AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 1998 Registration No. 333-42595 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 4 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EIP MICROWAVE, INC. (Name of small business issuer in its charter) DELAWARE 3825 95-2148645 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 4500 Campus Drive Suite 219 Newport Beach, California 92660 714-851-3177 (Address and telephone number of principal executive offices) 1745 McCandless Drive Milpitas, California 95035 408-945-1477 (Address of principal place of business) J. Bradford Bishop 1745 McCandless Drive Milpitas, California 95035 408-945-1477 (Name, address and telephone number of agent for service) Copies to: Michael E. Johnson, Esq., Bainbridge Group, A Law Corporation 18301 Von Karman Avenue, Suite 410 Irvine, California 92612 714-442-6600 EIP Microwave, Inc. (the "Registrant") filed, and the Securities and Exchange Commission declared effective, Post-Effective Amendment No. 3 to Registration Statement on Form SB-2 (Registration No. 333-42595) on March 3, 1998 pertaining to the Registrant's Rights Offering. The Registrant's Rights Offering expired on March 20, 1998 at 5:00 P.M., California Time. Pursuant to the Rights Offering, a total of 5,948,698 shares of Common Stock of the Registrant ("Shares") were offered to stockholders of record. Upon expiration of the Rights Offering, a total of 146,474 Shares remained unsold. Pursuant to the undertaking of Registrant in accordance with Item 512(a)(3) of Regulation S-B, Registrant hereby removes from registration under the Securities Act of 1933, as amended, the 146,474 Shares covered by this Registration Statement and the related Prospectus which were unsold upon the expiration of the Rights Offering. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 4 to the Registration Statement on Form SB-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on the 1st day of April, 1998.* EIP MICROWAVE, INC. By: /s/ J. Bradford Bishop ----------------------------------- J. Bradford Bishop Chairman and Chief Executive Officer *Executed in accordance with the provisions of Rule 478(a).