UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Endwave Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
29264A206
(CUSIP Number)
Edward F. Glassmeyer
Oak Management Corporation
One Gorham Island
Westport, CT 06880
(203) 226-8346
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies to:
Charles J. Downey III, Esq.
Finn Dixon & Herling LLP
177 Broad Street
Stamford, CT 06901-2048
(203) 325-5000
January 21, 2010
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 29264A206
13D
1.
NAMES OF REPORTING PERSONS
Oak Investment Partners XI, Limited Partnership
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
Source of Funds
WC
5.
Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
None.
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
None.
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
PN
CUSIP NO. 29264A206
13D
1.
NAMES OF REPORTING PERSONS
Oak Associates XI, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
Source of Funds
WC
5.
Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
None.
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
None.
10. SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
OO-LLC
CUSIP NO. 29264A206
13D
1.
NAMES OF REPORTING PERSONS
Oak Management Corporation
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
Source of Funds
WC
5.
Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
None.
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
None.
10. SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
CO
CUSIP NO. 29264A206
13D
1.
NAMES OF REPORTING PERSONS
Bandel L. Carano
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
Source of Funds
WC
5.
Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
None.
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
None.
10. SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
IN
CUSIP NO. 29264A206
13D
1.
NAMES OF REPORTING PERSONS
Gerald R. Gallagher
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
Source of Funds
WC
5.
Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
None.
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
None.
10. SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
IN
CUSIP NO. 29264A206
13D
1.
NAMES OF REPORTING PERSONS
Edward F. Glassmeyer
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
Source of Funds
WC
5.
Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
None.
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
None.
10. SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
IN
CUSIP NO. 29264A206
13D
1.
NAMES OF REPORTING PERSONS
Fredric W. Harman
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
Source of Funds
WC
5.
Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
None.
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
None.
10. SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
IN
CUSIP NO. 29264A206
13D
1.
NAMES OF REPORTING PERSONS
Ann H. Lamont
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
Source of Funds
WC
5.
Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
None.
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
None.
10. SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.
TYPE OF REPORTING PERSON
IN
Statement on Schedule 13D
This Amendment to Statement on Schedule 13D relates to the beneficial ownership of common stock, par value $0.001 per share (the “Common Stock”), of Endwave Corporation, a Delaware corporation (the “Company”). This Amendment to Schedule 13D is being filed on behalf of the Reporting Persons (as defined below) due to the reduction of the Reporting Persons’ beneficial ownership of Common Stock to zero.
ITEM 1.
SECURITY AND ISSUER.
Item 1 is hereby amended and restated in its entirety to read as follows:
The class of equity securities to which this statement relates is the Common Stock of the Company. The principal executive offices of the Company are located at 130 Baytech Drive, San Jose, California 95134.
ITEM 4.
PURPOSE OF TRANSACTION.
The Reporting Persons no longer beneficially own any Common Stock. On January 21, 2010, the Company entered into a Stock Purchase Agreement with Oak Investment Partners XI, Limited Partnership (“Oak Investment Partners XI”), pursuant to which the Company repurchased the 300,000 shares of the Company’s Series B Preferred Stock held by Oak Investment Partners XI for $36 million in cash. Oak Investment Partners XI originally acquired such shares in April 2006. The Company and Oak Investment Partners XI also agreed to terminate the Preferred Stock and Warrant Purchase Agreement, dated as of April 24, 2006, between the Company and Oak Investment Partners XI, and Eric Stonestrom, the designee of Oak Investment Partners XI to the Company’s Board of Directors, resigned from the Company’s board of directors, each effective on January 21, 2010. In addition , Oak Investment Partners XI agreed that neither it nor its affiliates would directly or indirectly participate in any acquisition of shares or assets of the Company, or seek to control or influence the management or board of directors of the Company, for five years. The Warrant to purchase 90,000 shares of Series B Preferred Stock previously expired in 2009. The Stock Purchase Agreement is attached asExhibit C hereto and is incorporated herein by reference.
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER.
Each of Items 5(a), (b) and (c) is hereby amended and restated in its entirety to read as follows:
(a) and (b)
The Reporting Persons no longer beneficially own any Common Stock.
Please see Items 7, 8, 9, 10, 11, and 13 for each cover sheet for each Reporting Person.
(c)
Except as set forth in Item 4 above, none of the Reporting Persons has effected any transaction in the Common Stock during the past 60 days.
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
See Item 4 andExhibit C hereto.
Page 11 of 14
ITEM 7.
EXHIBITS
Exhibit A
Agreement of Reporting Persons, dated May 1, 2006, among the Reporting Persons.
Exhibit B
Power of Attorney
Exhibit C
Stock Purchase Agreement by and between Oak Investment Partners XI and the Company dated January 21, 2010 (filed as Exhibit 99.1 to the Company’s Form 8-K filed with the Commission on January 21, 2010, and incorporated herein by reference).
Page 12 of 14
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 25, 2010
Entities:
Oak Investment Partners XI, Limited Partnership
Oak Associates XI, LLC
Oak Management Corporation
By:
/s/ Edward F. Glassmeyer
Edward F. Glassmeyer, as
General Partner or
Managing Member or as
Attorney-in-fact for the
above-listed entities
Individuals:
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
By:
/s/ Edward F. Glassmeyer
Edward F. Glassmeyer,
Individually and as
Attorney-in-fact for the
above-listed individuals
Page 13 of 14
INDEX TO EXHIBITS
Page
EXHIBIT A
Agreement of Reporting Persons, dated May 1, 2006, among the
Previously
Reporting Persons.
Filed
EXHIBIT B
Power of Attorney.
Previously
Filed
EXHIBIT C
Stock Purchase Agreement by and between Oak Investment
Partners XI and the Company dated January 21, 2010
(filed as Exhibit 99.1 to the Company’s Form 8-K filed with
the Commission on January 21, 2010, and incorporated herein
by reference).
