FORM 8-K

 

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):  October 20, 2005

 

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 2.02. Results of Operations and Financial Condition.

 

On October 20, 2005, Mercury Computer Systems, Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended September 30, 2005. The Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) 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, regardless of any general incorporation language in such filing.

 

USE OF NON-GAAP FINANCIAL MEASURES

 

In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company provides non-GAAP measures adjusted to exclude certain non-cash and other 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 to manage the Company’s business, to evaluate its performance compared to prior periods and the marketplace, and to establish operational goals.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibits    The following exhibit is being furnished herewith.

 

99.1    Press Release, dated October 20, 2005, of Mercury Computer Systems, Inc.

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: October 20, 2005       By:   /S/    ALEX N. BRAVERMAN        
           

Alex N. Braverman

Vice President, Controller and

Chief Accounting Officer

 

 

 

EXHIBIT INDEX

 

Exhibit No.
   

Description

99.1    Press Release, dated October 20, 2005, of Mercury Computer Systems, Inc.