Pursuant to an intercreditor agreement, the liens securing the Exchange Notes on the ABL Priority Collateral will be second priority liens that will be expressly junior in priority to the liens on the ABL Priority Collateral that secure obligations under our ABL Credit Facility and the liens securing the Exchange Notes on the Notes Priority Collateral will be first priority liens that will be expressly senior in priority to liens on the Notes Priority Collateral that secure obligations under our ABL Credit Facility. Pursuant to the intercreditor agreement, the liens on the ABL Priority Collateral securing the Exchange Notes may not be enforced for a 180 day "standstill" period, which 180 day "standstill" period will not expire if the agent under the ABL Credit Facility is pursuing remedies. See "Description of the Exchange Notes—Collateral—Intercreditor Agreement."

The Indenture will limit, among other things, our ability and the ability of our restricted subsidiaries to:

These covenants are subject to a number of important exceptions and qualifications. See "Description of the Exchange Notes—Certain Covenants."

The Exchange Notes will be issued only in fully registered form in minimum denominations of $2,000 and larger integral multiples of $1,000.

The Exchange Notes are a new issue of securities and will not be listed on any securities exchange or included in any automated quotation system.

Based on interpretative letters of the SEC staff to third parties unrelated to us, we believe that you can resell and transfer the Exchange Notes you receive pursuant to this Exchange Offer without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

If you wish to participate in the Exchange Offer, you must represent to us that these conditions have been met.

If you are a broker-dealer and you will receive Exchange Notes involves substantial risks. See "Risk Factors" beginning on page 14for your own account in exchange for Unregistered Notes that were acquired as a result of thismarket-making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus and in our most recent Annual Report on Form 10-K andconnection with any subsequent reports on Forms 10-Q and 8-K and other filings with the SEC that are incorporated herein by reference.

Ratio of Earnings to Fixed Charges

        The following summary is qualified by the more detailed information appearing in the computation table found in Exhibit 12.1 to the registration statement of which this prospectus is a part and the historical financial statements, including the notes thereto, incorporated by reference in this prospectus.

        The following table sets forth our earnings to fixed charges and the dollar amount of the coverage deficiency for the three month period ended March 27, 2011 and the years ending December 31, 2006, December 31, 2007, December 28, 2008, December 27, 2009 and December 26, 2010. We have not included a ratio of earnings to combined fixed charges and preferred stock dividends because no preferred dividends are accrued, accruing or payable on our outstanding preference shares.

Corporate Information

        We were incorporated in the state of New York on December 19, 1994 and began operations in March 1995. We reincorporated in the state of Delaware in 1997. Our executive offices are located at 4820 Eastgate Mall, San Diego, California 92121, and our telephone number is (858) 812-7300. We maintain a website at www.kratosdefense.com. Information contained in or accessible through our website does not constitute part of this prospectus. Our common stock has been publicly traded since 1999 and is listed on the NASDAQ Global Select Market under the symbol "KTOS".

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Summary of the Termsresale of the Exchange Offer

        On March 25, 2011, Acquisition Co. Lanza Parent,Notes. See "Plan of Distribution" for a Delaware corporation and an indirect wholly owned subsidiarydescription of the Company (the "Stage I Issuer"), issued $285.0 million aggregate principal amountprospectus delivery obligations of broker-dealers.

Any holder of Unregistered Notes who:

cannot rely on the Stage I Issuer,position of the guarantor party theretostaff of the SEC enunciated in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Wilmington Trust FSB ("Wilmington Trust")Exxon Capital Holdings Corporation (available May 13, 1988), as trusteeinterpreted in Shearman & Sterling (available July 2, 1993), or similar no-action letters and, collateral agent (the "Stage I Indenture"). On April 4, 2011,in the Stage I Issuer mergedabsence of an exemption therefrom, must comply with the registration and into the Company, and the Company assumed all the assets and liabilitiesprospectus delivery requirements of the Stage I Issuer including, pursuant to a supplemental indenture to the Stage I Indenture, all the obligations of the Stage I Issuer under the Stage I Indenture, the Stage I Notes and the Collateral Agreements (as defined in the Stage I Indenture) and (ii) the Company became the issuer of the Stage I Notes under the Stage I Indenture and pledgor under such Collateral Agreements. In addition, on April 15, 2011, the Company redeemed all of the outstanding Stage I Notes by issuing to each holder of Stage I Notes (each, a "Holder" and collectively, the "Holders") in exchange therefor the Original Notes issued by the Company pursuant to the Indenture in a like principal amount. On March 25, 2011,Securities Act in connection with the issuanceany resale of the Stage Inew notes.

The Unregistered Notes accrue interest from and including May 14, 2014. The first interest payment on the Exchange Notes will be made on November 15, 2014. We will pay interest on the Exchange Notes semi-annually on May 15 and November 15 of each year.

If you wish to participate in the Exchange Offer, you must follow the procedures established by DTC for tendering Unregistered Notes held in book-entry form. These procedures require that (i) the exchange agent receive, prior to the expiration date of the Exchange Offer, a registration rights agreement in which we agreedcomputer generated message known as an "agent's message" that you, as a holder of unregistered Original Notes, would be entitledis transmitted through DTC's automated tender offer program, and (ii) DTC confirms that:

For more information on tendering your Unregistered Notes, please refer to the section in this prospectus entitled "The Exchange Offer—Procedures for Tendering."

If you are a beneficial owner of Unregistered Notes that are held through a broker-dealer, commercial bank, trust company or other nominee and you wish to tender such Unregistered Notes, you should contact the registered holder promptly and instruct them to tender your Unregistered Notes on your behalf.

If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your Unregistered Notes, either make appropriate arrangements to register ownership of the Unregistered Notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

If you wish to tender your Unregistered Notes and your Unregistered Notes are not immediately available, or you cannot deliver your Unregistered Notes, the letter of transmittal or any other required documents, or you cannot comply with the procedures under DTC's Automated Tender Offer Program for transfer of book-entry interests prior to the expiration date, you must tender your Unregistered Notes according to the guaranteed delivery procedures set forth in this prospectus under "The Exchange Offer—Guaranteed Delivery Procedures."

Subject to customary conditions, we will accept outstanding Unregistered Notes that are properly tendered in the Securities Act. The exchange offer is intendedExchange Offer and not withdrawn prior to satisfy these rights. After the exchange offer is completed, you will no longer be entitled to any registration rights with respect to your Original Notes.expiration date. The Exchange Notes will be our obligationdelivered as promptly as practicable following the expiration date.

You may withdraw the tender of your Unregistered Notes at any time prior to 5:00 p.m., New York City time, on            ,      , the expiration date.

If you are eligible to participate in this Exchange Offer and willyou do not tender your Unregistered Notes as described in this prospectus, your Unregistered Notes may continue to be entitledsubject to the benefitstransfer restrictions. As a result of the Indenture relatingtransfer restrictions and the availability of Exchange Notes, the market for the Unregistered Notes is likely to be much less liquid than before this Exchange Offer. The Unregistered Notes will, after this Exchange Offer, bear interest at the same rate as the Exchange Notes. The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the Original Notes, except that the Exchange Notes will:

•

have been registered under the Securities Act and, therefore, will contain no restrictive legends;



•

not have registration rights;



•

not have rights to additional interest; and



•

bear different CUSIP and ISIN numbers from the Original Notes.

You should read the discussion under the heading "The Exchange Offer" beginning on page 27 and "Description of the Exchange Notes" beginning on page 37 for further information about the exchange offer and the Exchange Notes.

        The form and terms of the Exchange Notes to be issued in the exchange offer are the same as the form and terms of the Original Notes, except that the ExchangeUnregistered Notes will be registered under the Securities Act and, accordingly, will not bear legends restricting their transfer and will not be entitled toretain any rights under the registration rights agreement.

The exchange of the Unregistered Notes for Exchange Notes pursuant to the Exchange Offer will not be a taxable event for U.S. federal income tax purposes. See "Certain U.S. Federal Income Tax Considerations."

Wilmington Trust, National Association, the trustee under the indenture, is serving as exchange agent in connection with the Exchange Offer.

We will not receive any proceeds from the issuance of Exchange Notes in the Exchange Offer.

$625.0 million aggregate principal amount of 7.000% Senior Secured Notes due 2019 (the "Exchange Notes").

7.000% per annum.

May 15, 2019.

May 15 and November 15 of each year, beginning on November 15, 2014.

The Exchange Notes issued in the exchange offer will evidence the same debt as the Original Notes,be guaranteed on a senior basis by each of our existing and both the Original Notes and the Exchange Notes are governed by the same indenture.

future domestic restricted subsidiaries. See "Description of the Exchange Notes" for more detailed information about the terms of Exchange Notes.Notes—Guarantees."

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RISK FACTORS

An investment in theThe Exchange Notes involves significant risks. You should consider carefullyand the following risk factors andrelated Guarantees will be secured by a lien on substantially all of our and the information containedguarantors' assets, subject to certain exceptions and permitted liens. The security interest in this prospectus before deciding whether to participate insuch assets (other than the exchange offer. The risks and uncertainties described below are not the only risks and uncertaintiesNotes Priority Collateral) that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of those risks actually occurs, our business, financial condition and results of operations would suffer. The risks discussed below also include forward-looking statements. See "Forward-Looking Statements" in this prospectus.

Risks Related tosecure the Exchange Notes and the related Guarantees will be junior to the liens thereon that secure our ABL Credit Facility. The security interest in assets securing the ABL Credit Facility that consist of Notes Priority Collateral will be junior to the liens thereon that secure the Exchange OfferNotes and the related Guarantees.

The Exchange Notes will be our leveragesenior obligations and will rank pari passu in connectionright of payment with all of our existing and future senior indebtedness and senior in right of payment with all of our existing and future subordinated indebtedness. The Exchange Notes will be guaranteed on a senior basis by each of our existing and future domestic restricted subsidiaries. Each Guarantee will rank equally in right of payment with the financingapplicable guarantor's existing and future senior debt and rank senior in right of recent acquisitionspayment to such guarantor's existing and future subordinated debt. The Exchange Notes and Guarantees will be effectively junior to all of our and the Transactions and currently have substantial indebtedness, which could have a negative impact on our financing options and liquidity position and have adverse effects on our business.

        In connection with the Transactions, we incurred an additional $285.0 million ofguarantors' indebtedness and asobligations secured on a first priority basis, including borrowings under our ABL Credit Facility, to the extent of March 27, 2011, have approximately $521.1 millionthe value of total indebtedness. Asthe assets subject to such first priority liens and effectively senior to our and the guarantors' existing and future unsecured obligations to the extent of the value of the collateral securing the Exchange Notes (after taking into account the obligations secured by such assets on a resultfirst priority basis). The Exchange Notes and Guarantees will be structurally subordinated to all liabilities of this increased indebtedness, our interest payment obligations have increased significantly. The degreecurrent and future non-guarantor subsidiaries. See "Description of the Exchange Notes—Guarantees."

Pursuant to which we are leveraged could have adverse effectsan intercreditor agreement, the liens securing the Exchange Notes on our business, including the following:

•

it may make it difficult for usABL Priority Collateral will be second priority liens that will be expressly junior in priority to satisfy ourthe liens on the ABL Priority Collateral that secure obligations under the Kratos Notes and our other indebtedness and contractual and commercial commitments;



•

it may limit our flexibility in planning for, or reacting to, changes in our businessABL Credit Facility and the industriesliens securing the Exchange Notes on the Notes Priority Collateral will be first priority liens that will be expressly senior in priority to liens on the Notes Priority Collateral that secure obligations under our ABL Credit Facility. Pursuant to the intercreditor agreement, the liens on the ABL Priority Collateral securing the Exchange Notes may not be enforced for a 180 day "standstill" period, which we operate;



•

it may require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing180 day "standstill" period will not expire if the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;



•

it may restrict us from making strategic acquisitions or exploiting business opportunities;



•

it may place us at a competitive disadvantage compared to our competitors that have less debt;



•

it may limit our ability to borrow additional funds;



•

it may prevent us from raising the funds necessary to repurchase the Kratos Notes or other outstanding notes tendered to us if there is a change of control, which would constitute a defaultagent under the Indenture and underABL Credit Facility is pursuing remedies. See "Description of the Revolver; andExchange Notes—Collateral—Intercreditor Agreement."



•

it may decrease our ability to compete effectively or operate successfully under adverse economic and industry conditions.

        Our ability to meet our debt service obligations will depend upon our future performance, which may be subject to financial, business and other factors affecting our operations, many of which are beyond our control.

        We may be able to incur substantial additional indebtedness in the future. Although theThe Indenture and the credit agreement governing the Revolver will limit, among other things, our ability and the ability of our restricted subsidiaries to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions could be substantial. For example, indebtedness in excess of $25.0 million may be incurred under the Revolver in reliance on the $15.0 million general debt basket as well as the fixed charge debt

These covenants will likely be affected by many factors, including events beyond our control, and we may not be able to satisfy those requirements. Our failure to comply with our debt-related obligations could result in an event of default under our other indebtedness and the acceleration of our other indebtedness, in whole or in part, could result in an event of default under the Indenture.

        The restrictions contained in the Indenture and in the credit agreement governing the Revolver will also limit our ability and the ability of our subsidiaries to plan for or react to market conditions, meet capital needs or otherwise restrict our respective activities or business plans and adversely affect the ability to finance our respective operations, enter into acquisitions or to engage in other business activities that would be in our respective interests.

The collateral will in most cases be under our control and the sale of particular assets by us could reduce the pool of assets securing the Kratos Notes and the Kratos Guarantees secured thereby.

        The collateral documents allow us to remain in possession of, retain exclusive control over, freely operate, and collect, invest and dispose of any income from, the collateral securing the Kratos Notes and the related guarantees secured thereby. There are circumstances other than repayment or discharge of the Kratos Notes under which the collateral securing the Kratos Notes and the Kratos Guarantees will be released automatically, without your consent or the consent of the trustee, including:

•

a sale, transfer or other disposal of such collateral in a transaction not prohibited under the Indenture governing the Kratos Notes;



•

with respect to collateral held by a guarantor, upon the release of such guarantor from its guarantee of the Kratos Notes;

        As a result, holders of the Kratos Notes could lose a portion or all of their security interest in the capital stock or other securities of those subsidiaries. It may be more difficult, costly and time-consuming for holders of the Kratos Notes to foreclose on the assets of a subsidiary that guarantees such Kratos Notes than to foreclose on its capital stock so the proceeds realized upon any such foreclosure could be significantly less than those that would have been received upon any sale of the capital stock or other securities of such subsidiary.qualifications. See "Description of the Exchange Notes—Collateral.Certain Covenants."

The Exchange Notes in the collateral secured thereby may be adversely affected by bankruptcy proceedings.

        The right of the collateral agent for the Exchange Notes to repossess and dispose of the collateral securing the Exchange Notes upon acceleration is likely to be significantly impaired by U.S. federal bankruptcy law if bankruptcy proceedings are commenced by or against us prior to or possibly even after the collateral agent has repossessed and disposed of the collateral. Under the U.S. Bankruptcy Code, a secured creditor, such as the collateral agent for the Exchange Notes, is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without bankruptcy court approval. Moreover, bankruptcy law permits the debtor to continue to retain and to use collateral, and the proceeds, products, rents or profits of the collateral, even though the debtor is in default under the applicable debt instruments;provided that the secured creditor is given "adequate protection." The meaning of the term "adequate protection" may vary according to circumstances, but it is intended in general to protect the value of the secured creditor's interest in the collateral and may include cash payments or the granting of additional security, if and at such time as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the Exchange Notes could be delayed following commencement of a bankruptcy case, whether or when the collateral agent would repossess or dispose of the collateral, or whether or to what extent holders of the Exchange Notes would be compensated for any delay in payment of loss of value of the collateral through the requirements of "adequate protection." Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the Exchange Notes, the holders of the Exchange Notes would have "under-secured claims" as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, costs and attorneys' fees for "under-secured claims" during the debtor's bankruptcy case. Additionally, the collateral agent's ability to foreclose on the collateral on your behalf may be subject to the consent of third parties, prior liens and practical problems associated with the realization of the trustee's security interest in the collateral. Moreover, the debtor or trustee in a

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bankruptcy case may seek to void an alleged security interest in collateral for the benefit of the bankruptcy estate. It may successfully do so if the security interest is not properly perfected or was perfected within a specified period of time (generally 90 days) prior to the initiation of such proceeding. Under such circumstances, a creditor may hold no security interest and be treated as holding a general unsecured claim in the bankruptcy case. It is impossible to predict what recovery (if any) would be available for such an unsecured claim if we became a debtor in a bankruptcy case. While U.S. bankruptcy law generally invalidates provisions restricting a debtor's ability to assume and/or assign a contract, there are exceptions to this rule which could be applicable in the event that we become subject to a U.S. bankruptcy proceeding.

Under certain circumstances, a court could cancel the Exchange Notes or the Exchange Guarantees and the security interests that secure the Exchange Notes and such Exchange Guarantees under fraudulent conveyance laws.

        The issuance of the Exchange Notes and the related Exchange Guarantees may be subject to review under U.S. federal or state fraudulent transfer laws. If we become a debtor in a case under the U.S. Bankruptcy Code or encounter other financial difficulty, a court could avoid (that is, cancel) our obligations under the Exchange Notes. The court might do so if it finds that when we issued the Exchange Notes, (i) we received less than reasonably equivalent value or fair consideration and (ii) we either (a) were or were rendered insolvent, (b) were left with inadequate capital to conduct our business or (c) believed or reasonably should have believed that we would incur debts beyond our ability to pay. The court could also avoid the Exchange Notes, without regard to the factors described in clauses (i) and (ii) above, if it finds that we issued the Exchange Notes with actual intent to hinder, delay or defraud our creditors.

        Similarly, if one of the guarantors of the Exchange Notes becomes a debtor in a case under the U.S. Bankruptcy Code or encounters other financial difficulty, a court might cancel its Exchange Guarantee if it finds that when such guarantor issued its Exchange Guarantee (or in some jurisdictions, when payments become due under the Exchange Guarantee of such Exchange Notes), factors (i) and (ii) above applied to such guarantor, such guarantor was a defendant in an action for money damages or had a judgment for money damages docketed against it (if, in either case, after final judgment the judgment is unsatisfied), or if it found that such guarantor issued its Exchange Guarantee with actual intent to hinder, delay or defraud its creditors.

        A court could avoid any payment by us or any such guarantor pursuant to the Exchange Notes or the Exchange Guarantee thereof or any realization on the pledge of assets securing the Exchange Notes or the Exchange Guarantees of such Exchange Notes, and require the return of any payment or the return of any realized value to us or such guarantor, as the case may be, or to a fund for the benefit of our or such guarantor's creditors. In addition, under the circumstances described above, a court could subordinate rather than avoid obligations under the Exchange Notes, the Exchange Guarantees or the pledges. If the court were to avoid any Exchange Guarantee, funds may not be available to pay the Exchange Notes from another guarantor thereof or from any other source.

        The test for determining solvency for purposes of the foregoing will vary depending on the law of the jurisdiction being applied. In general, a court would consider an entity insolvent either if the sum of its existing debts exceeds the fair value of all of its property, or its assets' present fair saleable value is less than the amount required to pay the probable liability on its existing debts as they become due. For this analysis, "debts" include contingent and unliquidated debts. If a court avoided our obligations under the Exchange Notes and the obligations of such guarantor under its Exchange Guarantee thereof, holders of the Exchange Notes would cease to be our creditors or creditors of such guarantor and likely have no source from which to recover amounts due under the Exchange Notes. Even if the Exchange Guarantee of such guarantor is not avoided as a fraudulent transfer, a court may subordinate

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such Exchange Guarantee to such guarantor's other debt. In that event, such Exchange Guarantee would be structurally subordinated to all of such guarantor's other debt.

        The Indenture will limit the liability of each guarantor on its Exchange Guarantee of the Exchange Notes issued thereunder to the maximum amount that such guarantor can incur without risk that its Exchange Guarantee will be subject to avoidance as a fraudulent transfer. This limitation may not protect such Exchange Guarantees from fraudulent transfer challenges or, if it does, the remaining amount dueissued only in fully registered form in minimum denominations of $2,000 and collectible under the Exchange Guarantees may not suffice, if necessary, to pay the Exchange Notes in full when due.larger integral multiples of $1,000.

The collateral is subject to casualty risks.

        We intend to maintain insurance or otherwise insure against hazards in a manner appropriate and customary for our business. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. Insurance proceeds may not compensate us fully for our losses. If there is a complete or partial loss of any of the collateral, the insurance proceeds may not be sufficient to satisfy all of the secured obligations, including the Kratos Notes and the Kratos Guarantees secured thereby.

Our ability to repurchase the Kratos Notes upon a change of control may be limited.

        Upon the occurrence of specific change of control events, we will be required to offer to repurchase all outstanding Kratos Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. The lenders under the Revolver will have the right to accelerate the indebtedness thereunder upon a change of control. Any of our future debt agreements may contain a similar provision. However, we may not have sufficient funds at the time of the change of control to make the required repurchase of Kratos Notes or repayment of our other indebtedness. Any of our future debt agreements may contain similar restrictions. If we fail to repurchase any Kratos Notes submitted in a change of control offer, it would constitute an event of default under the Indenture governing the Kratos Notes which would, in turn, constitute an event of default under the Revolver and could constitute an event of default under our other indebtedness, even if the change of control itself would not cause a default. Important corporate events, such as takeovers, recapitalizations or similar transactions, may not constitute a change of control under the Indenture governing the Kratos Notes and thus not permit the holders of the Kratos Notes to require us to repurchase or redeem the Kratos Notes. See "Description of the Exchange Notes—Repurchase Upon Change of Control."

The Kratos Notes may receive a reduced rating in the future, which could cause a decline in the liquidity or market price of the Exchange Notes.

        If in the future one or more rating agencies assigns the Kratos Notes a reduced rating lower than the current rating, the market price of the Kratos Notes may be adversely affected.

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If you do not exchange your Original Notes pursuant to this exchange offer, you may never be able to sell your Original Notes.

        It may be difficult for you to sell your Original Notes that are not exchanged in the exchange offer. The Original Notes may not be offered or sold unless they are registered or there are exemptions from the registration requirements under the Securities Act and applicable state securities laws. If you do not tender your Original Notes or if we do not accept some of your Original Notes, those notes will continue to be subject to the transfer and exchange restrictions in:

•

the Indenture;



•

the legend on the Original Notes; and



•

the offering circular relating to the Original Notes.

        The restrictions on transfer of your Original Notes arise because we issued the Original Notes pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the Original Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold pursuant to an exemption from such requirements. Holders who do not tender their Original Notes will not have any further registration rights under the registration rights agreement or otherwise, and we do not intend to register the Original Notes under the Securities Act. To the extent Original Notes are tendered and accepted in the exchange offer, the trading market, if any, for the Original Notes would be adversely affected. See "The Exchange Offer—Procedures for Tendering."

There is no active market for the Exchange Notes and if an active trading market does not develop for the Exchange Notes you may not be able to resell them.

The Exchange Notes are a new issue of securities for which there is currently no trading market. We doand will not intend to list the Exchange Notesbe listed on any national securities exchange or include the Exchange Notes for quotation onincluded in any automated dealer quotation system. The initial purchasers of the Stage I Notes indicated that they intend to make a market in the notes; however, they are not obligated to do so and any market-making activities may be discontinued at any time without notice. In addition, market-making activity will be subject to the limits imposed by law. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Exchange Notes. Any such disruptions could adversely affect the prices at which the Exchange Notes may be sold.

        Further, even if a market were to exist, the Exchange Notes could trade at prices that may be lower than the initial offering price depending on many factors, including prevailing interest rates, the markets for similar securities, general economic conditions and our financial condition, current stock price, performance and prospects. The liquidity of, and the trading market for, the Exchange Notes may be adversely affected by general declines or disruptions in the market for non-investment grade debt.

Some holders that exchange their Original Notes may be required to comply with registration and prospectus delivery requirements in connection with the sale or transfer of their Exchange Notes.

        Holders that exchange Original Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes which were acquired by such broker-dealer as a result of market-making or other trading activities may be deemed to be a statutory underwriter under the

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Securities Act and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Holders that are required to comply with the registration and prospectus delivery requirements may face additional burdens on the transfer of their Exchange Notes and could incur liability for failure to comply with applicable requirements.

Your Original Notes will not be accepted for exchange if you fail to follow the applicable exchange offer procedures and, as a result, your Original Notes will continue to be subject to existing transfer restrictions and you may not be able to sell them.

        We will not accept your Original Notes for exchange if you do not follow the applicable exchange offer procedures. We will issue Exchange Notes as part of the applicable exchange offer only after timely receipt of your Original Notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your Original Notes, please allow sufficient time to ensure timely delivery. If we do not receive your Original Notes, a properly completed and duly executed letter of transmittal and other required documents by the expiration date of the applicable exchange offer, we will not accept your Original Notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of Original Notes for exchange. If there are defects or irregularities with respect to your tender of Original Notes, we will not accept your Original Notes for exchange.

Other Risks Related to Kratos

        The entire Federal Government is currently operating under the authority of a Continuing Resolution for the fiscal year ending September 30, 2011, and has suspended certain federal retirement fund payments to finance the nation's general obligations. The failure of the Federal Government to pass a new appropriations bill, extend the Continuing Resolution or increase the nation's debt ceiling could result in a shut down of the government for all nonessential Federal Government services. A shut down of the government for all nonessential Federal Government services could cause the government, government agencies or prime contractors that use Kratos as a subcontractor, to reduce their purchases under existing contracts, to exercise their rights to terminate contracts at-will, to abstain from exercising options to renew contracts, to delay or refrain from making new contract awards, or to delay the payment of Kratos' invoices, any of which could have an adverse effect on Kratos' business, financial condition and results of operations.

        In addition to the foregoing risks, we are, and will continue to be, subject to the risks described in our Annual Report on Form 10-K for the year ended December 26, 2010 and in our subsequent reports on Forms 10-Q and 8-K and other filings with the SEC. All such reports are or will be filed with the SEC and are incorporated by reference into this prospectus. See the section entitled "Where You Can Find More Information" beginning on page 102.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following table sets forth our selected historical consolidated financial data as of the dates and for each of the periods indicated. The selected historical consolidated financial data for the fiscal years ended December 26, 2010, December 27, 2009 and December 28, 2008 and as of December 26, 2010 and December 27, 2009 is derived from our audited consolidated financial statements, which are incorporated by reference into this prospectus. The selected historical consolidated financial data for the fiscal years ended December 31, 2007 and December 31, 2006 and as of December 28, 2008, December 31, 2007 and December 31, 2006 is derived from our audited historical consolidated financial statements, which are not included or incorporated by reference into this prospectus. The selected historical consolidated financial data for the three months ended and as of March 27, 2011 and March 28, 2010 is derived from our unaudited condensed consolidated financial statements incorporated by reference into this prospectus. In our opinion, such unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of our financial position and results of operations for such periods. Interim results for the three months ended and as of March 27, 2011 are not necessarily indicative of, and are not projections for, the results to be expected for the fiscal year ending December 25, 2011.

        You should read the selected historical consolidated financial data below together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and with the consolidated financial statements and notes to the consolidated financial statements for the year ended December 26, 2010, included in our Annual Report on Form 10-K, and for the three months ended March 27, 2011, included in our Quarterly Report on Form 10-Q, each of which has been filed

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with the SEC and all of which are incorporated by reference into this prospectus. See the section entitled "Where You Can Find More Information."

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USE OF PROCEEDS

        We will not receive any cash proceeds from the issuance of the Exchange Notes. In consideration for issuing the Exchange Notes as contemplated in this prospectus, we will receive in exchange Original Notes in like principal amount. The Original Notes surrendered in exchange for Exchange Notes will be retired and canceled and cannot be reissued. Issuance of the Exchange Notes will not result in a change in our amount of outstanding debt.

THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

        On March 25, 2011, the Stage I Issuer issued $285.0 million aggregate principal amount of the Stage I Notes pursuant to the Stage I Indenture. In connection with the purchase and sale of the Stage I Notes, we entered into a registration rights agreement with the initial purchasers of the Stage I Notes. On April 4, 2011, (i) the Stage I Issuer merged with and into the Company, and the Company assumed all the assets and liabilities of the Stage I Issuer including, pursuant to a supplemental indenture to the Stage I Indenture, all the obligations of the Stage I Issuer under the Stage I Indenture, the Stage I Notes and the related Collateral Agreements and (ii) the Company became the issuer of the Stage I Notes under the Stage I Indenture and pledgor under such Collateral Agreements. In addition, on April 15, 2011, the Company redeemed all of the outstanding Stage I Notes by issuing to each Holder in exchange therefor the Original Notes issued by the Company pursuant to the Indenture in a like principal amount.

Based upon an interpretation by the staffon interpretative letters of the SEC contained in no-action letters issuedstaff to third parties unrelated to us, we believe that you maycan resell and transfer the Exchange Notes you receive pursuant to this Exchange Offer without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

If you wish to participate in the Exchange Offer, you must represent to us that these conditions have been met.

If you are a broker-dealer and you will receive Exchange Notes for your own account in exchange Originalfor Unregistered Notes that were acquired as a result of market-making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of the Exchange Notes. See "Plan of Distribution" for a description of the prospectus delivery obligations of broker-dealers.

Any holder of Unregistered Notes who:

cannot rely on the position of the staff of the SEC containedenunciated in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in Shearman & Sterling (available July 2, 1993), or similar no-action letters and, in the no-action letters mentioned above andabsence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available.of the new notes.

The Unregistered Notes accrue interest from and including May 14, 2014. The first interest payment on the Exchange Notes will be made on November 15, 2014. We will pay interest on the Exchange Notes semi-annually on May 15 and November 15 of each year.

If you wish to participate in the Exchange Offer, you must follow the procedures established by DTC for tendering Unregistered Notes held in book-entry form. These procedures require that (i) the exchange for Original Notes, whichagent receive, prior to the broker-dealer acquired as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resaleexpiration date of the Exchange Notes. TheOffer, a computer generated message known as an "agent's message" that is transmitted through DTC's automated tender offer program, and (ii) DTC confirms that:

For more information on tendering your Unregistered Notes,

        Upon the terms and subject please refer to the conditions statedsection in this prospectus entitled "The Exchange Offer—Procedures for Tendering."

If you are a beneficial owner of Unregistered Notes that are held through a broker-dealer, commercial bank, trust company or other nominee and inyou wish to tender such Unregistered Notes, you should contact the registered holder promptly and instruct them to tender your Unregistered Notes on your behalf.

If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your Unregistered Notes, either make appropriate arrangements to register ownership of the Unregistered Notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

If you wish to tender your Unregistered Notes and your Unregistered Notes are not immediately available, or you cannot deliver your Unregistered Notes, the letter of transmittal or any other required documents, or you cannot comply with the procedures under DTC's Automated Tender Offer Program for transfer of book-entry interests prior to the expiration date, you must tender your Unregistered Notes according to the guaranteed delivery procedures set forth in this prospectus under "The Exchange Offer—Guaranteed Delivery Procedures."

Subject to customary conditions, we will accept all Originaloutstanding Unregistered Notes that are properly tendered in the Exchange Offer and not withdrawn prior to 5:00 p.m. New York City time, on the expiration date. After authentication of the Exchange Notes by the trustee or an authenticating agent, we will issue $1,000 principal amount of Exchange Notes in exchange for each $1,000 principal amount of Original Notes accepted in the exchange offer. Holders may tender some or all of their Original Notes in denominations of $2,000 or any integral multiple of $1,000.

        If you wish to exchange your Original Notes for Exchange Notes in the exchange offer, you will be required to represent that:

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any Exchange Notes to be received by you will be acquired in the ordinary course of your business;



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that, at the time of the commencement and consummation of the exchange offer, you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the Securities Act;



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that you are not our "affiliate" (as defined in Rule 405 promulgated under the Securities Act) or, if you are an affiliate, you will comply with any applicable registration and prospectus delivery requirements;



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if you are not a broker-dealer, that you are not engaged in, and do not intend to engage in, the distribution of Exchange Notes; and



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if you are a broker-dealer that will receive Exchange Notes for your own account in exchange for Original Notes that were acquired as a result of market-making or other trading activities, that you will deliver a prospectus in connection with any resale of such Exchange Notes.

        You will make these representations to us by signing or agreeing to be bound by the letter of transmittal.

        Broker-dealers that are receiving Exchange Notes for their own account must have acquired the Original Notes as a result of market-making or other trading activities in order to participate in the exchange offer. Each broker-dealer that receives Exchange Notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes during the 180-day period following the completion of the exchange offer, exclusive of any period during which a stop order suspending the effectiveness of the registration statement of which this prospectus is a part is in effect or we have suspended the use of this prospectus. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer during the 180-day period following the closing of the exchange offer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making or other trading activities. We have agreed that, during the 180-day period following the closing of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

        Holders of Original Notes that are not entitled to participate in the exchange offer and holders who do not receive freely tradable Exchange Notes will have, for a period of 180 dayspromptly as practicable following the consummationexpiration date.

You may withdraw the tender of the exchange offer, the rightyour Unregistered Notes at any time prior to require us to file a registration statement covering resales of their notes. If we do not timely file or cause this resale registration statement to become effective, these holders will be entitled to additional interest.

        As of the date of this prospectus, $285.0 million aggregate principal amount of the Original Notes was outstanding. In connection with the issuance of the Original Notes, we arranged for the Original Notes to be issued and transferable in book-entry form through the facilities of DTC, acting as depositary. The Exchange Notes will also be issuable and transferable in book-entry form through DTC.

        This prospectus, together with the accompanying letter of transmittal, is initially being sent to all registered holders as of the close of business on                  , 2011. We intend to conduct the exchange offer as required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC under the Exchange Act, including Rule 14e-1, to the extent applicable.

        The exchange offer is not conditioned upon any minimum aggregate principal amount of Original Notes being tendered, and holders of the Original Notes do not have any appraisal or dissenters' rights under the General Corporation Law of the State of Delaware or under the Indenture in connection with the exchange offer. No governmental approvals or consents must be received to consummate the exchange offer. We shall be considered to have accepted Original Notes tendered according to the procedures in this prospectus when, as and if we have given oral or written notice of acceptance to the exchange agent. See "—Exchange Agent." The exchange agent will act as agent for the tendering holders for the purpose of receiving Exchange Notes from us and delivering Exchange Notes to those holders.

        If any tendered Original Notes are not accepted for exchange because of an invalid tender or the occurrence of other events described in this prospectus, the unaccepted Original Notes will be credited to the holder's account at DTC according to the procedures described below or, in the case of Original Notes tendered by delivery of certificates, certificates for these unaccepted Original Notes will be returned, at our cost, to the tendering holder of the Original Notes, promptly after the expiration date.

        Holders who tender Original Notes in the exchange offer will not be required to pay brokerage commissions or fees or, except as described in the following sentence, transfer taxes related to the exchange of Original Notes in the exchange offer. If you instruct us to register Exchange Notes in the name of, or request that Original Notes not tendered or not accepted in the exchange offer be returned to, a person other than you, you will be responsible for the payment of any applicable transfer

        The term "expiration date" shall mean 5:00 p.m., New York City time, on            ,      2011 unless we,, the expiration date.

If you are eligible to participate in our sole discretion, extend the exchange offer,this Exchange Offer and you do not tender your Unregistered Notes as described in which case the term "expiration date" shall mean the latest datethis prospectus, your Unregistered Notes may continue to which the exchange offer is extended.

        We expressly reserve the right, in our sole discretion:

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be subject to delay acceptance of any Original Notes or to terminate the exchange offer and to refuse to accept Original Notes not previously accepted, if anytransfer restrictions. As a result of the conditions describedtransfer restrictions and the availability of Exchange Notes, the market for the Unregistered Notes is likely to be much less liquid than before this Exchange Offer. The Unregistered Notes will, after this Exchange Offer, bear interest at the same rate as the Exchange Notes. The Unregistered Notes will not retain any rights under "—Conditions" shall have occurred and shall not have been waived by us;



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to extend the expiration dateregistration rights agreement.

The exchange of the Unregistered Notes for Exchange Notes pursuant to the Exchange Offer will not be a taxable event for U.S. federal income tax purposes. See "Certain U.S. Federal Income Tax Considerations."

Wilmington Trust, National Association, the trustee under the indenture, is serving as exchange offer;agent in connection with the Exchange Offer.

to amendWe will not receive any proceeds from the issuance of Exchange Notes in the Exchange Offer.

$625.0 million aggregate principal amount of 7.000% Senior Secured Notes due 2019 (the "Exchange Notes").

7.000% per annum.

May 15, 2019.

May 15 and November 15 of each year, beginning on November 15, 2014.

The Exchange Notes will be guaranteed on a senior basis by each of our existing and future domestic restricted subsidiaries. See "Description of the exchange offerExchange Notes—Guarantees."

The Exchange Notes and the related Guarantees will be secured by a lien on substantially all of our and the guarantors' assets, subject to certain exceptions and permitted liens. The security interest in any manner;

The Exchange Notes will be our senior obligations and will rank pari passu in right of payment with all of our existing and future senior indebtedness and senior in right of payment with all of our existing and future subordinated indebtedness. The Exchange Notes will be guaranteed on a senior basis by each of our existing and future domestic restricted subsidiaries. Each Guarantee will rank equally in right of payment with the applicable guarantor's existing and future senior debt and rank senior in right of payment to such guarantor's existing and future subordinated debt. The Exchange Notes and Guarantees will be effectively junior to all of our and the guarantors' indebtedness and obligations secured on a first priority basis, including borrowings under our ABL Credit Facility, to the extent permitted by applicable law, to purchase Original Notes in the open market, in privately negotiated transactions or otherwise.

        The terms of the purchases or offers described in the fourth and fifth clauses above may differ from the termsvalue of the exchange offer.

        Any delay in acceptance, termination, extension, or amendmentassets subject to such first priority liens and effectively senior to our and the guarantors' existing and future unsecured obligations to the extent of the value of the collateral securing the Exchange Notes (after taking into account the obligations secured by such assets on a first priority basis). The Exchange Notes and Guarantees will be followed as promptly as practicable by oral or written noticestructurally subordinated to all liabilities of our current and future non-guarantor subsidiaries. See "Description of the Exchange Notes—Guarantees."

Pursuant to an intercreditor agreement, the liens securing the Exchange Notes on the ABL Priority Collateral will be second priority liens that will be expressly junior in priority to the liens on the ABL Priority Collateral that secure obligations under our ABL Credit Facility and the liens securing the Exchange Notes on the Notes Priority Collateral will be first priority liens that will be expressly senior in priority to liens on the Notes Priority Collateral that secure obligations under our ABL Credit Facility. Pursuant to the intercreditor agreement, the liens on the ABL Priority Collateral securing the Exchange Notes may not be enforced for a 180 day "standstill" period, which 180 day "standstill" period will not expire if the agent under the ABL Credit Facility is pursuing remedies. See "Description of the Exchange Notes—Collateral—Intercreditor Agreement."

The Indenture will limit, among other things, our ability and the ability of our restricted subsidiaries to:

These covenants are subject to a number of important exceptions and qualifications. See "Description of the Exchange Notes—Certain Covenants."

The Exchange Notes will be issued only in fully registered form in minimum denominations of $2,000 and larger integral multiples of $1,000.

The Exchange Notes are a new issue of securities and will not be listed on any securities exchange agentor included in any automated quotation system.

See "Risk Factors" and by makingthe other information in this prospectus for a public announcement. If the exchange offer is amended in a manner determined by usdiscussion of risk factors related to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders.our business.

On or after May 15, 2016, we may choose to make public announcements of any delay in acceptance, termination, extension,redeem some or amendmentall of the exchange offer, we shall have no obligationExchange Notes at the redemption prices set forth under "Description of the Exchange Notes—Redemption," plus accrued and unpaid interest to publish, advise, or otherwise communicate any public announcement, other than by making a timely press releasethe date of redemption.

Prior to an appropriate news agency.

        You are advised thatMay 15, 2016, we may extendredeem up to 35% of the exchange offer becauseaggregate principal amount of the Exchange Notes at the premium set forth under "Description of the Exchange Notes—Redemption," plus accrued and unpaid interest to the redemption date, with the net cash proceeds of certain equity offerings.

In addition, we may, at our option, redeem some or all of the Exchange Notes at any time prior to May 15, 2016, by paying a "make whole" premium, plus accrued and unpaid interest, if any, to the date of redemption. See "Description of the Exchange Notes—Redemption."

In addition, at one time prior to May 15, 2016, we may redeem up to 10% of the original aggregate principal amount of the Exchange Notes issued under the Indenture at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest to the date of redemption.

If we experience change of control events, the holders of the OriginalExchange Notes dowill have the right to require us to purchase all or a portion of their Exchange Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. See "Description of the Exchange Notes—Repurchase Upon Change of Control."

Upon certain asset sales, we may be required to offer to use the net proceeds thereof to purchase some of the Exchange Notes at 100% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. See "Description of the Exchange Notes—Certain Covenants—Limitation on Asset Sales."

We will not tender on a timely basis.receive any proceeds from the issuance of Exchange Notes pursuant to the Exchange Offer.