15, 2014 Debt Securities Preferred Stock Common Stock Warrants Units Preferred Stock Purchase Rights (5) Total August 15, 2014. Defense Systems. to, continued funding of defense programs, the timing and amounts of such funding, general economic and business conditions, including unforeseen weakness in the Company’s markets, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, changes in, or in the U.S. Government’s interpretation of, federal export control or procurement rules and regulations, market acceptance of the Company's products, shortages in components, production delays due to performance quality issues with outsourced components, inability to fully realize the expected benefits from acquisitions, divestitures and benefits, challenges in integrating acquired businesses and achieving anticipated synergies, changes to export rates, changes to generally accepted accounting principles, difficulties in retaining key employees and customers, unanticipated costs under fixed-price service and system integration various other factors beyond our control. the acquisition of other companies or businesses; subordinated debt securities; preferred stock; common stock; warrants; units; or any combination of the foregoing securities. after the obligation underlying payment becomes due and payable. After funds have been returned to us, the holder of the debt security may look only to us for payment, without payment of interest for the period which we hold the funds. provision will not prevent any holder of debt securities from instituting suit for the enforcement of payment of the principal of, and any premium, or make-whole amount, and interest on, such debt securities at the respective due dates thereof. below or in the applicable prospectus supplement, owners of beneficial interest in a global security will not be entitled to have any of the individual debt securities represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of any such debt securities in definitive form and will not be considered the owners or holders thereof under the applicable indenture. Beneficial owners of debt securities evidenced by a global security will not be considered the owners or holders thereof under the applicable indenture for any purpose, including with respect to the giving of any direction, instructions or approvals to the trustee under the indenture. Accordingly, each person owning a beneficial interest in a global security with respect to which DTC is the depository must rely on the procedures of DTC and, if such person is not a participant with the depository, on the procedures of the participant through which such person owns its interests, to exercise any rights of a holder under the applicable indenture. We understand that, under existing industry practice, if DTC requests any action of holders or if an owner of a beneficial interest in a global security desires to give or take any action which a holder is entitled to give or take under the applicable indenture, DTC would authorize the participants holding the relevant beneficial interest to give or take such action, and such participants would authorize beneficial owners through such participants to give or take such actions or would otherwise act upon the instructions of beneficial owners holding through them. winding up of our affairs, the holders of each series of preferred stock shall be entitled to receive out of assets legally available for distribution to stockholders, liquidating distributions in the amount of the liquidation preference per share set forth in the applicable prospectus supplement, plus any accrued and unpaid dividends thereon. Such dividends will not include any accumulation in respect of unpaid noncumulative dividends for prior dividend periods. After payment of the full amount of their liquidating distributions, the holders of preferred stock will have no right or claim to any of our remaining assets. Upon any such voluntary or involuntary liquidation, dissolution or winding up, if our available assets are insufficient to pay the amount of the liquidating distributions on all outstanding preferred stock and the corresponding amounts payable on all other classes or series of our capital stock ranking on parity with the preferred stock and all other such classes or series of shares of capital stock ranking on parity with the preferred stock in the distribution of assets, then the holders of the preferred stock and all other such classes or series of capital stock will share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be entitled. President or 40% in interest of the shareholders. Our bylaws, as well as applicable provisions of the Massachusetts General Laws, provide that no action required or permitted to be taken at any annual or special meeting of our shareholders may be taken without a meeting, unless the unanimous consent of shareholders entitled to vote on the matter is obtained. These provisions may diminish the likelihood that a potential acquiror would make an offer for our common stock or that there would otherwise be a change in control of our company. SEC and is attached hereto as an exhibit. Annual Report on Form 10-K for the fiscal year ended June 30, The description of our common stock contained in our registration statement on Form 8-A, which was filed on January 7, 1998, including any amendment or report filed for the purpose of updating such description; and Registration fee Legal fees and expenses Accounting fees and expenses Printing fees and expenses Transfer agent and trustee fees Miscellaneous Total (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;provided,however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; Signature Date Mark Aslett Charles A. Speicher2, 2011 COMPUTER SYSTEMS, INC.Massachusetts 04-2741391Massachusetts 04-2741391 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) Registrant’sRegistrant's Principal Executive Offices) Computer Systems, Inc.“large"large accelerated filer,” “accelerated filer”" "accelerated filer" and “smaller"smaller reporting company”company" in Rule 12b- 2 of the Exchange Act. Title of Each Class of Securities to be Registered (1)(2) Proposed Maximum
Aggregate Offering
Price (1)(3) Amount of
Registration Fee (4) $500,000,000 $58,050 Title of Each Class of Securities to be Registered (1)(2) Proposed Maximum
Aggregate Offering
Price (1)(3) Amount of
Registration Fee (4)Debt Securities Preferred Stock Common Stock Warrants Units Preferred Stock Purchase Rights (5) Total $500,000,000 $64,400 (1) Not specified as to each class of securities to be registered hereunder pursuant to General Instruction II.D. to Form S-3 under the Securities Act of 1933, as amended. (2) Includes an indeterminate number of securities that may be issued in primary offerings or upon exercise, conversion or exchange of any securities registered hereunder that provide for exercise, conversion or exchange. (3) With respect to debt securities, excluding accrued interest and accrued amortization of discount, if any, to the date of delivery. (4) The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended. Pursuant to Rule 457(p) of the Securities Act of 1933, as amended, $58,050 of the $58,050 registration fee paid by Mercury Systems, Inc. in connection with the Registration Statement on Form S-3 (Registration No. 333-175978) filed on August 2, 2011, remains unused under Registration No. 333-175978 and is available for future offset and is being carried forward to this registration statement. (5) This registration statement also relates to the rights to purchase shares of Series B Junior Participating Cumulative Preferred Stock of the registrant, which are attached to all shares of common stock, pursuant to the terms of the registrant’sregistrant's Shareholder Rights Agreement dated December 14, 2005. Until the occurrence of prescribed events, the rights are not exercisable, are evidenced by the certificates for the common stock, and will be transferred only with such common stock.Subject to completion, dated August 2, 2011. Computer Systems, Inc. may offer and sell, from time to time, either individually or in units. Each time we sell securities we will provide a prospectus supplement that will contain specific information about the terms of any debt or equity securities we offer and the specific manner in which we will offer the debt or equity securities. The prospectus supplement will also contain information, where appropriate, about material United States federal income tax consequences relating to, and any listing on a securities exchange of, the debt or equity securities covered by the prospectus supplement. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our securities.“Risk Factors”"Risk Factors" contained in this prospectus and the applicable prospectus supplement, and under similar headings in the other documents that are incorporated by reference into this prospectus.. Page 1Page MERCURY COMPUTER SYSTEMS, INC.THIS PROSPECTUS 1 ABOUT MERCURY SYSTEMS, INC 1 2RISK FACTORS 1 21 2 DESCRIPTION OF THE SECURITIES 3 DESCRIPTION OF DEBT SECURITIES 4 56 2117 2722 2924 3025 3328 3630 3731 3731 3731 “Mercury,” “we,” “our,” “us”"Mercury," "we," "our," "us" or “our company”"our company" in this prospectus refer to Mercury Computer Systems, Inc., a Massachusetts corporation.“Where"Where You Can Find More Information.”COMPUTER SYSTEMS, INC.design, manufacture and marketprovide commercially developed, high performance, embedded, real-time digital signalspecialized processing subsystems and image processing systems and softwareservices for specializedcritical commercial, defense and commercial computing markets.intelligence applications. We deliver innovative solutions, rapid time-to-value and service and support to our defense prime contractor customers. Our products and solutions playhave been deployed in more than 300 programs with over 25 different defense prime contractors. Key programs include Aegis, Patriot, Surface Electronic Warfare Improvement Program ("SEWIP"), Gorgoncritical role in a wide rangebroad spectrum of applications, transforming sensor data to information for analysisdefense programs and interpretation. In military reconnaissance we deliver our solutionssurveillance platforms, our systems process real-time radar, video, sonarservices via two business units: (i) Mercury Commercial Electronics; and signals intelligence data. Our systems are also used in semiconductor imaging applications, including photomask generation and wafer inspection. We also provide radio frequency products for enhanced communications capabilities in military and commercial applications. Additionally, we entered the prime defense contracting market space in fiscal 2008 through the creation of our wholly-owned subsidiary,(ii) Mercury Federal Systems, Inc., to focus on reaching the federal intelligence and homeland security agencies.“MRCY.”"MRCY." Our executive offices are located at 201 Riverneck Road, Chelmsford, Massachusetts 01824 and our telephone number is (978) 256-1300.1“Risk Factors”"Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2010, and in our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2010, December 31, 2010 and March 31, 2011, each2014 on file with the SEC, which are incorporated by reference into this prospectus.prospectus and which may be amended, supplemented or superseded from time to time by other reports that we subsequently file with the SEC. Before you invest in our securities, you should carefully consider these risks as well as other information we include or incorporate by reference into this prospectus and the applicable prospectus supplement. The risks and uncertainties we have described are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities. The discussion of risks includes or refers to forward-looking statements; you should read the explanation of the qualifications and limitations on such forward-looking statements discussed elsewhere in this prospectus.The“would,“could,” “should,” “could,“would,” “plan,“plans,” “expect,“expects,” “anticipate,“anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential” and similar expressions are intended to identify forward-looking statements regarding events, conditions and financials trends that may affect our future plans of operations, business strategy, results of operations and financial position.expressions. These forward-looking statements which include those related to our strategic plans, business outlook, and future business and financial performance, involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such[Such risks and uncertainties include, but are not limited to:our markets;conflicts;competition;marketing;programs;patterns;mix;innovations;continued funding of defense programs, including the timing of such funding;regulations;our products;components;components;2divestituresrestructurings, or delays in realizing such benefits;synergies;regulations;rates;principles;customers;engagements;engagements, andmade. Wemade and are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performances. Except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.34“Where"Where You Can Find More Information”Information" to find out how you can obtain a copy of those documents.5“senior"senior indenture.”" Any subordinated debt securities will be issued under one or more separate indentures, dated as of a date prior to such issuance, between us and U.S. Bank National Association, as trustee, as amended or supplemented from time to time. We will refer to any such indenture throughout this prospectus as the “subordinated indenture”"subordinated indenture" and to the trustee under the senior or subordinated indenture as the “trustee.”"trustee." The senior indenture and the subordinated indenture are sometimes collectively referred to in this prospectus as the “indentures.”"indentures." The indentures will be subject to and governed by the Trust Indenture Act of 1939, as amended. We included copies of the forms of the indentures as exhibits to our registration statement and they are incorporated into this prospectus by reference.“Where"Where You Can Find More Information”Information" to find out how you can obtain a copy of those documents. Except as otherwise indicated, the terms of the indentures are identical. As used under this caption, the term “debt securities”"debt securities" includes the debt securities being offered by this prospectus and all other debt securities issued by us under the indentures.do not limit the amount of debt securities that we may issue;allow us to issue debt securities in one or more series;do not require us to issue all of the debt securities of a series at the same time;• do not limit the amount of debt securities that we may issue; allow us to reopen a series to issue additional debt securities without the consent of the holders of the debt securities of such series; andprovide that the debt securities will be unsecured, except as may be set forth in the applicable prospectus supplement.• allow us to issue debt securities in one or more series; • do not require us to issue all of the debt securities of a series at the same time; • allow us to reopen a series to issue additional debt securities without the consent of the holders of the debt securities of such series; and • provide that the debt securities will be unsecured, except as may be set forth in the applicable prospectus supplement. “—Subordination”"—Subordination" and in the applicable prospectus supplement.6the title of the debt securities and whether they are senior or subordinated;the aggregate principal amount of the debt securities being offered, the aggregate principal amount of the debt securities outstanding as of the most recent practicable date and any limit on their aggregate principal amount, including the aggregate principal amount of debt securities authorized;the price at which the debt securities will be issued, expressed as a percentage of the principal and, if other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof or, if applicable, the portion of the principal amount of such debt securities that is convertible into common stock or preferred stock or the method by which any such portion shall be determined;• the title of the debt securities and whether they are senior or subordinated; if convertible, the terms on which such debt securities are convertible, including the initial conversion price or rate and the conversion period and any applicable limitations on the ownership or transferability of common stock or preferred stock received on conversion;the date or dates, or the method for determining the date or dates, on which the principal of the debt securities will be payable;the fixed or variable interest rate or rates of the debt securities, or the method by which the interest rate or rates is determined;• the aggregate principal amount of the debt securities being offered, the aggregate principal amount of the debt securities outstanding as of the most recent practicable date and any limit on their aggregate principal amount, including the aggregate principal amount of debt securities authorized; the date or dates, or the method for determining the date or dates, from which interest will accrue;the dates on which interest will be payable;the record dates for interest payment dates, or the method by which we will determine those dates;• the price at which the debt securities will be issued, expressed as a percentage of the principal and, if other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof or, if applicable, the portion of the principal amount of such debt securities that is convertible into common stock or preferred stock or the method by which any such portion shall be determined; the persons to whom interest will be payable;the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months;any make-whole amount, which is the amount in addition to principal and interest that is required to be paid to the holder of a debt security as a result of any optional redemption or accelerated payment of such debt security, or the method for determining the make-whole amount;• if convertible, the terms on which such debt securities are convertible, including the initial conversion price or rate and the conversion period and any applicable limitations on the ownership or transferability of common stock or preferred stock received on conversion; the place or places where the principal of, and any premium, or make-whole amount, and interest on, the debt securities will be payable;where the debt securities may be surrendered for registration of transfer or conversion or exchange;where notices or demands to or upon us in respect of the debt securities and the applicable indenture may be served;• the date or dates, or the method for determining the date or dates, on which the principal of the debt securities will be payable; the times, prices and other terms and conditions upon which we may redeem the debt securities;any obligation we have to redeem, repay or purchase the debt securities pursuant to any sinking fund or analogous provision or at the option of holders of the debt securities, and the times and prices at which we must redeem, repay or purchase the debt securities as a result of such an obligation;7• the fixed or variable interest rate or rates of the debt securities, or the method by which the interest rate or rates is determined; • the date or dates, or the method for determining the date or dates, from which interest will accrue; • the dates on which interest will be payable; • the record dates for interest payment dates, or the method by which we will determine those dates; • the persons to whom interest will be payable; • the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months; • any make-whole amount, which is the amount in addition to principal and interest that is required to be paid to the holder of a debt security as a result of any optional redemption or accelerated payment of such debt security, or the method for determining the make-whole amount; • the place or places where the principal of, and any premium, or make-whole amount, and interest on, the debt securities will be payable; • where the debt securities may be surrendered for registration of transfer or conversion or exchange; • where notices or demands to or upon us in respect of the debt securities and the applicable indenture may be served; the currency or currencies in which the debt securities are denominated and payable if other than United States dollars, which may be a foreign currency or units of two or more foreign currencies or a composite currency or currencies and the terms and conditions relating thereto, and the manner of determining the equivalent of such foreign currency in United States dollars;whether the principal of, and any premium, or make-whole amount, or interest on, the debt securities of the series are to be payable, at our election or at the election of a holder, in a currency or currencies other than that in which the debt securities are denominated or stated to be payable, and other related terms and conditions;whether the amount of payments of principal of, and any premium, or make-whole amount, or interest on, the debt securities may be determined according to an index, formula or other method and how such amounts will be determined;• the times, prices and other terms and conditions upon which we may redeem the debt securities; • any obligation we have to redeem, repay or purchase the debt securities pursuant to any sinking fund or analogous provision or at the option of holders of the debt securities, and the times and prices at which we must redeem, repay or purchase the debt securities as a result of such an obligation; whether the debt securities will be in registered form, bearer form or both and (1) if in registered form, the person to whom any interest shall be payable, if other than the person in whose name the security is registered at the close of business on the regular record date for such interest, or (2) if in bearer form, the manner in which, or the person to whom, any interest on the security shall be payable if otherwise than upon presentation and surrender upon maturity;any restrictions applicable to the offer, sale or delivery of securities in bearer form and the terms upon which securities in bearer form of the series may be exchanged for securities in registered form of the series and vice versa if permitted by applicable laws and regulations;whether any debt securities of the series are to be issuable initially in temporary global form and whether any debt securities of the series are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global security may or shall be required to exchange their interests for other debt securities of the series, and the manner in which interest shall be paid;• the currency or currencies in which the debt securities are denominated and payable if other than United States dollars, which may be a foreign currency or units of two or more foreign currencies or a composite currency or currencies and the terms and conditions relating thereto, and the manner of determining the equivalent of such foreign currency in United States dollars; the identity of the depositary for securities in registered form, if such series are to be issuable as a global security;the date as of which any debt securities in bearer form or in temporary global form shall be dated if other than the original issuance date of the first security of the series to be issued;the applicability, if any, of the defeasance and covenant defeasance provisions described in this prospectus or in the applicable indenture;• whether the principal of, and any premium, or make-whole amount, or interest on, the debt securities of the series are to be payable, at our election or at the election of a holder, in a currency or currencies other than that in which the debt securities are denominated or stated to be payable, and other related terms and conditions; whether and under what circumstances we will pay any additional amounts on the debt securities in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities in lieu of making such a payment;whether and under what circumstances the debt securities being offered are convertible into common stock or preferred stock, as the case may be, including the conversion price or rate or manner or calculation thereof;the circumstances, if any, specified in the applicable prospectus supplement, under which beneficial owners of interests in the global security may obtain definitive debt securities and the manner in which payments on a permanent global debt security will be made if any debt securities are issuable in temporary or permanent global form;• whether the amount of payments of principal of, and any premium, or make-whole amount, or interest on, the debt securities may be determined according to an index, formula or other method and how such amounts will be determined; any provisions granting special rights to holders of securities upon the occurrence of such events as specified in the applicable prospectus supplement;if the debt securities of such series are to be issuable in definitive form only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or conditions;8• whether the debt securities will be in registered form, bearer form or both and (1) if in registered form, the person to whom any interest shall be payable, if other than the person in whose name the security is registered at the close of business on the regular record date for such interest, or (2) if in bearer form, the manner in which, or the person to whom, any interest on the security shall be payable if otherwise than upon presentation and surrender upon maturity; • any restrictions applicable to the offer, sale or delivery of securities in bearer form and the terms upon which securities in bearer form of the series may be exchanged for securities in registered form of the series and vice versa if permitted by applicable laws and regulations; • whether any debt securities of the series are to be issuable initially in temporary global form and whether any debt securities of the series are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global security may or shall be required to exchange their interests for other debt securities of the series, and the manner in which interest shall be paid; • the identity of the depositary for securities in registered form, if such series are to be issuable as a global security; • the date as of which any debt securities in bearer form or in temporary global form shall be dated if other than the original issuance date of the first security of the series to be issued; • the applicability, if any, of the defeasance and covenant defeasance provisions described in this prospectus or in the applicable indenture; • whether and under what circumstances we will pay any additional amounts on the debt securities in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities in lieu of making such a payment; • whether and under what circumstances the debt securities being offered are convertible into common stock or preferred stock, as the case may be, including the conversion price or rate or manner or calculation thereof; • the circumstances, if any, specified in the applicable prospectus supplement, under which beneficial owners of interests in the global security may obtain definitive debt securities and the manner in which payments on a permanent global debt security will be made if any debt securities are issuable in temporary or permanent global form; • any provisions granting special rights to holders of securities upon the occurrence of such events as specified in the applicable prospectus supplement; • if the debt securities of such series are to be issuable in definitive form only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or conditions; the name of the applicable trustee and the nature of any material relationship with us or any of our affiliates, and the percentage of debt securities of the class necessary to require the trustee to take action;any deletions from, modifications of, or additions to our events of default or covenants and any change in the right of any trustee or any of the holders to declare the principal amount of any of such debt securities due and payable;applicable CUSIP numbers; and• the name of the applicable trustee and the nature of any material relationship with us or any of our affiliates, and the percentage of debt securities of the class necessary to require the trustee to take action; any other terms of such debt securities not inconsistent with the provisions of the applicable indenture.• any deletions from, modifications of, or additions to our events of default or covenants and any change in the right of any trustee or any of the holders to declare the principal amount of any of such debt securities due and payable; • applicable CUSIP numbers; and • any other terms of such debt securities not inconsistent with the provisions of the applicable indenture. “original"original issue discount securities.”" The applicable prospectus supplement will describe the United States federal income tax consequences and other relevant considerations applicable to original issue discount securities.“—"—Merger, Consolidation or Sale of Assets”Assets" or as may be set forth in any prospectus supplement, the debt securities will not contain any provisions that (1) would limit our ability to incur indebtedness or (2) would afford holders of debt securities protection in the event of (a) a highly leveraged or similar transaction involving us, or (b) a change of control or reorganization, restructuring, merger or similar transaction involving us that may adversely affect the holders of the debt securities. In the future, we may enter into transactions, such as the sale of all or substantially all of our assets or a merger or consolidation, that may have an adverse effect on our ability to service our indebtedness, including the debt securities, by, among other things, substantially reducing or eliminating our assets.“substantially all”"substantially all" as it relates to the sale of assets. Additionally, New York cases interpreting the term “substantially all”"substantially all" rely upon the facts and circumstances of each particular case. Consequently, to determine whether a sale of “substantially all”"substantially all" of our assets has occurred, a holder of debt securities must review the financial and other information that we have disclosed to the public.9exchange them for any authorized denomination of other debt securities of the same series and of a like aggregate principal amount and kind upon surrender of such debt securities at the corporate trust office of the applicable trustee or at the office of any transfer agent that we designate for such purpose; andsurrender them for registration of transfer or exchange at the corporate trust office of the applicable trustee or at the office of any transfer agent that we designate for such purpose.• exchange them for any authorized denomination of other debt securities of the same series and of a like aggregate principal amount and kind upon surrender of such debt securities at the corporate trust office of the applicable trustee or at the office of any transfer agent that we designate for such purpose; and • surrender them for registration of transfer or exchange at the corporate trust office of the applicable trustee or at the office of any transfer agent that we designate for such purpose. issue, register the transfer of or exchange debt securities of any series during a period beginning at the opening of business 15 days before the day that the notice of redemption of any debt securities selected for redemption is mailed and ending at the close of business on the day of such mailing;register the transfer of or exchange any debt security, or portion thereof, so selected for redemption, in whole or in part, except the unredeemed portion of any debt security being redeemed in part; andissue, register the transfer of or exchange any debt security that has been surrendered for repayment at the option of the holder, except the portion, if any, of such debt security not to be so repaid.• issue, register the transfer of or exchange debt securities of any series during a period beginning at the opening of business 15 days before the day that the notice of redemption of any debt securities selected for redemption is mailed and ending at the close of business on the day of such mailing; • register the transfer of or exchange any debt security, or portion thereof, so selected for redemption, in whole or in part, except the unredeemed portion of any debt security being redeemed in part; and • issue, register the transfer of or exchange any debt security that has been surrendered for repayment at the option of the holder, except the portion, if any, of such debt security not to be so repaid. either we are the continuing entity, or the successor entity, if other than us, assumes the obligations (A) to pay the principal of, and any premium (or make-whole amount) and interest on, all of the debt securities and (B) to duly perform and observe all of the covenants and conditions contained in each indenture;after giving effect to the transaction, there is no event of default under the indentures and no event which, after notice or the lapse of time, or both, would become such an event of default, occurs and continues; andan officers’ certificate and legal opinion covering such conditions are delivered to each applicable trustee.• either we are the continuing entity, or the successor entity, if other than us, assumes the obligations (1) to pay the principal of, and any premium (or make-whole amount) and interest on, all of the debt securities and (2) to duly perform and observe all of the covenants and conditions contained in each indenture; 10• after giving effect to the transaction, there is no event of default under the indentures and no event which, after notice or the lapse of time, or both, would become such an event of default, occurs and continues; and • an officers' certificate and legal opinion covering such conditions are delivered to each applicable trustee. CovenantsExistenceExistence. Except as described under “—"—Merger, Consolidation or Sale of Assets,”" the indentures require us to do or cause to be done all things necessary to preserve and keep in full force and effect our existence, rights and franchises. However, the indentures do not require us to preserve any right or franchise if we determine that any right or franchise is no longer desirable in the conduct of our business.subsidiaries’subsidiaries' income, profits or property, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon our property or the property of our subsidiaries. However, we will not be required to pay, discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.default in the payment of any installment of interest on any debt security of such series continuing for 30 days;default in the payment of principal of, or any premium, or make-whole amount, on any debt security of such series when it becomes due and payable at its stated maturity;default in making any sinking fund payment as required for any debt security of such series when due;• default in the payment of any installment of interest on any debt security of such series continuing for 30 days; default in the performance or breach of any covenant or warranty in the debt securities or in the indenture by Mercury continuing for 60 days after written notice as provided in the applicable indenture, but not of a covenant added to the indenture solely for the benefit of a series of debt securities issued thereunder other than such series;a default under any bond, debenture, note, mortgage, indenture or instrument:• default in the payment of principal of, or any premium, or make-whole amount, on any debt security of such series when it becomes due and payable at its stated maturity; • default in making any sinking fund payment as required for any debt security of such series when due; • default in the performance or breach of any covenant or warranty in the debt securities or in the indenture by Mercury continuing for 60 days after written notice as provided in the applicable indenture, but not of a covenant added to the indenture solely for the benefit of a series of debt securities issued thereunder other than such series; • a default under any bond, debenture, note, mortgage, indenture or instrument: (1) having an aggregate principal amount of at least $30,000,000; or (2) under which there may be issued, secured or evidenced any existing or later created indebtedness for money borrowed by us or our subsidiaries, if we are directly responsible or liable as obligor or guarantor, if the default results in the indebtedness becoming or being declared due and payable prior to the date it otherwise would have, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within 30 days after notice to the issuing company specifying such default. Such notice shall be given to us by the trustee, or to us and the trustee by the holders of at least 10% in principal amount of the outstanding debt securities of that series. The written notice specifying such default and requiring us to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and shall state that such notice is a "Notice of Default" under such indenture; if the default results in the indebtedness becoming or being declared due and payable prior to the date it otherwise would have, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within 30 days after notice to the issuing company specifying such default. Such notice11shall be given to us by the trustee, or to us and the trustee by the holders of at least 10% in principal amount of the outstanding debt securities of that series. The written notice specifying such default and requiring us to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and shall state that such notice is a “Notice of Default” under such indenture;bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of Mercury or any significant subsidiary of Mercury; andany other event of default provided with respect to a particular series of debt securities.• bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of Mercury or any significant subsidiary of Mercury; and • any other event of default provided with respect to a particular series of debt securities. “significant"significant subsidiary,”" we refer to the meaning ascribed to such term in Rule 1-02 of Regulation S-X promulgated under the Securities Act of 1933, as amended, or Securities Act.we have deposited with the applicable trustee all required payments of the principal, any premium, or make-whole amount, interest and, to the extent permitted by law, interest on overdue installment of interest, plus applicable fees, expenses, disbursements and advances of the applicable trustee; andall events of default, other than the non-payment of accelerated principal, or a specified portion thereof, and any premium, or make-whole amount, have been cured or waived.• we have deposited with the applicable trustee all required payments of the principal, any premium, or make-whole amount, interest and, to the extent permitted by law, interest on overdue installment of interest, plus applicable fees, expenses, disbursements and advances of the applicable trustee; and • all events of default, other than the non-payment of accelerated principal, or a specified portion thereof, and any premium, or make-whole amount, have been cured or waived. in the payment of the principal, any premium, or make-whole amount, or interest;in respect of a covenant or provision contained in the applicable indenture that cannot be modified or amended without the consent of the holders of the outstanding debt security that is affected by the default; orin respect of a covenant or provision for the benefit or protection of the trustee, without its express written consent.• in the payment of the principal, any premium, or make-whole amount, or interest; • in respect of a covenant or provision contained in the applicable indenture that cannot be modified or amended without the consent of the holders of the outstanding debt security that is affected by the default; or • in respect of a covenant or provision for the benefit or protection of the trustee, without its express written consent. 12is in conflict with any law or the applicable indenture;may involve the trustee in personal liability; ormay be unduly prejudicial to the holders of debt securities of the series not joining the proceeding.• is in conflict with any law or the applicable indenture; • may involve the trustee in personal liability; or • may be unduly prejudicial to the holders of debt securities of the series not joining the proceeding. change the stated maturity of the principal of, or any premium, or make-whole amount, on, or any installment of principal of or interest on, any such debt security;reduce the principal amount of, the rate or amount of interest on or any premium, or make-whole amount, payable on redemption of any such debt security;reduce the amount of principal of an original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof or would be provable in bankruptcy, or adversely affect any right of repayment of the holder of any such debt security;change the place of payment or the coin or currency for payment of principal of, or any premium, or make-whole amount, or interest on, any such debt security;impair the right to institute suit for the enforcement of any payment on or with respect to any such debt security;• change the stated maturity of the principal of, or any premium, or make-whole amount, on, or any installment of principal of or interest on, any such debt security; reduce the percentage in principal amount of any outstanding debt securities necessary to modify or amend the applicable indenture with respect to such debt securities, to waive compliance with particular provisions thereof or defaults and consequences thereunder or to reduce the quorum or voting requirements set forth in the applicable indenture; andmodify any of the foregoing provisions or any of the provisions relating to the waiver of particular past defaults or covenants, except to increase the required percentage to effect such action or to provide that some of the other provisions may not be modified or waived without the consent of the holder of such debt security.13• reduce the principal amount of, the rate or amount of interest on or any premium, or make-whole amount, payable on redemption of any such debt security; • reduce the amount of principal of an original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof or would be provable in bankruptcy, or adversely affect any right of repayment of the holder of any such debt security; • change the place of payment or the coin or currency for payment of principal of, or any premium, or make-whole amount, or interest on, any such debt security; • impair the right to institute suit for the enforcement of any payment on or with respect to any such debt security; • reduce the percentage in principal amount of any outstanding debt securities necessary to modify or amend the applicable indenture with respect to such debt securities, to waive compliance with particular provisions thereof or defaults and consequences thereunder or to reduce the quorum or voting requirements set forth in the applicable indenture; and • modify any of the foregoing provisions or any of the provisions relating to the waiver of particular past defaults or covenants, except to increase the required percentage to effect such action or to provide that some of the other provisions may not be modified or waived without the consent of the holder of such debt security. to evidence the succession of another person to us as obligor under such indenture;to add to our covenants for the benefit of the holders of all or any series of debt securities or to surrender any right or power conferred upon us in such indenture;to add events of default for the benefit of the holders of all or any series of debt securities;• to evidence the succession of another person to us as obligor under such indenture; to add or change any provisions of an indenture (1) to change or eliminate restrictions on the payment of principal of, or premium, or make-whole amount, or interest on, debt securities in bearer form, or (2) to permit or facilitate the issuance of debt securities in uncertificated form, provided that such action shall not adversely affect the interests of the holders of the debt securities of any series in any material respect;to change or eliminate any provisions of an indenture, provided that any such change or elimination shall become effective only when there are no debt securities outstanding of any series created prior thereto which are entitled to the benefit of such provision;to secure the debt securities;• to add to our covenants for the benefit of the holders of all or any series of debt securities or to surrender any right or power conferred upon us in such indenture; to establish the form or terms of debt securities of any series;to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under an indenture by more than one trustee;to cure any ambiguity, defect or inconsistency in an indenture, provided that such action shall not adversely affect the interests of holders of debt securities of any series issued under such indenture; and• to add events of default for the benefit of the holders of all or any series of debt securities; to supplement any of the provisions of an indenture to the extent necessary to permit or facilitate defeasance and discharge of any series of such debt securities, provided that such action shall not adversely affect the interests of the holders of the outstanding debt securities of any series.• to add or change any provisions of an indenture (1) to change or eliminate restrictions on the payment of principal of, or premium, or make-whole amount, or interest on, debt securities in bearer form, or (2) to permit or facilitate the issuance of debt securities in uncertificated form, provided that such action shall not adversely affect the interests of the holders of the debt securities of any series in any material respect; • to change or eliminate any provisions of an indenture, provided that any such change or elimination shall become effective only when there are no debt securities outstanding of any series created prior thereto which are entitled to the benefit of such provision; • to secure the debt securities; • to establish the form or terms of debt securities of any series; • to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under an indenture by more than one trustee; • to cure any ambiguity, defect or inconsistency in an indenture, provided that such action shall not adversely affect the interests of holders of debt securities of any series issued under such indenture; and • to supplement any of the provisions of an indenture to the extent necessary to permit or facilitate defeasance and discharge of any series of such debt securities, provided that such action shall not adversely affect the interests of the holders of the outstanding debt securities of any series. the principal amount of an original issue discount security that shall be deemed to be outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon declaration of acceleration of the maturity thereof;the principal amount of any debt security denominated in a foreign currency that shall be deemed outstanding shall be the United States dollar equivalent, determined on the issue date for such debt security, of the principal amount or, in the case of an original issue discount security, the United States dollar equivalent on the issue date of such debt security of the amount determined as provided in the preceding bullet point;the principal amount of an indexed security that shall be deemed outstanding shall be the principal face amount of such indexed security at original issuance, unless otherwise provided for such indexed security under such indenture; and• the principal amount of an original issue discount security that shall be deemed to be outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon declaration of acceleration of the maturity thereof; debt securities owned by us or any other obligor upon the debt securities or by any affiliate of ours or of such other obligor shall be disregarded.14• the principal amount of any debt security denominated in a foreign currency that shall be deemed outstanding shall be the United States dollar equivalent, determined on the issue date for such debt security, of the principal amount or, in the case of an original issue discount security, the United States dollar equivalent on the issue date of such debt security of the amount determined as provided in the preceding bullet point; • the principal amount of an indexed security that shall be deemed outstanding shall be the principal face amount of such indexed security at original issuance, unless otherwise provided for such indexed security under such indenture; and • debt securities owned by us or any other obligor upon the debt securities or by any affiliate of ours or of such other obligor shall be disregarded. there shall be no minimum quorum requirement for such meeting; andthe principal amount of the outstanding debt securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other action shall be taken account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under such indenture.• there shall be no minimum quorum requirement for such meeting; and • the principal amount of the outstanding debt securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other action shall be taken account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under such indenture. 15either (1) all securities of such series have already been delivered to the applicable trustee for cancellation; or (2) all securities of such series have not already been delivered to the applicable trustee for cancellation but (A) have become due and payable, (B) will become due and payable within one year, or (C) if redeemable at our option, are to be redeemed within one year, and we have irrevocably deposited with the applicable trustee, in trust, funds in such currency or currencies, currency unit or units or composite currency or currencies in which such debt securities are payable, an amount sufficient to pay the entire indebtedness on such debt securities in respect of principal and any premium, or make-whole amount, and interest to the date of such deposit if such debt securities have become due and payable or, if they have not, to the stated maturity or redemption date;we have paid or caused to be paid all other sums payable; andan officers’ certificate and an opinion of counsel stating the conditions to discharging the debt securities have been satisfied has been delivered to the trustee.• either (1) all securities of such series have already been delivered to the applicable trustee for cancellation; or (2) all securities of such series have not already been delivered to the applicable trustee for cancellation but (A) have become due and payable, (B) will become due and payable within one year, or (C) if redeemable at our option, are to be redeemed within one year, and we have irrevocably deposited with the applicable trustee, in trust, funds in such currency or currencies, currency unit or units or composite currency or currencies in which such debt securities are payable, an amount sufficient to pay the entire indebtedness on such debt securities in respect of principal and any premium, or make-whole amount, and interest to the date of such deposit if such debt securities have become due and payable or, if they have not, to the stated maturity or redemption date; • we have paid or caused to be paid all other sums payable; and • an officers' certificate and an opinion of counsel stating the conditions to discharging the debt securities have been satisfied has been delivered to the trustee. to defease and be discharged from any and all obligations with respect to such debt securities; orto be released from its obligations with respect to such debt securities under the applicable indenture or, if provided in the applicable prospectus supplement, its obligations with respect to any other covenant, and any omission to comply with such obligations shall not constitute an event of default with respect to such debt securities.• to defease and be discharged from any and all obligations with respect to such debt securities; or • to be released from its obligations with respect to such debt securities under the applicable indenture or, if provided in the applicable prospectus supplement, its obligations with respect to any other covenant, and any omission to comply with such obligations shall not constitute an event of default with respect to such debt securities. 16“government"government obligations,”" we mean securities that are:direct obligations of the United States or the government that issued the foreign currency in which the debt securities of a particular series are payable, for the payment of which its full faith and credit is pledged; orobligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States or other government that issued the foreign currency in which the debt securities of such series are payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States or such other government, which are not callable or redeemable at the option of the issuer thereof and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such government obligation or a specific payment of interest on or principal of any such government obligation held by such custodian for the account of the holder of a depository receipt. However, except as required by law, such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the government obligation or the specific payment of interest on or principal of the government obligation evidenced by such depository receipt.• direct obligations of the United States or the government that issued the foreign currency in which the debt securities of a particular series are payable, for the payment of which its full faith and credit is pledged; or • obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States or other government that issued the foreign currency in which the debt securities of such series are payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States or such other government, which are not callable or redeemable at the option of the issuer thereof and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such government obligation or a specific payment of interest on or principal of any such government obligation held by such custodian for the account of the holder of a depository receipt. However, except as required by law, such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the government obligation or the specific payment of interest on or principal of the government obligation evidenced by such depository receipt. “conversion"conversion event,”" we mean the cessation of use of:a currency, currency unit or composite currency both by the government of the country that issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community;the European Currency Unit both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities; orany currency unit or composite currency other than the European Currency Unit for the purposes for which it was established.• a currency, currency unit or composite currency both by the government of the country that issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community; • the European Currency Unit both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities; or • any currency unit or composite currency other than the European Currency Unit for the purposes for which it was established. 17company’scompany's option or the option of the holders, the events requiring an adjustment of the conversion price and provisions affecting conversion in the event of the redemption of the debt securities and any restrictions on conversion.1819successor’ssuccessor's past, present or future stockholders, employees, officers or directors.20“Description"Description of Common Stock”Stock" for additional terms of our capital stock.“Series"Series B Junior Participating Cumulative Preferred Stock.”" The powers, preferences, rights, qualifications, limitations and restrictions of shares of our preferred stock and our Series B preferred stock have been fixed in amendments to our articles of organization. As of June 30, 2011,July 31, 2014, no shares of preferred stock or Series B preferred stock were issued and outstanding.the distinctive serial designation and the number of shares constituting such series;the dividend rates or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date or dates, the payment date or dates for dividends, and the participating and other rights, if any, with respect to dividends;the voting powers, full or limited, if any, of the shares of such series;• the distinctive serial designation and the number of shares constituting such series; whether the shares of such series shall be redeemable and, if so, the price or prices at which, and the terms and conditions on which, such shares may be redeemed;the amount or amounts payable upon the shares of such series and any preferences applicable thereto in the event of voluntary or involuntary liquidation, dissolution or winding up of the company;whether the shares of such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including the price or prices at which such shares may be redeemed or purchased through the application of such fund;• the dividend rates or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date or dates, the payment date or dates for dividends, and the participating and other rights, if any, with respect to dividends; whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the company and, if so convertible or exchangeable, the conversion price or prices, or the rate or rates of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;21• the voting powers, full or limited, if any, of the shares of such series; • whether the shares of such series shall be redeemable and, if so, the price or prices at which, and the terms and conditions on which, such shares may be redeemed; • the amount or amounts payable upon the shares of such series and any preferences applicable thereto in the event of voluntary or involuntary liquidation, dissolution or winding up of the company; • whether the shares of such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including the price or prices at which such shares may be redeemed or purchased through the application of such fund; • whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the company and, if so convertible or exchangeable, the conversion price or prices, or the rate or rates of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange; • the price or other consideration for which the shares of such series shall be issued; the price or other consideration for which the shares of such series shall be issued;whether the shares of such series which are redeemed or converted shall have the status of authorized but unissued shares of undesignated preferred stock (or series thereof) and whether such shares may be reissued as shares of the same or any other class or series of stock; andsuch other powers, preferences, rights, qualifications, limitations and restrictions thereof as the board of directors may deem advisable.• whether the shares of such series which are redeemed or converted shall have the status of authorized but unissued shares of undesignated preferred stock (or series thereof) and whether such shares may be reissued as shares of the same or any other class or series of stock; and • such other powers, preferences, rights, qualifications, limitations and restrictions thereof as the board of directors may deem advisable. senior to all classes or series of our common stock and to all equity securities ranking junior to such preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up our affairs;on a parity with all equity securities issued by us, the terms of which specifically provide that such equity securities rank on a parity with the preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up of our affairs; andjunior to all equity securities issued by us, the terms of which specifically provide that such equity securities rank senior to the preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up of our affairs.• senior to all classes or series of our common stock and to all equity securities ranking junior to such preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up our affairs; • on a parity with all equity securities issued by us, the terms of which specifically provide that such equity securities rank on a parity with the preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up of our affairs; and • junior to all equity securities issued by us, the terms of which specifically provide that such equity securities rank senior to the preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up of our affairs. “equity securities”"equity securities" does not include convertible debt securities.if that series of preferred stock has a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full cumulative dividends on the preferred stock of such series for all past dividend periods and the then current dividend period; orif that series of preferred stock does not have a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full dividends on the preferred stock of such series for the then current dividend period.22• if that series of preferred stock has a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full cumulative dividends on the preferred stock of such series for all past dividend periods and the then current dividend period; or • if that series of preferred stock does not have a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full dividends on the preferred stock of such series for the then current dividend period. if such series of preferred stock has a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full cumulative dividends for all past dividend periods and the then current dividend period; orif such series of preferred stock does not have a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full dividends for the then current dividend period;• if such series of preferred stock has a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full cumulative dividends for all past dividend periods and the then current dividend period; or • if such series of preferred stock does not have a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full dividends for the then current dividend period; if that series of preferred stock has a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full cumulative dividends on the preferred stock for the past and current dividend period; or23if such series of preferred stock does not have a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full dividends for the current dividend period.• if that series of preferred stock has a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full cumulative dividends on the preferred stock for the past and current dividend period; or • if such series of preferred stock does not have a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full dividends for the current dividend period. if that series of preferred stock has a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full cumulative dividends on all outstanding shares of such series of preferred stock for all past dividend periods and the then current dividend period; orif that series of preferred stock does not have a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full dividends on the preferred stock of such series for the then current dividend period.• if that series of preferred stock has a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full cumulative dividends on all outstanding shares of such series of preferred stock for all past dividend periods and the then current dividend period; or • if that series of preferred stock does not have a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full dividends on the preferred stock of such series for the then current dividend period. the redemption date;the number of shares and series of the preferred stock to be redeemed;the redemption price;the place or places where certificates for such preferred stock are to be surrendered for payment of the redemption price;that dividends on the shares to be redeemed will cease to accrue on such redemption date;• the redemption date; the date upon which the holder’s conversion rights, if any, as to such shares shall terminate; andthe specific number of shares to be redeemed from each such holder if fewer than all the shares of any series are to be redeemed.• the number of shares and series of the preferred stock to be redeemed; • the redemption price; • the place or places where certificates for such preferred stock are to be surrendered for payment of the redemption price; • that dividends on the shares to be redeemed will cease to accrue on such redemption date; • the date upon which the holder's conversion rights, if any, as to such shares shall terminate; and • the specific number of shares to be redeemed from each such holder if fewer than all the shares of any series are to be redeemed. 24authorize, or create, or increase the authorized or issued amount of, any class or series of shares of capital stock ranking senior to such series of preferred stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, or reclassify any of our authorized shares of capital stock into such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; oramend, alter or repeal the provisions of our articles of organization or the amendment to our articles of organization designating the terms for such series of preferred stock, whether by merger, consolidation or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of such series of preferred stock or the holders thereof.• authorize, or create, or increase the authorized or issued amount of, any class or series of shares of capital stock ranking senior to such series of preferred stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, or reclassify any of our authorized shares of capital stock into such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or • amend, alter or repeal the provisions of our articles of organization or the amendment to our articles of organization designating the terms for such series of preferred stock, whether by merger, consolidation or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of such series of preferred stock or the holders thereof. 2526June 30, 2011, 30,331,230July 31, 2014, 33,376,755 shares of common stock were issued and outstanding. All shares of common stock will, when issued, be duly authorized, fully paid and nonassessable. Thus, the full price for the outstanding shares of common stock will have been paid at issuance and any holder of our common stock will not be later required to pay us any additional money for such common stock.27“business combination”"business combination" with an “interested shareholder”"interested shareholder" for a period of three years after the date of the transaction in which the person becomes an interested shareholder, unless either (1) the interested shareholder obtains the approval of the board of directors prior to becoming an interested shareholder, (2) the interested shareholder acquires 90% of the outstanding voting stock of the corporation (excluding shares held by certain affiliates of the corporation) at the time he becomes an interested shareholder or (3) the business combination is approved by both the board of directors and two-thirds of the outstanding voting stock of the corporation (excluding shares held by the interested shareholder) at an annual or special meeting of shareholders, but not by written consent. An interested shareholder is a person who, together with affiliates and associates, owns 5% or more of the corporation’scorporation's outstanding voting stock or who as an affiliate at any time within the prior three years did own 5% or more of the corporation’s“business combination”"business combination" includes mergers, stock and asset sales and other transactions resulting in a financial benefit to the shareholder. We may at any time amend our articles of organization or bylaws, by vote of the holders of a majority of our voting stock, to elect not to be governed by Chapter 110F, but such an amendment would not be effective for 12 months and would not apply to a business combination with any person who became an interested shareholder prior to the date of the amendment.Mercury’sMercury's common stock. The following summary description of the Shareholder Rights Plan does not purport to be complete and is qualified in its entirety by reference to our Shareholder Rights Plan, which has been previously filed with the SEC.“acquiring person”"acquiring person" by acquiring 15% or more of the outstanding shares of common stock or if a person commences a tender offer that would result in that person owning 15% or more of the common stock. If a person becomes an “acquiring"acquiring person,”" each holder of a Right (other than the acquiring person) would be entitled to purchase, at the then-current exercise price, such number of shares of our preferred stock which are equivalent to shares of common stock having a value of twice the exercise price of the Right. If we are acquired in a merger or other business combination transaction after any such event, each holder of a Right would then be entitled to purchase, at the then-current exercise price, shares of the acquiring company’scompany's common stock having a value of twice the exercise price of the Right.28the title of such warrants;the aggregate number of warrants offered and the aggregate number of warrants outstanding as of the most practicable date;the price or prices at which we will issue the warrants;• the title of such warrants; the designation, number and terms of the preferred stock or common stock that can be purchased upon exercise of the warrants and the procedures and conditions relating to the exercise of the warrants;the designation and terms of the other securities, if any, with which the warrants are issued and the number of warrants issued with each of those securities;the date, if any, on and after which the warrants and the related preferred stock or common stock, if any, will be separately transferable;• the aggregate number of warrants offered and the aggregate number of warrants outstanding as of the most practicable date; the price at which each share of preferred stock or common stock that can be purchased upon exercise of such warrants may be purchased;the date on which the right to exercise the warrants shall commence and the date on which such right shall expire;the minimum or maximum amount of such warrants which may be exercised at any one time;• the price or prices at which we will issue the warrants; whether the warrants represented by warrant certificates will be issued in registered or bearer form, and, if registered, where they may be transferred and registered;information with respect to any book-entry procedures;a discussion of applicable United States federal income tax consequences;• the designation, number and terms of the preferred stock or common stock that can be purchased upon exercise of the warrants and the procedures and conditions relating to the exercise of the warrants; redemption or call provisions of the debt warrants, if any; andany other terms of such warrants, including terms and additional rights, preferences, privileges, procedures and limitations relating to the transferability, exchange and exercise of such warrants.29• the designation and terms of the other securities, if any, with which the warrants are issued and the number of warrants issued with each of those securities; • the date, if any, on and after which the warrants and the related preferred stock or common stock, if any, will be separately transferable; • the price at which each share of preferred stock or common stock that can be purchased upon exercise of such warrants may be purchased; • the date on which the right to exercise the warrants shall commence and the date on which such right shall expire; • the minimum or maximum amount of such warrants which may be exercised at any one time; • whether the warrants represented by warrant certificates will be issued in registered or bearer form, and, if registered, where they may be transferred and registered; • information with respect to any book-entry procedures; • a discussion of applicable United States federal income tax consequences; • redemption or call provisions of the debt warrants, if any; and • any other terms of such warrants, including terms and additional rights, preferences, privileges, procedures and limitations relating to the transferability, exchange and exercise of such warrants. the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;any provisions of the governing unit agreement;the price or prices at which such units will be issued;• the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; the applicable U.S. federal income tax considerations relating to the units;any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; andany other terms of the units and of the securities comprising the units.• any provisions of the governing unit agreement; • the price or prices at which such units will be issued; • the applicable U.S. federal income tax considerations relating to the units; • any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and • any other terms of the units and of the securities comprising the units. “Description"Description of Preferred Stock,” “Description" "Description of Common Stock”Stock" and “Description"Description of Warrants”Warrants" will apply to the securities included in each unit, to the extent relevant.to cure any ambiguity; any provisions of the governing unit agreement that differ from those described below;to correct or supplement any defective or inconsistent provision; or30• to cure any ambiguity; any provisions of the governing unit agreement that differ from those described below; • to correct or supplement any defective or inconsistent provision; or • to make any other change that we believe is necessary or desirable and will not adversely affect the interests of the affected holders in any material respect. to make any other change that we believe is necessary or desirable and will not adversely affect the interests of the affected holders in any material respect.impair any right of the holder to exercise or enforce any right under a security included in the unit if the terms of that security require the consent of the holder to any changes that would impair the exercise or enforcement of that right; orreduce the percentage of outstanding units or any series or class the consent of whose holders is required to amend that series or class, or the applicable unit agreement with respect to that series or class, as described below.• impair any right of the holder to exercise or enforce any right under a security included in the unit if the terms of that security require the consent of the holder to any changes that would impair the exercise or enforcement of that right; or • reduce the percentage of outstanding units or any series or class the consent of whose holders is required to amend that series or class, or the applicable unit agreement with respect to that series or class, as described below. If the change affects only the units of a particular series issued under that agreement, the change must be approved by the holders of a majority of the outstanding units of that series; orIf the change affects the units of more than one series issued under that agreement, it must be approved by the holders of a majority of all outstanding units of all series affected by the change, with the units of all the affected series voting together as one class for this purpose.• If the change affects only the units of a particular series issued under that agreement, the change must be approved by the holders of a majority of the outstanding units of that series; or • If the change affects the units of more than one series issued under that agreement, it must be approved by the holders of a majority of all outstanding units of all series affected by the change, with the units of all the affected series voting together as one class for this purpose. 31global—i.e.global form only (i.e., book-entry—form only.book-entry). Units in book-entry form will be represented by a global security registered in the name of a depositary, which will be the holder of all the units represented by the global security. Those who own beneficial interests in a unit will do so through participants in the depositary’sdepositary's system, and the rights of these indirect owners will be governed solely by the applicable procedures of the depositary and its participants. We will describe book-entry securities, and other terms regarding the issuance and registration of the units in the applicable prospectus supplement.Holders may exchange or transfer their units at the office of the unit agent. Holders may also replace lost, stolen, destroyed or mutilated units at that office. We may appoint another entity to perform these functions or perform them ourselves.Holders will not be required to pay a service charge to transfer or exchange their units, but they may be required to pay for any tax or other governmental charge associated with the transfer or exchange. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership. The transfer agent may also require an indemnity before replacing any units.If we have the right to redeem, accelerate or settle any units before their maturity, and we exercise our right as to less than all those units or other securities, we may block the exchange or transfer of those units during the period beginning 15 days before the day we mail the notice of exercise and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to register transfers of or exchange any unit selected for early settlement, except that we will continue to permit transfers and exchanges of the unsettled portion of any unit being partially settled. We may also block the transfer or exchange of any unit in this manner if the unit includes securities that are or may be selected for early settlement.• Holders may exchange or transfer their units at the office of the unit agent. Holders may also replace lost, stolen, destroyed or mutilated units at that office. We may appoint another entity to perform these functions or perform them ourselves. • Holders will not be required to pay a service charge to transfer or exchange their units, but they may be required to pay for any tax or other governmental charge associated with the transfer or exchange. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder's proof of legal ownership. The transfer agent may also require an indemnity before replacing any units. • If we have the right to redeem, accelerate or settle any units before their maturity, and we exercise our right as to less than all those units or other securities, we may block the exchange or transfer of those units during the period beginning 15 days before the day we mail the notice of exercise and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to register transfers of or exchange any unit selected for early settlement, except that we will continue to permit transfers and exchanges of the unsettled portion of any unit being partially settled. We may also block the transfer or exchange of any unit in this manner if the unit includes securities that are or may be selected for early settlement. 32directly to investors, directly to agents, or to investors through agents;through underwriting syndicates led by one or more managing underwriters, or through one or more underwriters acting alone, for resale to the public or investors;purchases by a broker or dealer as principal and resale by such broker or dealer for its own account;• directly to investors, directly to agents, or to investors through agents; through a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;ordinary brokerage transactions and transactions in which the broker solicits purchasers;in “at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;• through underwriting syndicates led by one or more managing underwriters, or through one or more underwriters acting alone, for resale to the public or investors; transactions not involving market makers or established trading markets, including direct sales or privately negotiated transactions;exchange distributions and/or secondary distributions;by delayed delivery contracts or by remarketing firms;• purchases by a broker or dealer as principal and resale by such broker or dealer for its own account; transactions in options, swaps or other derivatives that may or may not be listed on an exchange; orthrough a combination of any such methods of sale.• through a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; • ordinary brokerage transactions and transactions in which the broker solicits purchasers; • in "at the market offerings," within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise; • transactions not involving market makers or established trading markets, including direct sales or privately negotiated transactions; • exchange distributions and/or secondary distributions; • by delayed delivery contracts or by remarketing firms; • transactions in options, swaps or other derivatives that may or may not be listed on an exchange; or • through a combination of any such methods of sale. at a fixed price or prices, which may be changed;at market prices prevailing at the time of sale;at prices related to such prevailing market prices; or• at a fixed price or prices, which may be changed; at negotiated prices.• at market prices prevailing at the time of sale; • at prices related to such prevailing market prices; or • at negotiated prices. 33identify any such underwriter or agent;describe any compensation in the form of discounts, concessions, commissions or otherwise received from us by each of such underwriter, dealer or agent and in the aggregate to all underwriters, dealers and agents;identify the purchase price and proceeds from such sale;• identify any such underwriter or agent; identify the amounts underwritten;identify the nature of the underwriter’s obligation to take the securities;identify any over-allotment option under which the underwriters may purchase additional securities from us; and• describe any compensation in the form of discounts, concessions, commissions or otherwise received from us by each of such underwriter, dealer or agent and in the aggregate to all underwriters, dealers and agents; identify any quotation systems or securities exchanges on which the securities may be quoted or listed.• identify the purchase price and proceeds from such sale; • identify the amounts underwritten; • identify the nature of the underwriter's obligation to take the securities; • identify any over-allotment option under which the underwriters may purchase additional securities from us; and • identify any quotation systems or securities exchanges on which the securities may be quoted or listed. 34“remarketing firm”"remarketing firm" in connection with a remarketing arrangement contemplated by the terms of the securities. Remarketing firms may act as principals for their own accounts or as agents. The applicable prospectus supplement will identify any remarketing firm and the terms of its agreement, if any, with us. It will also describe the remarketing firms compensation. Remarketing firms may be deemed to be underwriters in connection with the remarketing of the securities.352010;Quarterly Report on Form 10-Q for the quarter ended September 30, 2010;Quarterly Report on Form 10-Q for the quarter ended December 31, 2010;Quarterly Report on Form 10-Q for the quarter ended March 31, 2011;Portions of our Proxy Statement filed with the SEC on September 20, 2010 that have been incorporated by reference into our Annual Report on Form 10-K;Current Reports on Form 8-K filed with the Commission on July 15, 2010, September 14, 2010, October 22, 2010, January 12, 2011, February 11, 2011, February 16, 2011, and April 1, 2011; Computer Systems, Inc.36 Securities Exchange Act of 1934, as amended, or the Exchange Act, and in accordance with the Exchange Act, file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’sSEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. These documents also may be accessed through the SEC’sSEC's electronic data gathering, analysis and retrieval system, or EDGAR, via electronic means, including the SEC’sSEC's home page on the Internet (www.sec.gov).“Description"Description of Preferred Stock”Stock" and “Description"Description of Common Stock.”" We will furnish a full statement of the relative rights and preferences of each class or series of our stock which has been so designated and any restrictions on the ownership or transfer of our stock to any stockholder upon request and without charge. Written requests for such copies should be directed to Mercury Computer Systems, Inc., 201 Riverneck Road, Chelmsford, Massachusetts 01824, Attention: Secretary. Our telephone number is (978) 256-1300. Our website is located atwww.mc.comwww.mrcy.com. Information contained on our website is not incorporated by reference into this prospectus and, therefore, is not part of this prospectus or any accompanying prospectus supplement.Computer Systems, Inc. and subsidiaries as of June 30, 20102014 and 2009,2013, and for each of the years in the three-year period ended June 30, 2010,2014, and management’s assessment of the effectiveness of internal control over financial reporting as of June 30, 20102014 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the June 30, 2010 consolidated financial statements refers to a change to the method of accounting for revenue arrangements with multiple deliverables entered into or substantially modified after July 1, 2009.37Computer Systems, Inc. and are set forth in the following table. All amounts except the registration fee are estimated. $ 58,050 * * * * * $ 58,050 Registration fee $ 64,4000 Legal fees and expenses * Accounting fees and expenses * Printing fees and expenses * Transfer agent and trustee fees * Miscellaneous * Total $ 64,400 * These fees will be dependent on the type of securities offered and the number of offerings and, therefore, cannot be estimated at this time. attorneys’attorneys' fees), judgments, fines and amounts paid in settlement reasonably incurred in connection with any litigation or other legal proceeding brought against any director by virtue of his position as a director of the corporation unless he is deemed to have not acted in good faith in the reasonable belief that his action was in the best interest of the corporation. As noted below, Mercury has provided for director indemnification in its articles of organization and bylaws.Mercury’sdirectors’directors' and officers’officers' liability insurance.II-1(a) The undersigned registrant hereby undertakes: II-2registrant’sregistrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’splan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;II-3II-42nd15th day of August, 2011.2014.MERCURY COMPUTER SYSTEMS, INC.By:/S/ GERALD M. HAINES II Gerald M. Haines IISenior Vice President, Corporate Development,Chief Legal Officer, and SecretaryRobert E. HultKevin M. Bisson and Gerald M. Haines II and each of them singly, as such person’sperson's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’sperson's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any registration statement that is to be effective upon filing pursuant to Rule 462(b) of the Securities Act of 1933), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of them, may lawfully do or cause to be done by virtue hereof.Title TitleMARK ASLETT President, Chief Executive Officer, and Director (Principal Executive Officer) August 2, 201115, 2014ROBERT E. HULT Robert E. HultKevin M. Bisson Senior Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer) August 2, 201115, 2014CHARLES A. SPEICHER Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer) August 15, 2014 August 2, 201115, 2014August 15, 2014 August 15, 2014 August 15, 2014 August 15, 2014 August 15, 2014 /s/ VINCENT VITTO Vincent Vitto Chairman of the Board of DirectorsExhibit No. August 2, 2011Description/s/ JAMES K. BASS James K. BassDirectorAugust 2, 2011/s/ GEORGE W. CHAMILLARD George W. ChamillardDirectorAugust 2, 2011SignatureTitleDate/s/ MICHAEL A. DANIELS Michael A. DanielsDirectorAugust 2, 2011/s/ GEORGE K. MUELLNER George K. MuellnerDirectorAugust 2, 2011/s/ WILLIAM K. O’BRIEN William K. O’BrienDirectorAugust 2, 2011/s/ LEE C. STEELE Lee C. SteeleDirectorAugust 2, 2011EXHIBIT INDEXExhibit No.Description1.1* Form of Underwriting Agreement 3.1.1 Articles of Organization (incorporated herein by reference to Exhibit 3.1.1 of the registrant’s annual report on Form 10-K for the fiscal year ended June 30, 2009) 3.1.2 Articles of Amendment (incorporated herein by reference to Exhibit 3.1.2 of the registrant’s annual report on Form 10-K for the fiscal year ended June 30, 2010) 3.1.3 Articles of Amendment (incorporated herein by reference to Exhibit 1 of the registrant’s registration statement on Form 8-A, as filed with the Commission on December 15, 2005) 3.1.4 Articles of Amendment (incorporated herein by reference to Exhibit 3.1 of the registrant’s current report on Form 8-K filed on November 13, 2012) 3.2 By-laws, as amended and restated effective May 4, 2011 (incorporated herein by reference to Exhibit 3.2 of the registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 2011) 4.1 Form of Indenture for Senior Debt Securities 4.2 Form of Senior Debt Security (included in Exhibit 4.1 hereto) 4.3 Form of Indenture for Subordinated Debt Securities 4.4 Form of Subordinated Debt Security (included in Exhibit 4.3 hereto) 4.5 Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 of the registrant’sregistrant's registration statement on Form S-1 (File No. 333-41139))4.6 Shareholder Rights Agreement, dated as of December 14, 2005, between Mercury Computer Systems, Inc. and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.) (incorporated herein by reference to Exhibit 2 of the registrant’sregistrant's registration statement on Form 8-A filed on December 15, 2005)4.7* Form of Certificate of Designations 4.8* Form of Preferred Stock Certificate 4.9* Form of Warrant Agreement 4.10* Form of Warrant Certificate 4.11* Form of Unit Agreement 4.12* Form of Unit Certificate 5.1 Opinion of Bingham McCutchen LLP as to the legality of the Securities being registered 23.1 Consent of KPMG LLP 23.2 Consent of Bingham McCutchen LLP (included in Exhibit 5.1 hereto) 24.1 Power of Attorney (incorporated by reference to the signature page of this registration statement) 25.1* Form T-1 Statement of Eligibility of Trustee for Senior Indenture under the Trust Indenture Act of 1939 25.2* Form T-1 Statement of Eligibility of Trustee for Subordinated Indenture under the Trust Indenture Act of 1939 * To be filed by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference in this registration statement, including a Current Report on Form 8-K.