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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Date of Report (Date of earliest event reported):October 4, 2004
ENDWAVE CORPORATION
Delaware
000-31635 | 95-4333817 | |
(Commission File No.) | (IRS Employer Identification No.) |
776 Palomar Avenue
Registrant’s telephone number, including area code(408) 522-3100
N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS | ||||||||
SIGNATURES | ||||||||
INDEX TO EXHIBITS | ||||||||
EXHIBIT 23.1 | ||||||||
EXHIBIT 99.1 | ||||||||
EXHIBIT 99.2 |
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This amended current report on Form 8-K/A is being filed to amend Item 7 of Endwave Corporation’s (the “Company”) current report on Form 8-K filed with the Securities and Exchange Commission on August 4, 2004, for the sole purpose of filing the financial statements of JCA Technology, Inc. (“JCA”) and the unaudited pro forma condensed combined financial information reflecting the acquisition of JCA by Endwave. No other changes or modifications have been made to Item 7 or any other portion of the Company’s 8-K as originally filed.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) | Financial Statements of Business Acquired. |
On July 21, 2004 the Company acquired all of the outstanding shares of capital stock of JCA. The consolidated, audited financial statements of JCA for the periods specified in Rule 3.05(b) of Regulation S-X are included as Exhibit 99.1.
(b) | Pro Forma Financial Information. |
The unaudited pro forma condensed combined financial information reflecting the acquisition of JCA by Endwave is included as Exhibit 99.2.
(c) | Exhibits: |
Exhibit No. | Exhibit Title | |
23.1 | Consent of Ernst & Young LLP, independent registered public accounting firm of JCA Technology, Inc. | |
99.1 | Audited Financial Statements of JCA Technology, Inc. | |
99.2 | Endwave Corporation and JCA Technology, Inc. unaudited pro forma condensed combined financial information. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ENDWAVE CORPORATION | ||||||
Dated: October 4, 2004 | By: | /s/ Julianne M. Biagini | ||||
Julianne M. Biagini | ||||||
Title: | Senior Vice President and Chief Financial Officer |
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INDEX TO EXHIBITS
Exhibit | ||
Number | Description | |
23.1 | Consent of Ernst & Young LLP, independent registered public accounting firm of JCA Technology, Inc. | |
99.1 | Audited Financial Statements of JCA Technology, Inc. | |
99.2 | Endwave Corporation and JCA Technology, Inc. unaudited pro forma condensed combined financial information. |