As
filed with the Securities and Exchange Commission on August 13,
2009
Registration
No. 333-112956
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
S-3 REGISTRATION STATEMENT
(FILE
NO. 333-112956)
UNDER
THE SECURITIES ACT OF
1933
KRATOS
DEFENSE & SECURITY SOLUTIONS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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DELAWARE
(State
or other jurisdiction of
incorporation
or organization)
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13-3818604
(IRS
Employer
Identification
No.)
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4810
Eastgate Mall
San
Diego, CA 92121
(858)
812-7300
(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive offices)
Eric
DeMarco
President
and Chief Executive Officer
4810
Eastgate Mall
San
Diego, CA 92121
(858)
812-7300
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service of process)
Copies
to:
Scott
M. Stanton, Esq.
Morrison &
Foerster LLP
12531
High Bluff Drive, Suite 100
San
Diego, California 92130
(858) 720-5100
Approximate
date of commencement of proposed sale to public:
Not
applicable.
If the
only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. o
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. o
If this
form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. o
If this
form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. o
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.
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Large
accelerated filer ¨
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Accelerated
filer x
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Non-accelerated
filer ¨ (do not check if
a smaller reporting company)
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Smaller
reporting company ¨
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DEREGISTRATION OF
SECURITIES
Kratos
Defense & Security Solutions, Inc., a Delaware corporation (the
“Registrant”), files this Post-Effective Amendment to the following Registration
Statement on Form S-3 and hereby deregisters all securities of the Registrant
unsold under the Registration Statement:
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Registration
Statement on Form S-3, as amended (file no. 333-112956), registering
$200,000,000 plus 5,400,000 shares of common stock of the Registrant, par
value $0.001 per share, filed with the Securities and Exchange Commission
on February 19, 2004, as amended on March 19, 2004.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, California, on August 13,
2009.
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Kratos
Defense & Security Solutions, Inc.
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By:
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/s/
Eric M. DeMarco
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Eric
M. DeMarco
President
and Chief Executive Officer
(Principal
Executive Officer)
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment to the Registration Statement reflected on the cover
page of this filing has been signed by the following persons in the capacities
indicated on August 13, 2009.
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NAME
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TITLE
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DATE
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/s/
Eric M. DeMarco
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President,
Chief Executive Officer and Director
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August
13, 2009
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Eric
M. DeMarco
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/s/
Scott I. Anderson*
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Director
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August
13, 2009
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Scott
I. Anderson
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/s/
Bandel L. Carano*
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Director
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August
13, 2009
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Bandel
L. Carano
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/s/
William A. Hoglund*
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Director
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August
13, 2009
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William
A. Hoglund
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Director
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Scot
B. Jarvis
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Director
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Samuel
N. Liberatore
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*By:
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/s/
Eric M. DeMarco
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Eric
M. DeMarco
Attorney-in-Fact
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