TO: ALL HOLDERS OF KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (F/K/A WIRELESS FACILITIES, INC.) ("KRATOS") CAPITAL STOCK AS OF JANUARY 5, 2010 ("CURRENT KRATOS STOCKHOLDERS").
SAN DIEGO, Feb 05, 2010 /PRNewswire via COMTEX News Network/ -- YOU ARE HEREBY NOTIFIED, that the parties to the above derivative action and the stockholder derivative action styled In re Wireless Facilities, Inc. Derivative Litigation, GIC 834253, currently pending in the Superior Court of the State of California, County of San Diego (the "Derivative Actions") have entered into a Stipulation and Agreement of Settlement of Derivative Claims (the "Stipulation") to resolve the issues raised by the Derivative Actions (the "Settlement").
PLEASE BE FURTHER ADVISED that pursuant to an Order of the United States District Court for the Southern District of California (the "Court"), a hearing (the "Settlement Hearing") shall be held before this Court on March 29, 2010 at 2:30 p.m. or as soon thereafter as counsel may be heard in the courtroom of the Honorable John A. Houston of the United States District Court for the Southern District of California, 940 Front Street, San Diego, CA 92101 to determine: (i) whether the proposed Settlement of the litigation as set forth in the Stipulation, should be approved in all respects as fair, just, reasonable, and adequate to, and in the best interests of, Kratos, Kratos Stockholders, and Plaintiffs; (ii) whether the Final Judgment and Order of Dismissal approving the Settlement should be entered; and (iii) whether the agreed-to Fees and Expenses Payment should be awarded to Plaintiffs' Counsel. The Court may adjourn or continue the Settlement Hearing without further notice to Current Kratos Stockholders.
If you are a Kratos Stockholder, your rights to pursue certain derivative claims on behalf of Kratos may be affected by this Settlement.
A detailed Notice of Pendency and Settlement of Derivative Actions describing the Derivative Actions, the proposed Settlement, and the rights of Kratos Stockholders with regard to the Settlement was published as a Company Current Report on Form 8-K on February 5, 2010, and was filed with the United States Securities and Exchange Commission (the "SEC") on that date. If you are a Kratos Stockholder and wish to receive a copy of the detailed Notice, you may obtain a copy by referring to the SEC's website at www.sec.gov. You may also find information concerning the Settlement, including a copy of the Stipulation and the Notice, at the website of Robbins Umeda LLP at www.robbinsumeda.com and at the Company's website at www.kratosdefense.com.
A Current Kratos Stockholder wishing to assert an objection to the Settlement should, no later than March 15, 2010:
(i) file with the Clerk of the Court a written objection to
the Settlement setting forth: (a) the nature of the
objection; (b) proof of ownership of Kratos capital stock
through the date of the Settlement Hearing, including the
number of shares of Kratos capital stock and the date of
purchase; and (c) any documentation in support of such
objection; and
(ii) if a Current Kratos Stockholder intends to appear and
requests to be heard at the Settlement Hearing, such
stockholder must, in addition to the requirements of
subsection (i) above, file with the Clerk of the Court: (a)
written notice of such stockholder's intention to appear; (b)
a statement that indicates the basis for such appearance;
and (c) the identities of any witnesses the stockholder
intends to call at the Settlement Hearing and the subjects of
their testimony; and
(iii) if a Current Kratos Stockholder files a written
objection and/or written notice of intent to appear, such
stockholder must also simultaneously serve copies of such
notice, proof, statement and documentation, together with
copies of any other papers or briefs such stockholder files
with the Court (either by hand delivery or by first class
mail) upon each of the following:
CLERK
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF CALIFORNIA
940 Front Street,
San Diego, CA 92101
ROBBINS UMEDA LLP
BRIAN J. ROBBINS
KEVIN A. SEELY
REBECCA A. PETERSON
DAVID L. MARTIN
600 B Street, Suite 1900
San Diego, CA 92101
FARUQI & FARUQI, LLP
NADEEM FARUQI
DAVID H. LEVENTHAL
369 Lexington Avenue, 10th Floor
New York, NY 10017
Co-Lead Counsel for Plaintiffs
Morrison & Foerster LLP
SEAN T. PROSSER
TYSON E. MARSHALL
12531 High Bluff Drive, Suite 100
San Diego, CA 92130
Attorneys for Nominal Defendant WIRELESS FACILITIES, INC.; Individual
Defendants THOMAS A. MUNRO, DANIEL STOKELY, ERIC DEMARCO, DAVID A.
GARRISON, FRANKIE FARJOOD, DAVID LEE, WILLIAM A. OWENS, BANDEL
CARANO, JAMES R. EDWARDS, SCOTT FOX, DEANNA H. LUND, ANDREW M.
LEITCH, LAURA SIEGAL, NAOMI D. WHITACRE, GEORGE WOZENCRAFT, and
WILLIAM MAZILLY; and Specially Appearing Defendants FARZAD GHASSEMI,
GREGORY JACOBSEN, SCOTT I. ANDERSON, SCOT JARVIS, and WILLIAM
HOGLUND
Any Current Kratos Stockholder who does not timely make his, her, or its objection to the Settlement shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness, reasonableness, or adequacy of the proposed Settlement, and shall otherwise be bound by the judgments to be entered on the releases given.
PLEASE DO NOT TELEPHONE THE COURT OR KRATOS REGARDING THIS NOTICE
SOURCE Kratos Defense & Security Solutions, Inc.
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