UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): October 16, 2009
KRATOS
DEFENSE & SECURITY SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-27231
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13-3818604
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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4810
Eastgate Mall
San
Diego, CA 92121
(Address
of Principal Executive Offices) (Zip Code)
(858)
812-7300
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions ( see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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On
October 16, 2009, Kratos Defense & Security Solutions, Inc. (the
“Company”) entered into
a Settlement Agreement and General Release of Claims (the “Settlement Agreement”) with
KeyBank National Association (“KeyBank”), Field Point III,
Ltd. (“Field Point”),
and SPF CDO I, Ltd. (“SPF”) (collectively referred
to as the “Parties” and
each referred to as a “Party”) to settle certain
claims among the Parties. On June 4, 2009, the Company filed a
complaint in the United States District Court for the Northern District of Ohio
(the “Ohio Action”)
against KeyBank, Field Point and SPF, seeking equitable relief in the form of
reformation of an error in a contract schedule to the Company’s credit
facilities. The error resulted from the erroneous preparation of a
schedule to the loan documents consisting of calculations relating to a
financial covenant relating to the minimum liquidity ratio. On August
5, 2009, Field Point and SPF filed a complaint in the United States District
Court for the Southern District of New York (the “New York Action”) against the
Company and KeyBank, seeking declaratory relief that the financial covenants
were enforceable as written. Under the Settlement Agreement, the
Company dismisses with prejudice the Ohio Action, Field Point and SPF agree to
dismiss with prejudice the New York Action, and each Party releases the other
Parties from all claims and makes customary representations and
warranties.
Pursuant
to the terms of the Settlement Agreement, on October 16, 2009 the Parties
entered into a Third Amendment to the First Lien Credit
Agreement and a Third Amendment to the Second Lien Credit Agreement (the “Amendments”). Among
other things, the Amendments:
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·
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reform
the error in the minimum liquidity ratio in accordance with the Company’s
request;
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provide
that the net proceeds from the Company’s registered direct common stock
offering on September 2, 2009 must be used to pay down the first term loan
at par with no prepayment penalty or make whole
payments;
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·
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if
the Company refinances the remaining balance of the first lien term loan
by March 12, 2010, the extinguishment of the term loan will be at par with
no prepayment penalty or make whole
payments;
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·
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extend
the term on the revolving line of credit by one year to December 31, 2012;
and
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·
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require
the Company to pay a $0.5 million fee to its
lenders.
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The
information set forth in Item 1.01 is hereby incorporated by reference into this
Item 2.03.
Pursuant
to the requirements of the Securities Exchange Act of 1934, registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date:
October 21, 2009
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KRATOS
DEFENSE & SECURITY SOLUTIONS, INC.
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By:
/s/ Laura Siegal
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Laura
Siegal
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Vice
President, Corporate Controller and Principal Accounting
Officer
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