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):             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 10^th 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.

EX-99.1

©

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

©

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.

©

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

©

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

©

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.

©

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

©

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

©

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

©

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

©

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.

©

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

©

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

©

2007 Mercury Computer Systems, Inc.

www.mc.com

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www.mc.com

NASDAQ: MRCY