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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 27, 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.)
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))
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ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On January 28, 2005, Endwave Corporation ("Endwave") announced two
changes to their Board of Directors. Mr. John F. McGrath, Jr. has been appointed
to Endwave's Board of Directors and Audit Committee effective January 27, 2005.
Furthermore, Mr. Edward C.V. Winn has been elected to the position of
non-executive Chairman of the Board, also effective January 27, 2005. In
addition, Mr. Winn will continue serving as Chairman of the Audit Committee
until March 30, 2005, when Mr. McGrath effectively takes over in this capacity.
Endwave's Audit Committee, composed entirely of independent directors, now
consists of Mr. McGrath, Mr. Winn, and Mr. Joseph Lazzarra, who joined Endwave's
Board in January 2004. A copy of the press release further describing these
appointments is filed as Exhibit 99.1 to this report and is incorporated herein
by reference.
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 28, 2005, entitled "Endwave Announces
Changes to its Board of Directors".
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: January 28, 2005 By: /s/ JULIANNE M. BIAGINI
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Julianne M. Biagini
Title: Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release, dated January 28, 2005, entitled "Endwave Announces
Changes to its Board of Directors".