View:
Download DOC
Download PDF
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Goodwin Ben
(Last) (First) (Middle)
13123 CAMINITO POINT
(Street)
DEL MAR CA 92014
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/28/2008 		3. Issuer Name and Ticker or Trading Symbol
KRATOS DEFENSE & SECURITY SOLUTIONS, INC. [ KTOS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
President, Public Safety Seg.
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 131,054(1) I Goodwin Trust
Common Stock(1) 5,507 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Note(2) 02/16/2006 02/16/2009 Common Stock 131,054 2.86 I Goodwin Trust
Explanation of Responses:
1. Common stock of Issuer issued to reporting person in exchange for shares of SYS surrendered by reporting person in connection with Issuer's acquisition of SYS on June 28, 2008 at an exchange rate of 1.2582 shares of Issuer's common stock for each share of SYS common stock.
2. Convertible Note assumed by Issuer in connection with its acquisition of SYS on June 28, 2008.
Benjamin m. Goodwin, by Matthew G. Colvin, Attorney-In-Fact 07/07/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY
             For Section 16(a) Securities and Exchange Act of 1934 Filings


   Know all by these presents that the undersigned hereby constitutes and
appoints Matthew G. Colvin, the undersigned's true and lawful
attorney-in-fact to:

    1) Do and perform all acts for and on behalf the undersigned which may be
       necessary or desirable to apply for and obtain and maintain EDGAR
       Access Codes to be used on behalf of the undersigned for Electronic
       Filing of all Section 16(a) Securities and Exchange Act of 1934
       filings.
    2) Execute for and on behalf of the undersigned, in the undersigned's
       capacity as an officer of Kratos Defense & Security Solutions, Inc.
       (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a)
       of the Securities Exchange Act of 1934 and the rules thereunder;
    3) Do and perform any and all acts for and on behalf of the undersigned
       which may be necessary or desirable to complete the execution of any
       such Form 3, 4 or 5, complete and execute any amendment or amendments
       thereto, and timely file such form with the United States Securities
       and Exchange Commission and any other authority; and
    4) Take any other action of any type whatsoever in connection with the
       foregoing which, in the opinion of such attorney-in-fact, may be of
       benefit to, or in the best interest of, or legally required by, the
       undersigned, it being understood that the documents executed by such
       attorney-in-fact on behalf of the undersigned pursuant to this Power
       of Attorney shall be in such form and shall contain such terms and
       conditions as such attorney-in-fact may approve in such attorney-
       in-fact's discretion.

   The undersigned hereby grants to each such attorney-in-fact, full power
and authority to do and perform all and every act and thing whatsoever
requisite,necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorney's-in-fact,
in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.


   This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney's-in-fact.


   IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 7th day of July 2008.




				/s/ Benjamin M. Goodwin


Subscribed and sworn to before me on this 7th day of July, 2008

State of California		)
				) ss.
County of San Diego		)

                                                  /s/ Lisa Mcguire
Notary Public Seal			          Signature of Notary Public
Graphic of Notary Public Seal
Lisa Mcguire
Commission #1712286
Notary Public - California
San Diego County
Commission Expires Jan. 20, 2011