================================================================================ 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): December 23, 2004 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.) 776 Palomar Avenue Sunnyvale, California 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On December 13, 2004, Endwave Corporation ("Endwave") signed an amendment to a previously-disclosed contract with Nokia Networks ("Nokia"). Specifically, the amendment expands the range of frequencies covered by Endwave transceiver products to include lower frequency models. As Nokia is currently Endwave's largest customer, this contract amendment may be material in that it adds to the existing multi-year agreement between the companies, and is expected to result in several million dollars worth of revenue to Endwave. 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 - ----------- --------------------------------------- 99.1 Press Release issued December 23, 2004. 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 Dated: December 23, 2004 By: /s/ Julianne M. Biagini --------------------------- Julianne M. Biagini Title: Senior Vice President and Chief Financial Officer INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- --------------------------------------- 99.1 Press Release issued December 23, 2004.