UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B),(C)
AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2
(AMENDMENT NO. 9)*
KRATOS DEFENSE AND SECURITY SOLUTIONS, INC.
(FORMERLY "WIRELESS FACILITIES, INC.")
(NAME OF ISSUER)
COMMON STOCK PAR VALUE $0.001
(TITLE OF CLASS OF SECURITIES)
50077B108
(CUSIP NUMBER)
DECEMBER 31, 2008
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ X ] Rule 13d-1(d)
*The 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. 50077B108 13G PAGE 2 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Oak Investment Partners VI, Limited Partnership
06-1412578
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
14,828 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,828 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12. TYPE OF REPORTING PERSON
PN
CUSIP NO. 50077B108 13G PAGE 3 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Oak Associates VI, LLC
06-1412579
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
0 Shares of Common Stock
6. SHARED VOTING POWER
14,828 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
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 BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12. TYPE OF REPORTING PERSON
OO-LLC
CUSIP NO. 50077B108 13G PAGE 4 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Oak VI Affiliates Fund, Limited Partnership
06-1414970
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
346 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
346 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12. TYPE OF REPORTING PERSON
PN
CUSIP NO. 50077B108 13G PAGE 5 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Oak VI Affiliates, LLC
06-1414968
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
0 Shares of Common Stock
6. SHARED VOTING POWER
346 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
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 BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12. TYPE OF REPORTING PERSON
OO-LLC
CUSIP NO. 50077B108 13G PAGE 6 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Oak Investment Partners IX, Limited Partnership
06-1556218
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
1,402,084 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,402,084 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
12. TYPE OF REPORTING PERSON
PN
CUSIP NO. 50077B108 13G PAGE 7 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Oak Associates IX, LLC
06-1556230
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
0 Shares of Common Stock
6. SHARED VOTING POWER
1,402,084 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
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 BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
12. TYPE OF REPORTING PERSON
OO-LLC
CUSIP NO. 50077B108 13G PAGE 8 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Oak IX Affiliates Fund - A, Limited Partnership
06-1571899
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
33,655 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,655 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12. TYPE OF REPORTING PERSON
PN
CUSIP NO. 50077B108 13G PAGE 9 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Oak IX Affiliates Fund, Limited Partnership
06-1556229
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
14,942 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,942 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12. TYPE OF REPORTING PERSON
PN
CUSIP NO. 50077B108 13G PAGE 10 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Oak IX Affiliates, LLC
06-1556233
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
0 Shares of Common Stock
6. SHARED VOTING POWER
48,597 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
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 BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12. TYPE OF REPORTING PERSON
OO-LLC
CUSIP NO. 50077B108 13G PAGE 11 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Oak Investment Partners X, Limited Partnership
06-1601019
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
3,828,058 Shares of Common Stock
6. SHARED VOTING POWER
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
3,828,058 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,828,058 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6%
12. TYPE OF REPORTING PERSON
PN
CUSIP NO. 50077B108 13G PAGE 12 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Oak Associates X, LLC
06-1630661
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
0 Shares of Common Stock
6. SHARED VOTING POWER
3,828,058 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
3,828,058 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,828,058 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6%
12. TYPE OF REPORTING PERSON
OO-LLC
CUSIP NO. 50077B108 13G PAGE 13 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Oak X Affiliates Fund, Limited Partnership
06-1622220
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
61,445 Shares of Common Stock
6. SHARED VOTING POWER
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
61,445 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,445 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12. TYPE OF REPORTING PERSON
PN
CUSIP NO. 50077B108 13G PAGE 14 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Oak X Affiliates, LLC
06-1630662
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
0 Shares of Common Stock
6. SHARED VOTING POWER
61,445 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
61,445 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,445 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
12. TYPE OF REPORTING PERSON
OO-LLC
CUSIP NO. 50077B108 13G PAGE 15 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Oak Management Corporation
06-0990851
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
0 Shares of Common Stock
6. SHARED VOTING POWER
5,355,358 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
5,355,358 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,355,358 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12. TYPE OF REPORTING PERSON
CO
CUSIP NO. 50077B108 13G PAGE 16 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Bandel L. Carano
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
5,355,358 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
2,554 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
5,355,358 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,357,912 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 50077B108 13G PAGE 17 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Gerald R. Gallagher
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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 BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 50077B108 13G PAGE 18 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Edward F. Glassmeyer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
34,791 Shares of Common Stock
6. SHARED VOTING POWER
5,355,358 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
34,791 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
5,355,358 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,390,149 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 50077B108 13G PAGE 19 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Fredric W. Harman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
5,355,358 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
21,593 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
5,355,358 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,376,951 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 50077B108 13G PAGE 20 OF 26 PAGES
1. NAME OF REPORTING PERSONS
Ann H. Lamont
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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
5,355,358 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
37,024 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
5,355,358 Shares of Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,392,382 Shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12. TYPE OF REPORTING PERSON
IN
Item 1.
(a) Name of Issuer:
Kratos Defense and Security Solutions, Inc. (formerly "Wireless
Facilities, Inc.")
(b) Address of Issuer's principal executive offices:
4810 Eastgate Mall
San Diego, California 92121
Item 2.
(a) Names of persons 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
(b) Address or principal business office or, if none, residence:
c/o Oak Management Corporation
One Gorham Island
Westport, Connecticut 06880
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person.
(d) Title of class of securities:
Common stock, par value $0.001 per share
(e) CUSIP No.: 50077B108
Item 3.If this is a statement filed pursuant to Sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a)[ ]Broker or dealer registered under Section 15 of the Act (15
U.S.C. 78o).
(b)[ ]Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)[ ]Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d)[ ]Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e)[ ]An investment adviser in accordance with section 240.13d-
1(b)(1)(ii)(E);
(f)[ ]An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g)[ ]A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h)[ ]A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i)[ ]A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j)[ ]Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Not applicable
Item 4.Ownership
The approximate percentages of shares of Common Stock reported as
beneficially owned by the Reporting Persons are based upon 105,292,730 shares of
Common Stock outstanding as of October 31, 2008, as reported in the Issuer's
Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2008
(filed with the SEC on November 6, 2008), plus certain shares issuable upon
exercise by the Reporting Persons 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 Affiliates 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 respective
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 158,869 shares of Common Stock,
which may be deemed to be held by Bandel L. Carano on behalf of Oak 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 2,551 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 Edward F. Glassmeyer include 20,171
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 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 (5%) 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: [ ]
Item 6.Ownership of More than Five Percent (5%) 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.Certifications.
By signing below, each of the undersigned certifies that, to the best of his or
its individual knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and 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.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, each of the undersigned certifies that the information set forth in
this statement with respect to such entity or individual is true, complete and
correct.
Dated: February 12, 2009
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
INDEX TO EXHIBITS
EXHIBIT A Agreement of Reporting Persons
EXHIBIT B Power of Attorney (previously filed)
EXHIBIT A
AGREEMENT OF REPORTING PERSONS
Each of the undersigned hereby agrees that Amendment No. 9 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 12, 2009
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