UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 24, 2005
ENDWAVE CORPORATION |
(Exact name of registrant as specified in its charter) |
Delaware
(State or other jurisdiction of incorporation)
000-31635 | 95-4333817 |
(Commission File No.) | (IRS Employer Identification No.) |
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776 Palomar Avenue | 94085 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (408) 522-3100
N/A
(Former name or former address, if changed since last report.)
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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01. OTHER EVENTS.
On January 24, 2005, Endwave Corporation (“Endwave”) announced the formation of its “Endwave Defense Systems” Division. The division consists of JCA Technology, which Endwave acquired in July 2004 and subsequently transitioned to Endwave’s Diamond Springs manufacturing facility, and Endwave’s legacy defense products business. The division will operate as a wholly-owned subsidiary of Endwave named “Endwave Defense Systems Incorporated”.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
Exhibit No. |
| Exhibit Title |
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99.1 |
| Press Release, dated January 24, 2005, entitled “Endwave Creates ‘Endwave Defense Systems’ Division”. |
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 | |
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Dated: January 24, 2005 | By: | /s/ JULIANNE M. BIAGINI |
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| Julianne M. Biagini |
| Title: | Senior Vice President and |
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INDEX TO EXHIBITS
Exhibit No. |
| Description |
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99.1 |
| Press Release, dated January 24, 2005, entitled “Endwave Creates ‘Endwave Defense Systems’ Division. |