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): January 9, 2008
Mercury Computer Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
| Massachusetts |
000-23599 |
04-2741391 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 199 Riverneck Road, Chelmsford, Massachusetts |
01824 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (978) 256-1300
N/A
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
The management of Mercury Computer Systems, Inc. (“Mercury”) will present an overview of Mercury’s business on January 9, 2008 at the 10th Annual Needham Growth Stock Conference. Attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”) is a copy of the slide presentation to be made by Mercury at the conference.
This information is being furnished pursuant to Item 7.01 of this Report and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and will not be incorporated by reference into any registration statement filed by Mercury under the Securities Act of 1933, as amended, unless specifically identified as being incorporated therein by reference. This Report will not be deemed an admission as to the materiality of any information in this Report that is being disclosed pursuant to Regulation FD.
Please refer to page 2 of Exhibit 99.1 for a discussion of certain forward-looking statements included therein and the risks and uncertainties related thereto, as well as the use of non-GAAP financial measures included therein.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Presentation materials dated January 9, 2008. | |
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.
| MERCURY COMPUTER SYSTEMS, INC. (Registrant) | ||||||||
| Date: January 9, 2008 | By: | /s/ Robert E. Hult | ||||||
| Robert E. Hult Senior Vice President, Chief Financial Officer and Treasurer | ||||||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Presentation materials dated January 9, 2008. | |
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2007 Mercury Computer Systems, Inc. Mark Aslett, President & Chief Executive Officer Bob Hult, SVP & Chief Financial Officer 10 th Annual Needham Growth Stock Conference January 9, 2008 Exhibit 99.1 |
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2007 Mercury Computer Systems, Inc. www.mc.com 2 Forward-Looking Safe Harbor Statement This presentation contains certain forward-looking statements, as that term is defined in
the Private Securities Litigation Reform Act of 1995, including those relating
to anticipated fiscal 2008 business performance and beyond. You can identify these statements by our use of the words "may," "will," "should," "plans,"
"expects," "anticipates," "continue," "estimate," "project," "intend," and similar expressions. These forward-looking statements involve risks and uncertainties that could
cause actual results to differ materially from those projected or anticipated.
Such risks and uncertainties include, but are not limited to, general economic and business conditions, including unforeseen weakness in the Company's markets, effects of continued geopolitical
unrest and regional conflicts, competition, changes in technology and methods of
marketing, delays in completing engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and
delivering technological innovations, continued funding of defense programs, the
timing of such funding, changes in the U.S. Government's interpretation of federal procurement rules and regulations, market acceptance of the Company's products, shortages in
components, production delays due to performance quality issues with outsourced components, the inability to fully realize the expected benefits from acquisitions or delays in realizing such benefits, challenges in integrating acquired businesses and achieving
anticipated synergies, and difficulties in retaining key customers. These risks
and uncertainties also include such additional risk factors as are discussed in the Company's recent filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form
10-K for the year ended June 30, 2007. The Company cautions readers not to
place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which such statement is
made. Use of Non-GAAP (Generally Accepted Accounting Principles) Financial
Measures In addition to reporting financial results in accordance with generally
accepted accounting principles, or GAAP, the Company provides non-GAAP
financial measures adjusted to exclude certain specified charges, which the Company believes are useful to help investors better understand its past financial performance and prospects for the future. However, the
presentation of non-GAAP financial measures is not meant to be considered in
isolation or as a substitute for financial information provided in accordance with GAAP. Management believes these non-GAAP financial measures assist in providing a more
complete understanding of the Company's underlying operational results and
trends, and management uses these measures, along with their corresponding GAAP financial measures, to manage the Company's business, to evaluate its performance compared to prior
periods and the marketplace, and to establish operational goals. A
reconciliation of GAAP to non-GAAP financial measures discussed in this presentation is contained in the company’s First Quarter Fiscal Year 2008 earnings release, which can be found on our
website at www.mc.com/mediacenter/pressreleaseslist.aspx.
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 © 2007 Mercury Computer Systems, Inc. www.mc.com 3 • Founded in 1981 • FY2007 revenues of $224 million • Solve difficult compute problems too complex for standard systems • Architect solutions for real-time compute and data intensive challenges • Modules, systems, software and services FY07 (Ended June) Revenue Mix* *FY07 business unit revenue re-cast is un-audited Mercury Overview |
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2007 Mercury Computer Systems, Inc. www.mc.com 4 Favorable Trends Driving Opportunities • Data explosion in all markets Driving need for new application-specific computing and solutions • Industry rapidly shifting to multi core processing Broader set of applications needing multicomputer solutions • Move towards programmable solutions Driving need for smaller and lower-power solutions that meet demanding environmental requirements • Simulation replacing experimentation Massive computing being deployed to replace trial and error • Enterprise wide 3D and 4D visualization Need for scalable thin client visualization solutions • Rapidly changing technology landscape Unique expertise required to keep an application on the leading edge |
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2007 Mercury Computer Systems, Inc. www.mc.com 5 Oil and Gas Telecommunications Embedded Computing Aerospace and Defense Semi Industry Life Sciences Mercury at a Glance Mercury offers more than 20 years’ experience in designing and delivering high-performance computing systems and software, for a broad range of image- and data-intensive applications, to customers around the world. |
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2007 Mercury Computer Systems, Inc. www.mc.com 1 6 Mercury spans the entire signal processing chain • Modular boards and integrated systems • Scalable multi core architectures • Robust software and tools • Open-standard COTS to custom solutions • Ruggedized systems • Comprehensive services • Visualization software From RF to Visualization |
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2007 Mercury Computer Systems, Inc. www.mc.com 7 7 Why customers choose Mercury • Significant and pioneering investments in specialized FPGA and multi core computing architectures and software We maintain ongoing relationships with silicon providers that are unique Significant multi computing R&D expenditures The breadth and depth of our product line for specialized computing are unrivalled • Our approach to technical problem-solving in the specialized computing arena is proven Assessment of best silicon choices available Thermal/Power evaluation System-level architectural design Application and algorithm performance optimization • Our work on specialized computing-related problems typically results in significant business value for our customers: Making their products better Reducing their risk Lowering their cost Speeding time to market |
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2007 Mercury Computer Systems, Inc. www.mc.com 8 FY07 MODULAR PRODS & SERVICES Computing ADVANCED SOLUTIONS Computing DEFENSE Computing COMMERCIAL IMAGING & VIZ Computing Software ADVANCED COMPUTING SOLUTIONS VISAGE IMAGING VISUALIZATION SCIENCES GROUP FY08 |
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2007 Mercury Computer Systems, Inc. www.mc.com 9 9 Advanced Computing Solutions ACS focuses on specialized, high-performance computing solutions that leverage Mercury’s capabilities in sensor computing, computational acceleration, and delivery of complex system-level solutions. Example Segments • Aerospace and defense • Semiconductor • Telecommunications • Medical imaging |
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2007 Mercury Computer Systems, Inc. www.mc.com 10 10 Visage Imaging, Inc. Mercury’s wholly owned subsidiary focuses on the development and distribution of 3D visualization and PACS (picture archiving and communications system) solutions, and other 3D software solutions in the life sciences segment. |
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2007 Mercury Computer Systems, Inc. www.mc.com 11 11 Visualization Sciences Group VSG focuses on the development and distribution of software developer toolkits and 3D application software for very-high volume-rendering applications. Example Segments • Geosciences – Oil and Gas • Engineering and manufacturing • Material sciences • Other industrial and scientific domains |
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2007 Mercury Computer Systems, Inc. www.mc.com 12 12 Partial customer and partner list |
 © 2007 Mercury Computer Systems, Inc. www.mc.com 13 Investment Highlights • Mercury uniquely positioned to implement multi core, multicomputer processing systems • Strategic acquisitions starting to produce • New alignment of internal competencies will drive new business opportunities in Core • Recent cost-reduction initiatives should improve margins • Developing applications for PACS / Radiology market using 3D imaging technology |
 © 2007 Mercury Computer Systems, Inc. www.mc.com 14 Looking Forward • Short Term: Improve operations and cash flow Prioritize investments Focus and align the organization / resources Increase operating cash flow • Medium Term: Strengthen and grow the Core Accelerate new product development Reduce time to market Improve market penetration Approach timeless business model • Long Term: Improve the strategic position Increase software and services Target larger profit pools Optimize the return from the company’s portfolio of businesses
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2007 Mercury Computer Systems, Inc. www.mc.com 15 www.mc.com NASDAQ: MRCY |