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 24, 2017
Mercury 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.) | ||
201 Riverneck Road, Chelmsford, Massachusetts | 1824 | |
(Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (978) 256-1300
Not Applicable
(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)) |
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Item 7.01 | Regulation FD Disclosure |
On January 24, 2017, Mercury Systems, Inc. (the “Company”) issued a press release announcing that it intends to offer shares of the Company’s common stock in an underwritten public offering. The press release is furnished as Exhibit 99.1 hereto. The information provided in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated January 24, 2017, of Mercury Systems, Inc.
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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 by the undersigned thereunto duly authorized.
Dated: January 24, 2017 | MERCURY SYSTEMS, INC. | |||||
By: | /s/ Gerald M. Haines II | |||||
Gerald M. Haines II | ||||||
Executive Vice President, Chief Financial Officer, and Treasurer | ||||||
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release, dated January 24, 2017, of Mercury Systems, Inc.
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201 Riverneck Road, Chelmsford, Massachusetts 01824-2820 U.S.A. • +1 978.256.1300
INNOVATION THAT MATTERS™
FOR IMMEDIATE RELEASE News Release
Mercury Systems Announces Common Stock Offering
CHELMSFORD, Mass. − Jan. 24, 2017 – Mercury Systems, Inc. (NASDAQ: MRCY) (“Mercury”
or the “Company”), today announced that it intends to offer, subject to market and other conditions,
5,000,000 shares of its common stock pursuant to an underwritten public offering. In connection
with the offering, Mercury will grant the underwriters an option for 30 days to purchase up to an
additional 750,000 of the total shares of its common stock sold in the offering.
The Company intends to use the net proceeds of the offering for general corporate purposes,
including future acquisitions, refinancing or repayment of debt, working capital, share repurchases
or capital expenditures.
Citigroup Global Markets Inc., BofA Merrill Lynch and J.P. Morgan Securities LLC are acting as
representatives of the underwriters for the common stock offering.
This offering is being made pursuant to an effective shelf registration statement previously filed with
the U.S. Securities and Exchange Commission (“SEC”) on August 15, 2014, and a preliminary
prospectus supplement filed with the SEC on January 24, 2017, copies of which may be obtained
from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY
11717 or telephone: (800) 831-9146, BofA Merrill Lynch, NC1-004-03-43, 200 North College
Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department or email:
dg.prospectus_requests@baml.com, or J.P. Morgan Securities LLC, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or telephone: (866) 803-9204, or
through the SEC’s website at www.sec.gov. A final prospectus supplement relating to the offering
will also be filed with the SEC and, when available, may be obtained by contacting the parties
above. Before you invest, you should read the prospectus in the registration statement and other
documents Mercury has filed with the SEC for more complete information about Mercury and the
offering.
The offering is subject to market and other conditions and there can be no assurance as to whether or
when the offering may be completed, or as to the actual size or terms of the offering.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any
securities of Mercury, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to the registration or qualification under the securities
law jurisdiction.
Mercury Systems Announces Common Stock Offering,
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201 Riverneck Road, Chelmsford, Massachusetts 01824-2820 U.S.A. • +1 978.256.1300
Mercury Systems – Innovation That Matters™
Mercury Systems (NASDAQ:MRCY) is a leading commercial provider of secure sensor and
mission processing subsystems. Optimized for customer and mission success, Mercury’s solutions
power a wide variety of critical defense and intelligence programs. Mercury is pioneering a next-
generation defense electronics business model specifically designed to meet the industry’s current
and emerging technology needs.
Forward-Looking Safe Harbor Statement
This press release contains certain forward-looking statements, as that term is defined in the
Private Securities Litigation Reform Act of 1995, including those relating to the transactions
described herein. You can identify these statements by the use of the words “may,” “will,”
“could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,”
“intend,” “likely,” “forecast,” “probable,” “potential,” 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, continued funding of defense programs, the timing and amounts of such funding,
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, changes in, or in the U.S.
Government’s interpretation of, federal export control or procurement rules and regulations,
market acceptance of the Company's products, shortages in components, production delays or
unanticipated expenses due to performance quality issues with outsourced components, inability to
fully realize the expected benefits from acquisitions and restructurings, or delays in realizing such
benefits, challenges in integrating acquired businesses and achieving anticipated synergies,
increases in interest rates, changes to export regulations, increases in tax rates, changes to
generally accepted accounting principles, difficulties in retaining key employees and customers,
unanticipated costs under fixed-price service and system integration engagements, and various
other factors beyond our control; and other risks that are described. These risks and uncertainties
also include such additional risk factors as are discussed in the Company's filings with the U.S.
Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal
year ended June 30, 2016. 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.
# # #
Contact:
Gerry Haines, CFO
Mercury Systems, Inc.
978-967-1990