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): September 6, 2007

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 Thursday, September 6, 2007 at the Kaufman Brothers 10th Annual Investor 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 September 6, 2007.

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: September 6, 2007		By:	/s/ Alex N. Braverman
			Alex N. Braverman Vice President, Controller and Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Presentation materials dated September 6, 2007.

EX-99.1

©

2005  Mercury Computer Systems, Inc.

Jay

Bertelli,

President,

Chief

Executive

Officer

&

Chairman

Bob

Hult,

SVP,

Chief

Financial

Officer

Kaufman Bros. 10th Annual Investor

Conference

September 6, 2007

Exhibit 99.1

©

2005 Mercury Computer Systems, Inc.

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

2007

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,

2006.

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 Fourth Quarter and Fiscal Year 2007 earnings release, which can be found on our website at

www.mc.com/mediacenter/pr/.

©

2005 Mercury Computer Systems, Inc.

3

What We Do

•

Solve problems too complex for standard computing

•

Architect optimal solutions for compute and data

intensive applications

•

Unique skill set for advanced, real-time, 3D visualization

•

Provide cost-effective hardware and software products

and system-level solutions

Customer

Specific

Application

Specific

High Performance

Computing

Commodity

Computing

Specialized

Computing

Platforms

Outsourced

Solution

Services

©

2005 Mercury Computer Systems, Inc.

4

Mercury Overview

•

Founded in 1983

•

FY2007 revenues of        

$224 million

•

End markets:

Aerospace &

Defense

Life Sciences

Semiconductor

Equipment

Geosciences

Communications

FY07 (Ended June) Revenue Mix

Defense

CIV

ABSU

MPS

©

2005 Mercury Computer Systems, Inc.

5

Investment Highlights

•

Data explosion across multiple markets

•

Mercury uniquely positioned to implement multi-core

processing systems

•

Strategic acquisitions starting to produce

•

Large opportunity in 3D medical imaging

•

New alignment of internal competencies should drive

new business opportunities

•

Recent cost-reduction initiatives should improve

margins

©

2005 Mercury Computer Systems, Inc.

6

Unique Set of Technology Capabilities

Solutions for Complex Computing Problems

Aerospace &

Defense

Life Sciences

Communications

Video

Semiconductor

Geosciences

Cell BE, FPGA,

GPU,

Multicore,

Pentium

DSP

Processor Platforms

Compute-intensive

applications

software, systems

Mercury

engineering, and

domain

expertise

©

2005 Mercury Computer Systems, Inc.

7

Emerging Markets

Organizing the Company Around our Core Business Model

AUSG

Biotech

Visage

Imaging

(Life

Sciences,

amira-

medical)

Advanced Computing Solutions

Market Investments

Leveraged

Core Product

Investments

Stream

Computing

Application

Acceleration

Radar

SIGINT

Def

Comms

Semi

MEDICAL

Comms

Solution

Architecture

SEISMIC

Sonar

Specialized Computing Business

Federal

VSG

Visualization

©

2005 Mercury Computer Systems, Inc.

8

New Business Unit:  Advanced Computing Solutions

Leveraging Mercury

technology across:

•

Defense

•

Semiconductor

•

Communications

•

Intelligence

•

Homeland

Security

•

Research

©

2005 Mercury Computer Systems, Inc.

9

Mercury Well-Positioned in Defense

•Strong customer base

20 years of experience

COTS model

•Technology leadership

Strong position in large, complex radar

systems

Programmable solutions moving closer

to the war fighter

•Broadening market portfolio

Signals intelligence

Net-centric warfare

•

Wideband Data Links

UAVs

•

Synthetic Vision

Sonar

Smart weapons

Ground based radar

©

2005 Mercury Computer Systems, Inc.

10

Mercury Federal

GOAL:

Extend Mercury’s capabilities directly into:

•

Intelligence Agencies

•

Homeland Security

To solve their unique problems

•

Massive amounts of sensor data into intelligent information

actionable by the recipient

New business model for Mercury

•

Government contracting vehicle

•

Consulting services

•

Systems engineering

•

Products and services

©

2005 Mercury Computer Systems, Inc.

11

Semiconductor Creation Market

•

Supplying application-

enabling solutions to

leading OEMs

•

Growth driven by production

design wins

Mask generation

Wafer inspection

Reticle inspection

•

Positioned for the next wave

Mercury Cell BE-based solutions

uniquely meet market needs

Emerging new applications for

Mercury solutions

Strong Organic Growth

36% CAGR

FY 2002-2007

Mercury Semiconductor Segment  Revenue

FY

2002

–

FY

2007

$7 M

FY 2002

$32 M

FY 2007

©

2005 Mercury Computer Systems, Inc.

12

EDA:  New Market Leveraging Mercury Technology

•

Compute-intensive processing 

required to prepare designs for

mask creation

Resolution Enhancement

Technology (RET)

Design For Manufacturing (DFM)

•

Mercury Cell BE-based solutions

to provide over 10 Teraflops to

speed application by 10x to 100x

•

Partnership with Mentor

Graphics to deploy first Cell BE-

based platform for EDA market

©

2005 Mercury Computer Systems, Inc.

13

Communications

•

Communications market

potential

System development

platforms for wireless

infrastructure applications

•

Growth Opportunity

AdvancedTCA DSP and FPGA

compute solutions

•

Example: Satellite ground stations

for Ancillary Terrestrial Component

(ATC)

•

Wideband Data Link Modems for

Net-centric Warfare

©

2005 Mercury Computer Systems, Inc.

14

Visage Imaging

•

Wholly owned subsidiary

•

Focused on software-based

medical imaging solutions

•

Web based PACS

•

Client / server model for 3D

visualization

•

Distribution Strategy

•

OEMs

•

Direct

•

Distributors

•

Market Segments

•

Clinical DMI

•

Microscopy

•

Biomedical Research

•

Pharma

©

2005 Mercury Computer Systems, Inc.

15

Broad Set of Capabilities

Acquire

Visualize

Manage

Distribute

•

Visage VR

volume

rendering

•

Visage WS

workstation

•

Visage CS thin

client server

Reconstruct

•

Visage RT image

reconstruction

•

GPU acceleration

•

CELL technology

acceleration

•

Multi-channel

MRI receiver

•

CT gantry

dose

controller

•

Visage PACS

•

Visage CS thin

client server

•

Visage CS

Cardiac analysis

•

Visage

PACS

•

©

2005 Mercury Computer Systems, Inc.

16

Visage Has Most Complete Solution

X

X

X

X

X

Visage Imaging

(Mercury)

X

X

Analogic

X

X

X

Merge/Cedara

X

X

Vital Images +

Innovation

X

X

X

TeraRecon

X

Barco/Voxar

X

X

X

X

X

X

X

Analogic

X

X

X

Merge/Cedara

X

X

Vital Images +

X

X

X

TeraRecon

X

Barco/Voxar

Control

Recon

Visualize  

Distribute  

Archive

Medical

Imaging

–

Signal

Processing

and

Workflow

Hardware & Software Solutions

Gantry

Data

Explosion

Competition

©

2005 Mercury Computer Systems, Inc.

17

Emerging Businesses

•

Emerging markets where Mercury can leverage its

technology

Visualization Sciences Group (incubator)

•

Oil and Gas Exploration

•

Industrial Design

•

Corp and Univ Research Labs

•

Non-destructive Testing

Synthetic Vision for UAVs

•

Border Patrol

•

Forest Fire Detection

•

Utility and Pipeline Monitoring

Biotech

•

Drug discovery –

computer simulation

•

Very early stage

•

Potentially large niche markets

•

Focus on selling applications and services

•

FY08 Investment Year

©

2005  Mercury Computer Systems, Inc.

Financial Overview

©

2005 Mercury Computer Systems, Inc.

19

Revenue ($M)

$86

$107

$141

$181

$150

$180

$186

$250

$236

$225*

$224

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008E

Revenue Follows Technology Cycles

Echotek –

A/D-D/A

June Fiscal Year End

*Per Company guidance, July 26, 2007 earnings conference call

PowerPC

RACE++

MP-510

Cell BE

Processor

DSP/GPU / FPGA Processors

Northstar

Ensemble

PowerStream 7000

TGS –

3D

Momentum -

SBC

SoHard –

PACS

ARC -

RF

Rapid IO

10% CAGR

FY98 –

FY08E

©

2005 Mercury Computer Systems, Inc.

20

Focus on Working Capital

•

Supply chain

transformation

Competitive advantage for

Mercury and customers

•

Customer satisfaction

DSO target 50 days

Inventory Turns

4.9

6.9

5.4

4.6

4.1

4.6

7.5

2003

2004

2005

2006

2007

2008E

Model

Days Sales Outstanding

43

51

53

59

61

56

50

2003

2004

2005

2006

2007

2008E

Model

©

2005 Mercury Computer Systems, Inc.

21

Strong Balance Sheet

Historically strong

balance sheet

Net cash positive

Projected FY08 capex

of $7 million

Positive free cash

flow in FY08

•

2% convertible senior notes offering due 2024

Quarter ended June 30, 2007

Cash and Equivalents

$157

Total Current Assets

$196

Total Assets

$360

Total Debt

$125

Total Liabilities

$191

Stockholders’

Equity

$169

*

©

2005 Mercury Computer Systems, Inc.

22

Commitment to Timeless Business Model

Non-GAAP 

FY05

FY06

FY07

Guidance

FY08*

Timeless

Business Model

Revenue

100%

100%

100%

100%

100%

Gross Margin

66%

62%

56%

57%

60+%

SG&A

29%

34%

36%

R&D

20%

25%

26%

Income from Operations

17%

3%

(6%)

0%

16-18%

*Per Company guidance, July 26, 2007 earnings conference call

©

2005 Mercury Computer Systems, Inc.

23

Q1 Fiscal Year 2008 Guidance

•

Impact of equity-based compensation costs related to FAS

123(R) of approximately $2.6M excluded from non-GAAP

•

Acquisition-related amortization of approximately $1.8M

excluded from non-GAAP

Notes:

1)

Figures in millions, except percent and per share data which includes

adjustment for contingent convertibles, in accordance with GAAP

2)

Company guidance, July 26, 2007 earnings conference call

Quarter Ending September 30, 2007

Revenues ($M)

$48

      GAAP 

Non-GAAP

Gross Margin

57%

57%

EPS

$(0.33)

$(0.08)

©

2005 Mercury Computer Systems, Inc.

24

Fiscal Year 2008 Guidance

Fiscal Year Ending June 30, 2008

Revenues ($M)

$225

      GAAP 

Non-GAAP

Gross Margin

57%

57%

EPS

$(0.63)

$0.17

Notes:

1)

Figures in millions, except percent and per share data which includes

adjustment for contingent convertibles, in accordance with GAAP

2)

Company guidance, July 26, 2007 earnings conference call

•

Impact of equity-based compensation costs related to FAS

123(R) of approximately $11M excluded from non-GAAP

•

Acquisition-related amortization of approximately $7M

excluded from non-GAAP

©

2005 Mercury Computer Systems, Inc.

25

www.mc.com

NASDAQ: MRCY