Integral Systems Explained

Integral Systems, Inc.
Type:Subsidiary[1]
Foundation:Lanham, Maryland, USA (1982)
Traded As:NASDAQ: (formerly)
Location City:Columbia, Maryland
Location Country:United States
Key People:Paul Casner, Interim CEO
William Bambarger, CFO
Peter Gaffney, EVP
Industry:Satellite ground systems
Space communications
Military communications
Products:ABE
Archive Manager
ARES
EPOCH Client
EPOCH Database
EPOCH Triggers & EPOCH Web Server
Revenue: US$160.17 Million (2008)[2]
Operating Income: US$25.10 Million (2008)
Net Income: US$18.17 Million (2008)
Assets:US$147.20 Million (2008)
Equity:US$110.04 Million (2008)
Owner:Kratos Defense & Security Solutions (2011 - present)
Num Employees:769 (December 2008)
Homepage:http://www.integ.com/

Integral Systems, Inc. was a manufacturer of satellite ground systems founded in 1982, and based in Columbia, Maryland in the United States. The company had supported over 205 satellite missions for communications, science, meteorological and earth resource applications.[3] Integral's customers included government/commercial satellite operators, spacecraft/payload manufacturers and aerospace systems integrators. The company offered a commercial off-the-shelf (COTS) software product line for command and control, and employed approximately 769 people in the United States and Europe.[3]

On July 27, 2011, California-based Kratos Defense and Security Solutions completed the acquisition of Integral Systems, with each outstanding share of Integral Systems common stock cancelled and converted into the right to receive (i) $5.00, in cash, without interest, and (ii) 0.588 shares of the Kratos Defense and Security Solutions common stock.[4]

Company structure

Integral Systems operated through four business segments: Ground Systems – Government; Ground Systems – Commercial; Space Communications Systems, and Corporate.[5] The company was involved in contracts with governmental and commercial satellite operators,[6] which included the US Air Force,[7] and Northrop Grumman.[8]

Integral owned five subsidiaries that provide a services and products to the satellite industry. SAT Corporation, a subsidiary of Integral, that provided satellite and terrestrial communications signal monitoring systems to satellite operators.[9] The Newpoint Technologies Inc. subsidiary supplied equipment monitoring and control software to satellite operators and telecommunications firms.[10] Integral Systems’ RT Logic subsidiary built telemetry processing systems for military applications such as tracking stations, control centers, and range operations.[11] Integrals’ Lumistar, Inc., subsidiary primarily designs and manufactures board-level telemetry products for PCI, VME, cPCI, and ISA computer buses.[12] Subsidiary CVG-Avtec built and integrated satellite communication terminals and related equipment, including ground station hardware.

Integral Systems failed to disclose to its shareholders for over seven years that Gary A. Prince (“Prince”), who had previously been convicted of conspiracy to commit securities and bank fraud and enjoined from committing securities fraud in a civil action brought by the Commission, was an executive officer of the Company. Integral Systems failed to disclose Prince’s role at the company and his securities fraud background in its periodic reports and proxy statements filed from 1999 through August 8, 2006 [13]

In 2006, Integral's then-CEO and chairman, Steven R. Chamberlain, was convicted of felony sex offenses involving a minor and resigned. Chamberlain died in December 2009, according to U.S. District Court records[14]

Integral built a $992,000 five-story, 125,000 sq. ft. tenant fit-out of a core and shell office building in Columbia Gateway Office Park in Columbia, Maryland.[15] The company relocated from their original Lanham, MD office to the Columbia, MD new corporate headquarters in May 2009.[16] However, by February, 2011, the need to drive down operating costs forced Integral Systems to return to the Lanham facility and sublease the majority of their former headquarters facility.[17]

On July 27, 2011, Integral Systems merged with Kratos Defense & Security Solutions.[18] At the time of the acquisition, the 600 to 700 Integral Systems employees were expected to join the 4,000 employees of Kratos Defense and Security Solutions.

Subsidiaries

See also

External links

Notes and References

  1. News: After going up for sale, Integral Systems acquired by Kratos . The Washington Post . Marjorie . Censer . May 22, 2011.
  2. Web site: ISYS: Integral Systems, Inc. . https://web.archive.org/web/20100710174531/http://www.google.com/finance?q=ISYS . dead . July 10, 2010 . Google Finance . 2009-03-29.
  3. Web site: Integral Systems . Ladders . 2016-06-19 . dead . https://web.archive.org/web/20160619214830/https://www.theladders.com/companies/Integral-Systems/ . June 19, 2016 .
  4. Web site: US Security and Exchange Commission, Form S-4 Registration Statement under Securities Act of 1933, as filed with the SEC on October 24, 2011 . U.S. SEC . 2013-12-02.
  5. Web site: About Integral. Integral Systems. 2008-01-18.
  6. News: Integral System Inc ISYS.O (NASDAQ). https://archive.today/20130104193925/http://stocks.us.reuters.com/stocks/fullDescription.asp?rpc=66&symbol=ISYS.O. dead. 2013-01-04. Reuters . 2008-01-18.
  7. Web site: Integral Systems Inc. Awarded Contract Options to Begin Development of the Next Phase of the RAIDRS Program . 2007-12-10 . Space Newsfeed . 2008-01-18 . https://web.archive.org/web/20071224090708/http://www.spacenewsfeed.co.uk/2007/16December2007_13.html . December 24, 2007 . dead . mdy .
  8. News: Integral Systems Awarded Contract For GPS Next Gen Control Segment. 2008-01-21. GPS Daily. 2022-11-24.
  9. Web site: About SAT Corp. Integral Systems. 2008-01-18.
  10. Web site: About Newpoint Tech. Integral Systems. 2008-01-18. dead. https://web.archive.org/web/20080111134423/http://www.newpointtech.com/. January 11, 2008. mdy-all.
  11. Web site: About RT Logic. Integral Systems. 2008-01-18.
  12. Web site: About Lumistar. Integral Systems. 2008-01-18.
  13. Web site: Cease and Desist Order, Administrative Proceeding File No. 3-13566, dated July 30, 2009. US SEC. 2013-12-02.
  14. Web site: Columbia's Integral agrees to $266M sale. US SEC. 2013-12-02.
  15. Web site: Projects:Integral Systems . Mechanical Engineering and Construction Corporation . dead . https://web.archive.org/web/20151023005018/http://www.m-corp.us/index.php/projects/integral_systems . October 23, 2015 .
  16. Web site: Integral Systems Relocates Corporate Headquarters to Columbia, MD . 2009-03-21 . dead . https://web.archive.org/web/20160619221724/http://www.prnewswire.com/news-releases/integral-systems-relocates-corporate-headquarters-to-columbia-md-61946342.html . June 19, 2016 .
  17. Web site: Integral Systems Announces Sublease of Headquarters Facility in Columbia, Md: Company Anticipates Sublease to Reduce Corporate Overhead by $10 Million Over Five-Year Lease Period . dead . https://web.archive.org/web/20160619222116/https://globenewswire.com/news-release/2011/02/08/439644/213196/en/Integral-Systems-Announces-Sublease-of-Headquarters-Facility-in-Columbia-Md.html . June 19, 2016 .
  18. Web site: SEC 8K.
  19. Web site: Form 10-Q, Security and Exchange Commission, INTEGRAL SYSTEMS, INC. AND SUBSIDIARIES, NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . US SEC . 2013-12-03.