Exchange Notes, and meet our other
ongoing liquidity needs and may be forced to take other actions to satisfy our obligations under our indebtedness, which may be
unsuccessful;
·
the Exchange Notes will be structurally subordinated to all liabilities of our non-guarantor subsidiaries;
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·
our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase
significantly;
·
we may be unable to repurchase Exchange Notes in the event of a change of control as required by the Indenture;
·
holders of the Exchange Notes may not be able to determine when a change of control giving rise to their right to have the Exchange
Notes repurchased has occurred following a sale of "substantially all" of our assets;;
·
an active trading market may not develop for the Exchange Notes;
·
federal and state fraudulent transfer laws may permit a court to void the Exchange Notes or any of the Guarantees, and if that occurs, you
may not receive any payments on the Exchange Notes; and
·
our credit ratings may not reflect all risks associated with an investment in the Exchange Notes.
These forward-looking statements reflect our views and assumptions only as of the date such forward-looking statements are made. Many of the
factors that will determine future results, performance or achievements are beyond our ability to control or predict, and accordingly, you should not
place undue reliance on forward-looking statements. Except as required by law, we assume no responsibility for updating any forward-looking
statements nor do we intend to do so. Our actual results, performance or achievements could differ materially from the results expressed in, or implied
by, these forward-looking statements. The risks included in this section are not exhaustive. Additional factors that could cause actual results to differ
materially from those described in the forward-looking statements are set forth under the heading "Risk Factors" beginning on page 9 of this prospectus,
and in our most recent Annual Report on Form 10-K and in our subsequent reports on Forms 10-Q and 8-K and other filings with the SEC. You should
carefully read this prospectus together with the information incorporated herein by reference as described under the heading "Where You Can Find
More Information," completely and with the understanding that our actual future results may be materially different from what we expect.
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SUMMARY
This summary highlights selected information about us, the Exchange Offer and the Exchange Notes from this prospectus and the documents
incorporated herein by reference and does not contain all of the information that you need to consider in making a decision to participate in the
Exchange Offer. To understand the Exchange Offer fully and for a more complete description of the legal terms of the Exchange Notes, you should
carefully read this entire prospectus, the accompanying letter of transmittal and the documents incorporated herein by reference, especially the risks of
investing in the Exchange Notes discussed under "Risk Factors" beginning on page 9 of this prospectus.
Our Company
We are a specialized security technology business providing mission critical products, solutions and services for domestic and international
customers, with our principal customers being national security related agencies of the U.S. Government. Our core capabilities are sophisticated
engineering, manufacturing, system integration, and test and evaluation offerings for national security platforms and programs. Our principal products
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and services are related to Command, Control, Communications, Computing, Combat Systems, Intelligence, Surveillance and Reconnaissance, or
C5ISR. We offer our customers products, solutions, services and expertise to support their mission-critical needs by leveraging our skills across our
core offering areas in C5ISR.
We design, engineer and manufacture specialized electronic components, subsystems and systems for electronic attack, electronic warfare, radar,
and missile system platforms; integrated product, software and technology solutions for satellite communications; products and solutions for unmanned
systems; products and services related to cybersecurity and cyberwarfare; products and solutions for ballistic missile defense; weapons systems trainers;
advanced network engineering and information technology services; weapons systems lifecycle support and sustainment; military weapon range
operations and technical services; and public safety, critical infrastructure security and surveillance systems. Our primary end customers are U.S.
Government agencies, including the DoD, classified agencies, intelligence agencies, other national security agencies and homeland security related
agencies. We also conduct business with local, state and foreign governments and domestic and international commercial customers. In fiscal 2011,
2012 and 2013, we generated 74%, 65% and 64%, respectively, of our total revenues from contracts with the U.S. Government (including all branches
of the U.S. military), either as a prime contractor or a subcontractor. We believe our stable customer base, strong customer relationships, intellectual
property, broad array of contract vehicles, "designed in" positions on strategic National Security platforms, large employee base possessing specialized
skills, specialized manufacturing facilities and equipment, extensive list of past performance qualifications, and significant management and operational
capabilities position us for continued growth.
Corporate Information
We were incorporated in the state of New York on December 19, 1994 and began operations in March 1995. We reincorporated in the state of
Delaware in 1997. Our principal corporate offices are located at 4820 Eastgate Mall, San Diego, California 92121, and our telephone number is
(858) 812-7300. We maintain an Internet website at www.kratosdefense.com. The information found on our Internet site is not part of this prospectus.

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Summary of the Exchange Offer
The summary below describes the principal terms and conditions of the Exchange Offer and the Exchange Notes. It does not contain all the
information that may be important to you. Some of the terms and conditions described below are subject to important limitations and exceptions.
Please refer to the sections of this prospectus entitled "The Exchange Offer" and "Description of the Exchange Notes" for more detailed descriptions of
the terms and conditions of the Exchange Offer and the terms of the Exchange Notes.
On May 14, 2014, we issued $625 million aggregate principal amount of 7.000% senior secured notes due 2019. On the same day, we and the
initial purchasers of the Unregistered Notes entered into a registration rights agreement in which we agreed that you, as a holder of Unregistered Notes,
would be entitled to exchange your Unregistered Notes for Exchange Notes registered under the Securities Act of 1933, as amended (the "Securities
Act"). This Exchange Offer is intended to satisfy these rights. After the Exchange Offer is completed, you will no longer be entitled to any registration
rights with respect to your Unregistered Notes. The Exchange Notes will be our obligations and will be entitled to the benefits of the indenture relating
to the Unregistered Notes. The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the Unregistered
Notes, except that:
·
the Exchange Notes have been registered under the Securities Act and, therefore, will contain no restrictive legends;
·
the Exchange Notes will not have registration rights; and
·
the Exchange Notes will not have rights to additional interest.
In addition, the Exchange Notes will bear a different CUSIP and ISIN number than the Unregistered Notes. The CUSIP number for the Exchange
Notes is .
The Exchange Offer
We are offering to exchange any and all of our 7.000% senior secured notes due 2019, which have
been registered under the Securities Act, for any and all of our outstanding unregistered 7.000%
senior secured notes due 2019 that were issued on May 14, 2014. As of the date of this prospectus,
$625 million in aggregate principal amount of our Unregistered Notes are outstanding.

Expiration of the Exchange Offer
The Exchange Offer will expire at 5:00 p.m., New York City time, on October 16, 2014, unless
we decide to extend the Exchange Offer.
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Conditions of the Exchange Offer
We will not be required to accept for exchange any Unregistered Notes, and may amend or
terminate the Exchange Offer if any of the following conditions or events occurs:

· the Exchange Offer or the making of any exchange by a holder of Unregistered Notes violates
applicable law or any applicable interpretation of the staff of the SEC;

· any action or proceeding shall have been instituted or threatened with respect to the Exchange
Offer which, in our reasonable judgment, would impair our ability to proceed with the
Exchange Offer; and

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· any laws, rules or regulations or applicable interpretations of the staff of the SEC are issued or
promulgated which, in our good faith determination, do not permit us to effect the Exchange
Offer.

We will give oral or written notice of any non-acceptance, amendment or termination to the
registered holders of the Unregistered Notes as promptly as practicable. We reserve the right to
waive any conditions of the Exchange Offer.

Resale of the Exchange Notes
Based on interpretative letters of the SEC staff to third parties unrelated to us, we believe that you
can resell and transfer the Exchange Notes you receive pursuant to this Exchange Offer without
compliance with the registration and prospectus delivery provisions of the Securities Act, provided
that:

· any Exchange Notes to be received by you will be acquired in the ordinary course of your
business;

· you are not engaged in, do not intend to engage in and have no arrangement or understanding
with any person to engage in, the distribution of the Unregistered Notes or Exchange Notes;

· you are not an "affiliate" (as defined in Rule 405 under the Securities Act) of ours, or, if you are
such an affiliate, you will comply with the registration and prospectus delivery requirements of
the Securities Act to the extent applicable;

· if you are a broker-dealer, you have not entered into any arrangement or understanding with us
or any of our "affiliates" to distribute the Exchange Notes; and

· you are not acting on behalf of any person or entity that could not truthfully make these
representations.

If you wish to participate in the Exchange Offer, you must represent to us that these conditions
have been met.

If you are a broker-dealer and you will receive Exchange Notes for your own account in exchange
for Unregistered Notes that were acquired as a result of market-making activities or other trading
activities, you will be required to acknowledge that you will deliver a prospectus in connection
with any resale of the Exchange Notes. See "Plan of Distribution" for a description of the
prospectus delivery obligations of broker-dealers.

Any holder of Unregistered Notes who:

· is our affiliate;

· does not acquire Exchange Notes in the ordinary course of its business; or

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· tenders its Unregistered Notes in the Exchange Offer with the intention to participate, or for the
purpose of participating, in a distribution of Exchange Notes

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cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co.
Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13,
1988), as interpreted in Shearman & Sterling (available July 2, 1993), or similar no-action letters
and, in the absence of an exemption therefrom, must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale of the new notes.

Accrued Interest on the Exchange Notes and
The Unregistered Notes accrue interest from and including May 14, 2014. The first interest
Unregistered Notes
payment on the Exchange Notes will be made on November 15, 2014. We will pay interest on the
Exchange Notes semi-annually on May 15 and November 15 of each year.

Procedures for Tendering Unregistered Notes
If you wish to participate in the Exchange Offer, you must follow the procedures established by
DTC for tendering Unregistered Notes held in book-entry form. These procedures require that
(i) the exchange agent receive, prior to the expiration date of the Exchange Offer, a computer
generated message known as an "agent's message" that is transmitted through DTC's automated
tender offer program, and (ii) DTC confirms that:

· DTC has received your instructions to exchange your Unregistered Notes; and

· you agree to be bound by the terms of the letter of transmittal.

For more information on tendering your Unregistered Notes, please refer to the section in this
prospectus entitled "The Exchange Offer--Procedures for Tendering."

Special Procedures for Beneficial Owners
If you are a beneficial owner of Unregistered Notes that are held through a broker-dealer,
commercial bank, trust company or other nominee and you wish to tender such Unregistered
Notes, you should contact the registered holder promptly and instruct them to tender your
Unregistered Notes on your behalf.

If you wish to tender on your own behalf, you must, prior to completing and executing the letter of
transmittal and delivering your Unregistered Notes, either make appropriate arrangements to
register ownership of the Unregistered Notes in your name or obtain a properly completed bond
power from the registered holder. The transfer of registered ownership may take considerable time
and may not be able to be completed prior to the expiration date.

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Guaranteed Delivery Procedures
If you wish to tender your Unregistered Notes and your Unregistered Notes are not immediately
available, or you cannot deliver your Unregistered Notes, the letter of transmittal or any other
required documents, or you cannot comply with the procedures under DTC's Automated Tender
Offer Program for transfer of book-entry interests prior to the expiration date, you must tender
your Unregistered Notes according to the guaranteed delivery procedures set forth in this
prospectus under "The Exchange Offer--Guaranteed Delivery Procedures."

Acceptance of Unregistered Notes and Delivery
Subject to customary conditions, we will accept outstanding Unregistered Notes that are properly
of Exchange Notes
tendered in the Exchange Offer and not withdrawn prior to the expiration date. The Exchange
Notes will be delivered as promptly as practicable following the expiration date.
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Withdrawal Rights
You may withdraw the tender of your Unregistered Notes at any time prior to 5:00 p.m., New
York City time, on October 16, 2014, the expiration date.

Consequences of Failure to Exchange
If you are eligible to participate in this Exchange Offer and you do not tender your Unregistered
Notes as described in this prospectus, your Unregistered Notes may continue to be subject to
transfer restrictions. As a result of the transfer restrictions and the availability of Exchange Notes,
the market for the Unregistered Notes is likely to be much less liquid than before this Exchange
Offer. The Unregistered Notes will, after this Exchange Offer, bear interest at the same rate as the
Exchange Notes. The Unregistered Notes will not retain any rights under the registration rights
agreement.

Certain United States Federal Income Tax
The exchange of the Unregistered Notes for Exchange Notes pursuant to the Exchange Offer will
Considerations
not be a taxable event for U.S. federal income tax purposes. See "Certain U.S. Federal Income Tax
Considerations."

Exchange Agent
Wilmington Trust, National Association, the trustee under the indenture, is serving as exchange
agent in connection with the Exchange Offer.

Use of Proceeds
We will not receive any proceeds from the issuance of Exchange Notes in the Exchange Offer.

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Summary Description of the Exchange Notes
The following is a brief summary of some of the terms of the Exchange Notes. For a more complete description of the terms of the Exchange Notes,
see "Description of the Exchange Notes" in this prospectus.
Issuer

Kratos Defense & Security Solutions, Inc.

Exchange Notes
$625.0 million aggregate principal amount of 7.000% Senior Secured Notes due 2019 (the
"Exchange Notes").

Interest Rate
7.000% per annum.

Maturity Date
May 15, 2019.

Interest Payment Dates
May 15 and November 15 of each year, beginning on November 15, 2014.

Guarantees
The Exchange Notes will be guaranteed on a senior basis by each of our existing and future
domestic restricted subsidiaries. See "Description of the Exchange Notes--Guarantees."

Security
The Exchange Notes and the related Guarantees will be secured by a lien on substantially all of our
and the guarantors' assets, subject to certain exceptions and permitted liens. The security interest in
such assets (other than the Notes Priority Collateral) that secure the Exchange Notes and the
related Guarantees will be junior to the liens thereon that secure our ABL Credit Facility. The
security interest in assets securing the ABL Credit Facility that consist of Notes Priority Collateral
will be junior to the liens thereon that secure the Exchange Notes and the related Guarantees.

Ranking
The Exchange Notes will be our senior obligations and will rank pari passu in right of payment
with all of our existing and future senior indebtedness and senior in right of payment with all of
our existing and future subordinated indebtedness. The Exchange Notes will be guaranteed on a
senior basis by each of our existing and future domestic restricted subsidiaries. Each Guarantee
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will rank equally in right of payment with the applicable guarantor's existing and future senior
debt and rank senior in right of payment to such guarantor's existing and future subordinated debt.
The Exchange Notes and Guarantees will be effectively junior to all of our and the guarantors'
indebtedness and obligations secured on a first priority basis, including borrowings under our ABL
Credit Facility, to the extent of the value of the assets subject to such first priority liens and
effectively senior to our and the guarantors' existing and future unsecured obligations to the extent
of the value of the collateral securing the Exchange Notes (after taking into account the obligations
secured by such assets on a first priority basis). The Exchange Notes and Guarantees will be
structurally subordinated to all liabilities of our current and future non-guarantor subsidiaries. See
"Description of the Exchange Notes--Guarantees."

6
Table of Contents
Intercreditor Agreement

Pursuant to an intercreditor agreement, the liens securing the Exchange Notes on the ABL Priority
Collateral will be second priority liens that will be expressly junior in priority to the liens on the
ABL Priority Collateral that secure obligations under our ABL Credit Facility and the liens
securing the Exchange Notes on the Notes Priority Collateral will be first priority liens that will be
expressly senior in priority to liens on the Notes Priority Collateral that secure obligations under
our ABL Credit Facility. Pursuant to the intercreditor agreement, the liens on the ABL Priority
Collateral securing the Exchange Notes may not be enforced for a 180 day "standstill" period,
which 180 day "standstill" period will not expire if the agent under the ABL Credit Facility is
pursuing remedies. See "Description of the Exchange Notes--Collateral--Intercreditor
Agreement."

Certain Covenants
The Indenture will limit, among other things, our ability and the ability of our restricted
subsidiaries to:

· incur or guarantee additional indebtedness or issue certain preferred stock;

· pay dividends or make other distributions on, or redeem or purchase, any equity interests or
make other restricted payments;

· make certain acquisitions or investments;

· create or incur certain liens;

· transfer or sell assets;

· incur restrictions on the payment of dividends or other distributions from our restricted
subsidiaries;

· enter into transactions with affiliates; and

· consummate a merger or consolidation or sell, assign, transfer, lease or otherwise dispose of all
or substantially all of our assets.

These covenants are subject to a number of important exceptions and qualifications. See
"Description of the Exchange Notes--Certain Covenants."

Form and Denomination
The Exchange Notes will be issued only in fully registered form in minimum denominations of
$2,000 and larger integral multiples of $1,000.

No Public Market
The Exchange Notes are a new issue of securities and will not be listed on any securities exchange
or included in any automated quotation system.

Risk Factors
See "Risk Factors" and the other information in this prospectus for a discussion of risk factors
related to our business.
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