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October 7, 2004
www.cooley.com
JODIE M. BOURDET
VIA EDGAR AND FEDERAL EXPRESS (415) 693-2054
jbourdet@cooley.com
O. Nicole Holden
Staff Accountant
U.S. Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 0407
Washington, DC 20549
RE: ENDWAVE CORPORATION
RESPONSE TO COMMENT LETTER DATED
SEPTEMBER 24, 2004 REGARDING FORM 8-K
SEC FILE NO. 0-31635
Dear Ms. Holden:
On behalf of our client Endwave Corporation ("Endwave"), this letter is being
filed in response to the above referenced comment letter. The numbering of the
paragraphs below corresponds to the numbering of the comment letter, which for
your convenience we have incorporated into this response letter in italics.
1. Refer to Item 9(a)(b) disclosure in Form 10-K filed on 3/30/04 for the
fiscal year ended December 31, 2003. We note that Item 304(a)(1)(v) of
Regulation S-K requires you to provide the information regarding any reportable
event (i.e., internal control weakness, etc.) that the former accountant advised
the company of during the two most recent fiscal years and subsequent interim
period through the date of termination. Tell us why you have not disclosed any
internal control weaknesses as a reportable event in the Form 8-K, or revise the
Form 8-K as necessary.
Response to comment 1.: The Form 10-K disclosure identified by the staff
pertains to a reportable condition that was identified by Ernst & Young LLP,
Endwave's former accountants. We were advised by Ernst & Young LLP that the
reportable condition was not considered to be a "material weakness" under
standards established by the American Institute of Certified Public Accountants.
After analyzing the condition reported by Ernst & Young LLP, we concluded such
condition did not constitute a "reportable event" within the meaning of Item
304(a)(1)(v) of Regulation S-K. The statement in Endwave's Form 8-K regarding
the absence of reportable events was accurate. Ernst & Young LLP did not
disagree with the statements in the third paragraph on page 2 of Endwave's Form
8-K, as evidenced by its letter attached as Exhibit 16.01 to the Form 8-K.
O. Nicole Holden
October 7, 2004
Page Two
2. In detail, supplementally describe the nature of each reportable event
and the amounts involved, if any. Also, tell us in what period the reportable
event occurred and whether or not you restated (or intend to restate) any prior
period for any adjustment resulting from the reportable event; and if not, why
not. Tell us in detail the steps you have taken (or plan to take) and procedures
you implemented (or plan to implement) to correct each reportable event.
Response to comment 2.: There were no reportable events.
3. In addition, provide us with any letter or written communication to and
from the former accountants regarding any disagreements or reportable events to
management or the Audit Committee.
Response to comment 3.: There have been no communications to or from the former
accountants, written or verbal, regarding disagreements or reportable events.
4. To the extent that you make changes to the Form 8-K to comply with our
comments, please obtain and file and updated Exhibit 16 letter from the former
accountants stating whether the accountant agrees with the statements made in
your revised Form 8-K.
Response to comment 4.: No changes to the Form 8-K are contemplated.
In response to the staff's request, Endwave acknowledges that:
A. it is responsible for the adequacy and accuracy of the disclosure in
its filings;
B. staff comments or changes to disclosure in response to staff comments
in the filings reviewed by the staff do not foreclose the Securities and
Exchange Commission from taking any action with respect to the filings; and
C. it may not assert staff comments as a defense in any proceeding
initiated by the Securities and Exchange Commission or any person under the
federal securities laws of the United States.
O. Nicole Holden
October 7, 2004
Page Three
If you have any further questions, please feel free to contact me at the above
number.
Very truly yours,
/s/ Jodie M. Bourdet
Jodie M. Bourdet
cc: Julianne Biagini, Endwave Corporation
Lisa Portnoy, Ernst & Young LLP
Kenneth Guernsey, Cooley Godward LLP
Jason Throne, Cooley Godward LLP