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
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Date
of report (Date of earliest event reported)
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May
29, 2008
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SYS
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(Exact
Name of Registrant as Specified in Charter)
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California
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001-32397
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95-2467354
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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5050
Murphy Canyon Road, Suite 200, San Diego, CA 92123
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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858-715-5500
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(None)
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(Former
Name or Former Address, if Changed Since Last
Report)
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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 (see General
Instruction A.2. below):
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[X] 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
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Exchange
Act (17 CFR 240.14d-2(b))
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[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under
the
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Exchange
Act (17 CFR 240.13e-4(c))
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Item
8.01. Other Events
On May
29, 2008, SYS issued a press release announcing the mailing of proxy statement
for shareholder vote at a special meeting of shareholders on June 24,
2008.
Item 9.01. Financial Statements and
Exhibits.
(c)
Exhibits.
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Exhibit
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Description
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99.1
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Press
release issued by SYS dated May 29, 2008
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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 of the undersigned hereunto
duly authorized.
SYS
(Registrant)
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Date:
May 29, 2008
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By: /s/ Michael W.
Fink
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Michael
W. Fink, Secretary
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NEWS
ANNOUNCEMENT
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Exhibit
99.1
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SYS
Contact:
Edward M. Lake
Chief
Financial Officer
858-715-5500
Email:
elake@systechnologies.com
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SYS
TECHNOLOGIES ANNOUNCES MAILING OF PROXY STATEMENT FOR
SHAREHOLDER
VOTE
--Special
Meeting of Shareholders on June 24, 2008--
SAN DIEGO, CA – May 29, 2008 –
SYS Technologies (SYS), (AMEX: SYS), a leading
provider of information connectivity solutions that enable real-time, complex
decision-making, today announced that the Proxy Statements have been mailed for
the shareholder vote on the proposed merger with Kratos Defense & Security
Solutions (“Kratos”) (Nasdaq: KTOS).
The Form
S-4 Registration Statement under the Securities Act of 1933 was declared
effective by the Securities and Exchange Commission on May 22, 2008. A special
meeting of shareholders based on a record date of May 15, 2008 will be held on
Tuesday, June 24, 2008 at 5050 Murphy Canyon Road, Suite 200, San Diego, CA
92123 at 11:00am local time to adopt and approve the Agreement and Plan of
Merger and Reorganization.
A copy of
the Proxy Statement is available on our website at www.systechnologies.com.
Further information regarding the merger or the shareholder meeting may be added
to the website as it becomes available.
About
SYS Technologies
SYS
(AMEX: SYS), is a leading provider of information connectivity solutions that
capture, analyze and present real-time information to our customers in the
Department of Defense, Department of Homeland Security, other government
agencies and to commercial companies. Using interoperable communications
software, sensors, digital video broadcast and surveillance technologies,
wireless networks, network management, decision-support tools and Net-centric
technologies, our technical experts enhance complex decision-making. We also
provide solution lifecycle support with program, financial, test and logistical
services and training. Founded in 1966, SYS is headquartered in San Diego and
has principal offices in California and Virginia. For additional information,
visit www.systechnologies.com.
About
Kratos Defense & Security Solutions
Kratos
Defense & Security Solutions, Inc. (Nasdaq: KTOS) provides mission critical
engineering, IT services and war fighter solutions for the U.S. federal
government and for state and local agencies. Principle services include C5ISR,
weapon systems lifecycle support, military weapon range and technical services,
network engineering services, advanced IT services, security and surveillance
systems, and critical infrastructure design and integration. The Company
is headquartered in San Diego, California, with resources throughout the U.S.
and in key strategic military locations. News and information regarding Kratos
are available at www.kratosdefense.com.
Additional
Information
In
connection with the proposed acquisition of SYS by Kratos Defense & Security
Solutions, Inc. (“Kratos”), Kratos has filed with the U.S. Securities and
Exchange Commission (the “SEC”) a registration statement on Form S-4, containing
a joint proxy statement/prospectus and other relevant materials. INVESTORS AND
SECURITY HOLDERS OF KRATOS AND SYS ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT KRATOS, SYS
AND THE ACQUISITION. The definitive joint proxy statement/prospectus and other
relevant materials, and any other documents filed by Kratos or SYS with the SEC,
may be obtained free of charge at the SEC’s web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of the documents
filed with the SEC by Kratos by directing a request to: Kratos Defense &
Security Solutions, Inc., 4810 Eastgate Mall, San Diego, CA 92121, Attn:
Investor Relations, or by going to Kratos’ corporate website at
www.kratosdefense.com. Investors and security holders may obtain free copies of
the documents filed with the SEC by SYS by contacting SYS Technologies, Inc.,
5050 Murphy Canyon Road, Suite 200, San Diego, CA 92123, Attn: Investor
Relations, or by going to SYS’ corporate website at www.systechnologies.com.
Kratos, SYS and their respective executive officers and directors may be deemed
to be participants in the solicitation of proxies from the stockholders of
Kratos and SYS in favor of the acquisition. Information about the executive
officers and directors of Kratos is set forth in the proxy statement for Kratos’
2007 Annual Meeting of Stockholders, which was filed with the SEC on October 10,
2007. Information about the executive officers and directors of SYS and their
ownership of SYS common stock is set forth in the proxy statement for SYS’ 2007
Annual Meeting of Stockholders, which was filed with the SEC on October 29,
2007. Investors and security holders may obtain more detailed information
regarding the direct and indirect interests of Kratos, SYS and their respective
executive officers and directors in the acquisition by reading the joint proxy
statement/prospectus regarding the acquisition when it becomes
available.