UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
December
31, 2009
Date of
Report (Date of earliest event reported)
Kratos
Defense & Security Solutions, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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(State
or other jurisdiction of incorporation)
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0-27231
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13-3818604
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4810
Eastgate Mall, San Diego, CA
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92121
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(address
of principal executive offices)
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(Zip
Code)
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(858)
812-7300
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(Registrant’s
telephone number, including area
code)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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Item
1.01. Entry Into a Material Definitive Agreement.
On
December 31, 2009, Kratos Defense & Security Solutions, Inc. (the “Company”)
entered into a sublease agreement with Amylin Pharmaceuticals, Inc. (“Amylin”)
for office space consisting of approximately 34,000 square feet for its
Corporate headquarters in San Diego, California. The lease term is
from May 1, 2010 through September 30, 2018, with rent payments commencing on
May 1, 2011. The monthly rent for the first twelve months is
$1.29 per square foot, with a 3 percent escalation for each subsequent twelve
month period thereafter, plus an estimated $0.49 per square foot charge for the
Company’s share of certain facility expenses and taxes. The
total aggregate rent payments due to Amylin under the sublease agreement for the
term of the sublease are approximately $5.7 million. The payments due
under the sublease do not include utility costs related to the
facility. In connection with the execution of the sublease agreement,
the Company issued a letter of credit for approximately $72,000 for the security
deposit.
On
December 31, 2009, the Company entered into a Separation Agreement and General
Release (the “Release”) with Howard Bates, the Company’s former President of
Kratos Government Solutions, a wholly owned subsidiary of the
Company. The Release provided for continuing salary and benefits
payments to Mr. Bates during 2010, consistent with his existing employment
agreement with the Company which the Company assumed when it acquired Haverstick
in 2007. The Release also included a general release of all claims by
Mr. Bates.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Information
in the first paragraph under Item 1.01 is incorporated by reference to this
Item.
Item
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
Effective
December 31, 2009, Howard Bates, ceased to be President of Kratos Government
Solutions, a wholly owned subsidiary of the Company. Effective
immediately, Eric M. DeMarco, the Company’s CEO and President, will fill the
role of President of Kratos Government Solutions.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Kratos Defense & Security
Solutions, Inc.
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Date: January
7, 2010
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By:
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/s/
Deanna H. Lund
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Deanna
H. Lund
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Executive
Vice President, Chief Financial
Officer
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