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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): November 17, 2005
ENDWAVE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-31635 95-4333817
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) 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
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:
[ ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As has been previously announced, Endwave Corporation (the "Company") and
Northrop Grumman Space & Mission Systems Corp. ("NGS&MS") are parties to an
Amended and Restated Registration Rights Agreement, dated as of March 31, 2000,
as amended, and an Amended and Restated Registration Rights Agreement, dated as
of September 14, 2005 (such agreements are referred to together as the
"Registration Rights Agreements"). In accordance with the Registration Rights
Agreements, in September 2005, (a) the Company filed a registration statement on
Form S-3 for the purpose of a proposed public offering of shares of the
Company's common stock, including shares held by NGS&MS (File No. 333-128331,
the "Registration Statement"), and (b) NGS&MS entered into a lockup agreement
with Needham & Company, LLC, generally providing that it would not sell its
shares of Company common stock until 90 days after the proposed public offering
of Company common stock was completed, subject to certain conditions upon which
such agreement would terminate (the "Lockup Agreement").
On November 16, 2005, Needham & Company, LLC and NGS&MS agreed to terminate
the Lockup Agreement. In connection with NGS&MS' release from the Lockup
Agreement, (a) the Company agreed to remove NGS&MS as a selling stockholder
under the Registration Statement the next time the Company files an amendment to
the Registration Statement on Form S-3/A, and (b) NGS&MS agreed that,
notwithstanding the provisions of the Registration Rights Agreement, it would
not at any time in the future exercise any rights it may have to have its shares
of Company common stock registered for resale pursuant to the Registration
Statement.
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: November 17, 2005 By: /s/ JULIANNE M. BIAGINI
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Julianne M. Biagini
Title: Executive Vice President and
Chief Financial Officer