UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||
| For the fiscal year ended December 31, 2003 | ||||
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||
| For the transition period from to | ||||
Commission file number: 000-31635
Endwave Corporation
| Delaware | 95-4333817 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) | |
| 776 Palomar Avenue, | ||
| Sunnyvale, CA | 94085 | |
| (Address of principal executive offices) | (Zip code) |
(408) 522-3100
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yeso Noþ
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K.þ
The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2003 was approximately $14.4 million. Shares of voting common stock held by directors, executive officers, and by each person who beneficially owns 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The aggregate market value has been computed based on a price of $2.64, which was the closing sale price June 30, 2003 as reported by the Nasdaq National Market.
The number of shares outstanding of the registrant’s common stock as of March 12, 2004 was approximately 9,584,623.
| PART IV | ||||||||
| Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K | ||||||||
| SIGNATURES | ||||||||
| Index to Exhibits. | ||||||||
| EXHIBIT 10.30 | ||||||||
| EXHIBIT 31.1 | ||||||||
| EXHIBIT 31.2 | ||||||||
EXPLANATORY NOTE
This amended annual report on Form 10-K/A is being filed to amend Part IV, Item 15, of the Registrant’s Form 10-K for the period ended December 31, 2003, for the sole purpose of re-filing Exhibit 10.30. No other modifications or changes have been made to Part IV, Item 15 or any other portions of the Registrant’s Form 10-K as originally filed. This amendment to our Form 10-K does not reflect events occurring after the filing of our original Form 10-K or modify or update those disclosures affected by subsequent events.
PART IV
| Item 15. | Exhibits, Financial Statement Schedules and Reports on Form 8-K |
| (a) | Financial Statements Schedules and Exhibits. |
| (1) | The following financial statements are included in Item 8: | |||
| Report of Ernst & Young LLP, Independent Auditors | ||||
| Balance Sheets as of December 31, 2003 and 2002 | ||||
| Statements of Operations for the years ended December 31, 2003, 2002, and 2002 | ||||
| Statement of Changes in Stockholders’ Equity for the years ended December 31, 2003, 2002, and 2001 | ||||
| Statements of Cash Flows for years ended December 31, 2003, 2002, and 2001 | ||||
| Notes to Financial Statements | ||||
| (2) | The following financial statement schedule is included in item 14(d): | |||
| Schedule II—Valuation and Qualifying Accounts | ||||
| All other schedules not listed above have been omitted because they are inapplicable or are not required. |
| (3) | Listing of Exhibits: |
| Number | Description | |
| 2.1(iii) | Asset Purchase Agreement by and among M/A-COM Tech, Inc., Tyco Electronics Logistics AG and the Registrant dated as of April 24, 2001. | |
| 2.2(v) | Asset Purchase Agreement by and among Signal Technology Corporation and the Registrant dated as of September 24, 2002. | |
| 3.1(i) | Amended and Restated Certificate of Incorporation effective October 20, 2000. | |
| 3.2(i) | Amended and Restated Bylaws effective October 20, 2000. | |
| 4.1(i) | Form of specimen Common Stock Certificate. | |
| 4.2(i) | Investors’ Rights Agreement dated March 31, 2000 by and among the Registrant and certain investors named therein. | |
| 4.3(i) | Warrant to Purchase Stock dated March 16, 1998, issued by the Registrant to Silicon Valley Bank for the purchase of shares of the Registrant’s Series E Preferred Stock. | |
| 4.4(iii) | Rights Agreement by and between M/A-COM Tech, Inc. and the Registrant dated as of April 24, 2001. | |
| 10.1(i) | Form of Indemnity Agreement entered into by the Registrant with each of its directors and officers. | |
| 10.2(i) | 1992 Stock Option Plan. | |
| 10.3(i) | Form of Incentive Stock Option under 1992 Stock Option Plan. | |
| 10.4(i) | Form of Nonstatutory Stock Option under 1992 Stock Option Plan. | |
| 10.5(i) | Amended and Restated 2000 Equity Incentive Plan. | |
| 10.6(i) | Form of Stock Option Agreement under 2000 Equity Incentive Plan. | |
| 10.7(i) | 2000 Employee Stock Purchase Plan. | |
| 10.8(i) | Form of 2000 Employee Stock Purchase Plan Offering. | |
| 10.9(i) | 2000 Non-Employee Director Plan. | |
| 10.10(i) | Form of Nonstatutory Stock Option Agreement under the 2000 Non-Employee Director Plan. | |
| 10.11 | Executive Officer Severance and Retention Plan. | |
| 10.12(iv) | Industrial Lease by and between The Irvine Company and the Registrant dated July 2, 2001. | |
| 10.18(i) | Production Agreement by and between TRW Inc. and the Registrant dated March 31, 2000 for the performance of the Development Agreement by and between TRW Inc. and Nokia Telecommunications OY dated January 28, 1999. |
| 10.20(i) | Services Agreement by and between TRW Inc. and the Registrant dated March 31, 2000. | |
| 10.21(i) | Supply Agreement by and between TRW Inc. and the Registrant dated March 31, 2000. | |
| 10.23(i) | License Agreement by and between TRW Inc. and TRW Milliwave Inc. dated February 28, 2000. | |
| 10.24(ii) | Purchase Agreement No. 1201000 made and entered into by and between Nokia Networks By and Endwave Corporation on November 7, 2000. | |
| 10.25(vi) | Contract Change Notice/Amendment No. 1 to the Supply Agreement by and between TRW Inc. and the Registrant dated March 15, 2002. | |
| 10.26(vii) | Purchase Order 88M31651 by and between Lockheed Martin Corporation and the Registrant, dated May 21, 2002. | |
| 10.27(viii) | Extension of Validity of Purchase Agreement by and between Nokia and the Registrant dated September 9, 2002. | |
| 10.28+ | Development Agreement by and between Nokia and the Registrant dated August 14, 2003. | |
| 10.29 | Transaction Incentive Plan | |
| 10.30+ | Purchase Agreement by and between Nokia Corporation and the Registrant dated December 31, 2003. | |
| 23.1 | Consent of Ernst & Young LLP, Independent Auditors | |
| 31.1 | Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| (i) | Previously filed with the Registrant’s Registration Statement on Form S-1 (Registration No. 333-41302). | |
| (ii) | Previously filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000. | |
| (iii) | Previously filed as an exhibit to the Registrant s Current Report on Form 8-K, filed on May 8, 2001. | |
| (iv) | Previously filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001. | |
| (v) | Previously filed as an exhibit to the Registrant s Current Report on Form 8-K dated September 24, 2002. | |
| (vi) | Previously filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. | |
| (vii) | Previously filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. | |
| (viii) | Previously filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002. | |
| + | Confidential treatment has been requested for a portion of this exhibit. |
| (b) | Reports onForm 8-K. |
| None. |
| (d) | Financial Statement Schedule |
ENDWAVE CORPORATION
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
| Allowance for doubtful accounts: |
| Additions | ||||||||||||||||
| Balance at | Charged to | Deductions | Balances | |||||||||||||
| Beginning | Costs and | and | at End of | |||||||||||||
| of Period | Expense | Write-offs | Period | |||||||||||||
| Year ended December 31, 2003 | $ | 324 | $ | 126 | $ | (166 | ) | $ | 284 | |||||||
| Year ended December 31, 2002 | $ | 678 | $ | 523 | $ | (877 | ) | $ | 324 | |||||||
| Year ended December 31, 2001 | $ | 248 | $ | 502 | $ | (72 | ) | $ | 678 | |||||||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ENDWAVE CORPORATION | ||||
| By: | /s/ JULIANNE M. BIAGINI | |||
| Julianne M. Biagini | ||||
| Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer) | ||||
Date: August 4, 2004
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
| Signatures | Title | Date | ||||
| /s/ EDWARD A. KEIBLE, JR. | Chief Executive Officer, President and Director | August 4, 2004 | ||||
| (Principal Executive Officer) | ||||||
| Edward A. Keible, Jr. | ||||||
| /s/ JULIANNE M. BIAGINI | Senior Vice President and Chief Financial Officer | August 4, 2004 | ||||
| (Principal Financial and Accounting Officer) | ||||||
| Julianne M. Biagini | ||||||
| * | Director | August 4, 2004 | ||||
| Joseph J. Lazzara | ||||||
| * | Director | August 4, 2004 | ||||
| Edward C.V. Winn | ||||||
| * | Director | August 4, 2004 | ||||
| Wade Meyercord | ||||||
| * | Director | August 4, 2004 | ||||
| Carol Herod Sharer | ||||||
| * | Director | August 4, 2004 | ||||
| Randolph M. Blotky | ||||||
| By: | /s/ Edward A. Keible, Jr. | |||||
| Edward A. Keible, Jr. | ||||||
| Attorney-in-fact | ||||||
Index to Exhibits.
| Number | Description | |
| 10.30+ | Purchase Agreement by and between Nokia Corporation and the Registrant dated December 31, 2003. | |
| 31.1 | Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| + | Confidential treatment has been requested for a portion of this exhibit. |
