SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 8)1

 

Kratos Defense and Security Solutions, Inc. (formerly Wireless Facilities, Inc.)

(Name of Issuer)

Common Stock Par Value $0.001

(Title of Class of Securities)

97653A103

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 


1The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Oak Investment Partners VI, Limited Partnership

06-1412578

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

Delaware

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

14,828 Shares of Common Stock

 

6.

Shared Voting Power

Not applicable

 

7.

Sole Dispositive Power

14,828 Shares of Common Stock

 

8.

Shared Dispositive Power

 

Not applicable

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

14,828 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

Less than 0.1%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

PN

 

 

 

2



 

 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Oak Associates VI, LLC

06-1412579

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

Delaware

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

Not applicable

 

6.

Shared Voting Power

14,828 Shares of Common Stock

 

7.

Sole Dispositive Power

Not applicable

 

8.

Shared Dispositive Power

 

14,828 Shares of Common Stock

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

14,828 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

Less than 0.1%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

OO-LLC

 

 

 

3



 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Oak VI Affiliates Fund, Limited Partnership

06-1414970

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

Delaware

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

346 Shares of Common Stock

 

6.

Shared Voting Power

Not applicable

 

7.

Sole Dispositive Power

346 Shares of Common Stock

 

8.

Shared Dispositive Power

 

Not applicable

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

346 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

Less than 0.1%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

PN

 

 

 

4



 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Oak VI Affiliates, LLC

06-1414968

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

Delaware

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

Not applicable

 

6.

Shared Voting Power

346 Shares of Common Stock

 

7.

Sole Dispositive Power

Not applicable

 

8.

Shared Dispositive Power

 

346 Shares of Common Stock

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

346 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

Less than 0.1%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

OO-LLC

 

 

 

5



 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Oak Investment Partners IX, Limited Partnership

06-1556218

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

Delaware

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

1,402,084 Shares of Common Stock

 

6.

Shared Voting Power

Not applicable

 

7.

Sole Dispositive Power

1,402,084 Shares of Common Stock

 

8.

Shared Dispositive Power

 

Not applicable

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

1,402,084 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

1.9%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

PN

 

 

 

6



 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Oak Associates IX, LLC

06-1556230

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

Delaware

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

Not applicable

 

6.

Shared Voting Power

1,402,084 Shares of Common Stock

 

7.

Sole Dispositive Power

Not applicable

 

8.

Shared Dispositive Power

 

1,402,084 Shares of Common Stock

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

1,402,084 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

1.9%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

OO-LLC

 

 

 

7



 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Oak IX Affiliates Fund - A, Limited Partnership

06-1571899

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

Delaware

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

33,655 Shares of Common Stock

 

6.

Shared Voting Power

Not applicable

 

7.

Sole Dispositive Power

33,655 Shares of Common Stock

 

8.

Shared Dispositive Power

 

Not applicable

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

33,655 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

Less than 0.1%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

PN

 

 

 

8



 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Oak IX Affiliates Fund, Limited Partnership

06-1556229

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

Delaware

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

14,942 Shares of Common Stock

 

6.

Shared Voting Power

Not applicable

 

7.

Sole Dispositive Power

14,942 Shares of Common Stock

 

8.

Shared Dispositive Power

 

Not applicable

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

14,942 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

Less than 0.1%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

PN

 

 

 

9



 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Oak IX Affiliates, LLC

06-1556233

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

Delaware

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

Not applicable

 

6.

Shared Voting Power

48,597 Shares of Common Stock

 

7.

Sole Dispositive Power

Not applicable

 

8.

Shared Dispositive Power

 

48,597 Shares of Common Stock

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

48,597 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

Less than 0.1%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

OO-LLC

 

 

 

10



 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Oak Investment Partners X, Limited Partnership

06-1601019

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

Delaware

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

3,819,983 Shares of Common Stock

 

6.

Shared Voting Power

Not applicable

 

7.

Sole Dispositive Power

3,819,983 Shares of Common Stock

 

8.

Shared Dispositive Power

 

Not applicable

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

3,819,983 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

5.1%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

PN

 

 

 

 

11



 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Oak Associates X, LLC

06-1630661

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

Delaware

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

Not applicable

 

6.

Shared Voting Power

3,819,983 Shares of Common Stock

 

7.

Sole Dispositive Power

Not applicable

 

8.

Shared Dispositive Power

 

3,819,983 Shares of Common Stock

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

3,819,983 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

5.1%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

OO-LLC

 

 

 

 

12



 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Oak X Affiliates Fund, Limited Partnership

06-1622220

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

Delaware

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

61,316 Shares of Common Stock

 

6.

Shared Voting Power

Not applicable

 

7.

Sole Dispositive Power

61,316 Shares of Common Stock

 

8.

Shared Dispositive Power

 

Not applicable

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

61,316 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

0.1%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

PN

 

 

 

 

13



 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Oak X Affiliates, LLC

06-1630662

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

Delaware

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

Not applicable

 

6.

Shared Voting Power

61,316 Shares of Common Stock

 

7.

Sole Dispositive Power

Not applicable

 

8.

Shared Dispositive Power

 

61,316 Shares of Common Stock

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

61,316 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

0.1%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

OO-LLC

 

 

 

 

14



 

 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Oak Management Corporation
06-0990851

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

Delaware

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

Not applicable

 

6.

Shared Voting Power

5,347,154 Shares of Common Stock

 

7.

Sole Dispositive Power

Not applicable

 

8.

Shared Dispositive Power

 

5,347,154 Shares of Common Stock

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

5,347,154 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

7.2%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

CO

 

 

 

 

15



 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Bandel L. Carano

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

United States

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

2,554 Shares of Common Stock

 

6.

Shared Voting Power

5,347,154 Shares of Common Stock

 

7.

Sole Dispositive Power

2,554 Shares of Common Stock

 

8.

Shared Dispositive Power

 

5,347,154 Shares of Common Stock

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

5,349,708 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

7.2%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

IN

 

 

 

 

16



 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Gerald R. Gallagher

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

United States

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

10,285 Shares of Common Stock

 

6.

Shared Voting Power

1,465,855 Shares of Common Stock

 

7.

Sole Dispositive Power

10,285 Shares of Common Stock

 

8.

Shared Dispositive Power

 

1,465,855 Shares of Common Stock

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

1,476,140 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

2.0%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

IN

 

 

 

 

17



 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Edward F. Glassmeyer

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

United States

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

34,644 Shares of Common Stock

 

6.

Shared Voting Power

5,347,154 Shares of Common Stock

 

7.

Sole Dispositive Power

34,644 Shares of Common Stock

 

8.

Shared Dispositive Power

 

5,347,154 Shares of Common Stock

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

5,381,798 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

7.3%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

IN

 

 

 

 

18



 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Fredric W. Harman

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

United States

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

21,593 Shares of Common Stock

 

6.

Shared Voting Power

5,347,154 Shares of Common Stock

 

7.

Sole Dispositive Power

21,593 Shares of Common Stock

 

8.

Shared Dispositive Power

 

5,347,154 Shares of Common Stock

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

5,368,747 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

7.2%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

IN

 

 

 

 

19



 

CUSIP No. 97653A103

13G

 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

Ann H. Lamont

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See

Instructions)

 

 

 

(a)

o

 

 

 

 

 

 

(b)

 

x

 

 

3.

 

 

SEC Use Only

 

 

 

4.

 

Citizenship or Place of Organization

 

 

 

United States

 

 

 

Number of Shares
Beneficially Owned by
Each Reporting Person
With

 

5.

 

Sole Voting Power

 

37,024 Shares of Common Stock

 

6.

Shared Voting Power

5,347,154 Shares of Common Stock

 

7.

Sole Dispositive Power

37,024 Shares of Common Stock

 

8.

Shared Dispositive Power

 

5,347,154 Shares of Common Stock

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting

Person

 

 

5,384,178 Shares of Common Stock

 

 

 

10.

 

Check if the Aggregate Amount in Row (9) Excludes

Certain Shares (See Instructions)      o

 

 

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

 

7.3%

 

 

 

12.

 

Type of Reporting Person (See Instructions)

 

 

IN

 

 

 

 

20


 


 

Schedule 13G

Amendment No. 8*

Common Stock Par Value $0.001

CUSIP No. 97653A103

 

Item 1(a)

Name of Issuer:

 

 

Kratos Defense and Security Solutions, Inc. (formerly Wireless Facilities, Inc.)

 

Item 1(b)

Address of Issuer’s Principal Executive Offices:

 

 

4810 Eastgate Mall

 

 

San Diego, California 92121

 

Item 2(a)

Name of Person filing:

 

 

 

 

Oak Investment Partners VI, Limited Partnership

 

Oak Associates VI, LLC

 

Oak VI Affiliates Fund, Limited Partnership

 

Oak VI Affiliates, LLC

 

Oak Investment Partners IX, Limited Partnership

 

Oak Associates IX, LLC

 

Oak IX Affiliates Fund - A, Limited Partnership

 

Oak IX Affiliates Fund, Limited Partnership

 

Oak IX Affiliates, LLC

 

Oak Investment Partners X, Limited Partnership (“Oak X”)

 

Oak Associates X, LLC

 

Oak X Affiliates Fund, Limited Partnership (“Oak X Affiliates”)

 

Oak X Affiliates, LLC

 

Oak Management Corporation (“Oak Management”)

 

Bandel L. Carano

 

Gerald R. Gallagher

 

Edward F. Glassmeyer

 

Fredric W. Harman

 

Ann H. Lamont

 

Item 2(b)

Address of Principal Business Office or, if None, Residence:

 

 

 

 

c/o Oak Management Corporation

 

One Gorham Island

 

Westport, Connecticut 06880

 

Item 2(c)

Citizenship:

 

Please refer to Item 4 on each cover sheet for each filing person.

 

Item 2(d)

Title of Class of Securities:

 

Common stock, par value $0.001 per share

 

Item 2(e)

CUSIP Number: 97653A103

 

Item 3

Not applicable

 

21



 

Item 4

 

Ownership.

 

The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons are based upon 74,196,924 shares of Common Stock outstanding as of October 26, 2007, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007 (filed with the SEC on November 9, 2007), plus shares issuable upon exercise of options to acquire Common Stock.

 

Oak Associates VI, LLC is the general partner of Oak Investment Partners VI, Limited Partnership; Oak VI Affiliates, LLC is the general partner of Oak VI Affiliates Fund, Limited Partnership; Oak Associates IX, LLC is the general partner of Oak Investment Partners IX, Limited Partnership; Oak IX Affiliates, LLC is the general partner of each of Oak IX Affiliated Fund, Limited Partnership and Oak IX Affiliates Fund - A, Limited Partnership; Oak Associates X, LLC is the general partner of Oak X; and Oak X Affiliates, LLC is the general partner of Oak X Affiliates.  Oak Management is the manager of each of Oak Investment Partners VI, Limited Partnership, Oak VI Affiliates Fund, Limited Partnership, Oak Investment Partners IX, Limited Partnership Oak IX Affiliates Fund, Limited Partnership, Oak IX Affiliates Fund – A, Oak X and Oak X Affiliates.  Gerald R. Gallagher, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont are the managing members of the general partner of each of Oak Investment Partners VI, Limited Partnership, Oak VI Affiliates Fund, Limited Partnership, Oak Investment Partners IX, Limited Partnership, Oak IX Affiliates Fund, Limited Partnership, and Oak IX Affiliates Fund – A, and, as such, may be deemed to possess shared beneficial ownership of the shares of common stock held by such entities.  Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont are the managing members of each of Oak X and Oak X Affiliates, and, as such, may be deemed to possess shared beneficial ownership of the shares of common stock held by such entities.

 

Amounts shown as beneficially owned by each of Oak X, Oak Associates X, LLC, Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, and Ann H. Lamont include options to purchase 150,794 shares of Common Stock, which may be deemed to be held by Bandel L. Carano on behalf of Oak Investment X.

 

Amounts shown as beneficially owned by each of Oak X Affiliates, Oak X Affiliates, LLC, Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, and Ann H. Lamont include options to purchase 2,422 shares of Common Stock, which may be deemed to be held by Bandel L. Carano on behalf of Oak X Affiliates.

 

Amounts shown as beneficially owned by Bandel L. Carano include 2,554 shares of Common Stock held individually by Mr. Carano and exclude an aggregate of 16,038 shares of Common Stock held by three trusts (for the benefit of minor children not related to Mr. Carano) of which Mr. Carano is the trustee (and not the beneficial owner).

 

Amounts shown as beneficially owned by Gerald R. Gallagher include 10,285 shares of Common Stock held individually by Mr. Gallagher.

 

Amounts shown as beneficially owned by Edward F. Glassmeyer include 20,024 shares of Common Stock held individually by Mr. Glassmeyer and 14,620 shares of Common Stock held by a trust of which members of Mr. Glassmeyer’s immediate family are the beneficiaries and the trustee.

 

Amounts shown as beneficially owned by Fredric W. Harman include 5,555 shares of Common Stock held by a trust of which Mr. Harman is a trustee and an aggregate of 16,038 shares of Common

 

22



 

Stock held in trust for the benefit of Mr. Harman’s three minor children.  Mr. Harman disclaims beneficial ownership of the shares held in trust for his three minor children.

 

Amounts shown as beneficially owned by Ann H. Lamont include 34,024 shares of Common Stock individually owned by Ms. Lamont and 3,000 shares of Common Stock held by The Lamont Children’s 1998 Trust for the benefit of Ms. Lamont’s minor children.

 

By making this filing, the Reporting Persons acknowledge that they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with the securities of the Issuer. Each Reporting Person disclaims the existence of a “group” and disclaims beneficial ownership of all shares of Common Stock or securities convertible into or exercisable for Common Stock other than any shares or other securities reported herein as being owned by it, him or her, as the case may be.

 

Please see Items 5, 6, 7, 8, 9 and 11 for each cover sheet for each filing entity.

 

Item 5

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:    o

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable

 

Item 8

Identification and Classification of Members of the Group.

 

Not applicable

 

Item 9

Notice of Dissolution of Group.

 

Not applicable

 

Item 10

Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

23



 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Signature:

 

Dated: February 13, 2008

 

Entities:

 

Oak Investment Partners IX, Limited Partnership

Oak Associates IX, LLC

Oak IX Affiliates Fund - A, Limited Partnership

Oak IX Affiliates Fund, Limited Partnership

Oak IX Affiliates, LLC

Oak Investment Partners X, Limited Partnership

Oak Associates X, LLC

Oak X Affiliates Fund, Limited Partnership

Oak X Affiliates, LLC

Oak Investment Partners VI, Limited Partnership

Oak Associates VI, LLC

Oak VI Affiliates Fund, Limited Partnership

Oak VI Affiliates, LLC

Oak Management Corporation

 

 

By:

/s/ Edward F. Glassmeyer

 

 

 

Edward F. Glassmeyer, as

 

 

 

General Partner or

 

 

 

Managing Member or as

 

 

 

Attorney-in-fact for the

 

 

 

above-listed entities

 

 

Individuals:

 

Bandel L. Carano

Gerald R. Gallagher

Edward F. Glassmeyer

Fredric W. Harman

Ann H. Lamont

 

 

By:

/s/ Edward F. Glassmeyer

 

 

 

Edward F. Glassmeyer,

 

 

 

Individually and as

 

 

 

Attorney-in-fact for the

 

 

 

above-listed individuals

 

 

24



INDEX TO EXHIBITS

 

EXHIBIT A

 

Agreement of Reporting Persons

 

 

 

EXHIBIT B

 

Power of Attorney

(previously filed)

 

25



EXHIBIT A

 

Agreement of Reporting Persons

 

Each of the undersigned hereby agrees that Amendment No. 8 to Schedule 13G filed on the date hereof with respect to the shares of Common Stock of Kratos Defense and Security Solutions, Inc. (formerly Wireless Facilities, Inc.). has been filed on behalf of the undersigned.

 

Signature:

 

Dated: February 13, 2008

 

Entities:

 

Oak Investment Partners IX, Limited Partnership

Oak Associates IX, LLC

Oak IX Affiliates Fund - A, Limited Partnership

Oak IX Affiliates Fund, Limited Partnership

Oak IX Affiliates, LLC

Oak Investment Partners X, Limited Partnership

Oak Associates X, LLC

Oak X Affiliates Fund, Limited Partnership

Oak X Affiliates, LLC

Oak Investment Partners VI, Limited Partnership

Oak Associates VI, LLC

Oak VI Affiliates Fund, Limited Partnership

Oak VI Affiliates, LLC

Oak Management Corporation

 

 

By:

/s/ Edward F. Glassmeyer

 

 

 

Edward F. Glassmeyer, as

 

 

 

General Partner or

 

 

 

Managing Member or as

 

 

 

Attorney-in-fact for the

 

 

 

above-listed entities

 

 

Individuals:

 

Bandel L. Carano

Gerald R. Gallagher

Edward F. Glassmeyer

Fredric W. Harman

Ann H. Lamont

 

 

By:

/s/ Edward F. Glassmeyer

 

 

 

Edward F. Glassmeyer,

 

 

 

Individually and as

 

 

 

Attorney-in-fact for the

 

 

 

above-list ed individuals