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): November 15, 2002 Anaren Microwave, Inc. ----------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) New York 000-6620 16-0928561 -------------- ---------------- ------------------- (State or Other (Commission (I.R.S. Employe Jurisdiction of File Number) Identification No.) Incorporation) 6635 Kirkville Road, East Syracuse, New York 13057 ----------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (315) 432-8909 ---------------- Not Applicable ----------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events Anaren Microwave, Inc. has adopted a Code of Ethics and Business Conduct for all of its directors, officers and employees (including without limitation the chief executive officer and senior financial officers). The Code of Ethics and Business Conduct complies with the requirements of the Sarbanes-Oxley Act of 2002 and Nasdaq's currently proposed rules and emphasizes the Company's commitment to conduct its business affairs in a fair, honest and ethical manner. For further information, see the Company's Code of Ethics and Business Conduct attached as Exhibit 99.1 to this current report on Form 8-K. 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. DATE: November 15, 2002 ANAREN MICROWAVE, INC. By: /s/ Lawrence A. Sala --------------------------------- Lawrence A. Sala President and Chief Executive Officer EXHIBIT INDEX The following Exhibit is filed as part of this report: Exhibit 99.1 Code of Ethics and Business Conduct 3