UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
|
KRATOS
DEFENSE & SECURITY SOLUTIONS, INC.
|
|
(Exact
Name of Registrant as Specified in its
Charter)
|
|
Delaware
|
13-3818604
|
|
|
(State
of Incorporation or Organization)
|
(I.R.S.
Employer Identification No.)
|
|
4810
Eastgate Mall
San
Diego, CA
|
92121
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Securities
to be registered pursuant to Section 12(b) of the Act:
|
Title
of each class
to
be so registered
|
Name
of each exchange on which
each
class is to be registered
|
|
|
Preferred
Stock Purchase Rights
|
The
NASDAQ Stock Market
|
|
If
this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. þ
|
If
this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. o
|
Securities
Act registration statement file number to which this form
relates: Not Applicable
Securities
to be registered pursuant to Section 12(g) of the Act:
|
Not
Applicable
|
|
(Title
of Class)
|
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
ITEM
1. Description of Registrant’s Securities to Be
Registered.
The
description of the preferred share purchase rights of Kratos Defense &
Security Solutions, Inc. (the “Registrant”) to be registered hereunder is set
forth under the caption entitled “Description of Securities to be Registered” in
the Registrant’s Registration Statement on Form 8-A (File No. 000-27231) filed
with the Securities and Exchange Commission on December 17, 2004, which
description is incorporated herein by reference. Such description of the
preferred share purchase rights is modified as set forth below:
Effect
of Reverse Split on Rights
Effective
at 11:59 p.m., Eastern Time, on September 10, 2009, the Registrant
effected a 1-for-10 reverse stock split of its common
stock. Pursuant to Section 11(p) of the Rights Agreement,
following the effective time of the reverse stock split, the number of Rights
associated with each share of the Registrant’s common stock shall be
proportionately adjusted so that each share of common stock shall be associated
with ten (10) Rights.
ITEM
2. Exhibits.
|
Exhibit
|
Description
|
|
|
3.1
|
Certificate
of Designation of the Series C Preferred Stock of the Registrant (filed as
Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed December
17, 2004, and incorporated herein by reference)
|
|
|
4.1
|
Rights
Agreement, dated as of December 16, 2004, between the Registrant and Wells
Fargo Bank, N.A., including the form of Rights Certificate, the
Summary of Rights and the Certificate of Designation of the Series C
Preferred Stock of Wireless Facilities, Inc. (filed as Exhibit 4.1 to the
Registrant’s Current Report on Form 8-K filed December 17, 2004, and
incorporated herein by reference)
|
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
|
KRATOS
DEFENSE & SECURITY SOLUTIONS, INC.
|
||
|
Date:
September 14, 2009
|
||
|
By:
|
/s/
Deanna H. Lund
|
|
|
Deanna
H. Lund
Executive
Vice President and Chief Financial
Officer
|
||