================================================================================
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 16, 2006
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 January 16, 2006, Endwave Corporation entered into a frame purchase
agreement with Siemens S.p.A. As with all frame agreements, the Siemens
agreement provides for the general terms and conditions of purchases of Endwave
products by Siemens, but does not contain any obligation to purchase by Siemens.
Any purchase obligations would be evidenced by purchase orders issued pursuant
to the terms of the frame agreement. The specific Endwave products covered by
this agreement include various models of microwave radio frequency transceivers
to be supplied for Siemens' global cellular telephone network and backhaul
market products. The term of the agreement is 36 months, and applies to all
purchases of radio transceiver orders during the term from any qualifying
Siemens operating unit, affiliate, or subsidiary. Payments to Endwave shall be
denominated in US dollars, using a 45-day electronic payment period. A companion
logistics appendix with subsumed annexes defines operating rules, including
electronic forecasting, cancellation flexibility rules, buffer stocking, and
unit repair.
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 19, 2006 By: /s/ JULIANNE M. BIAGINI
------------------------------
Julianne M. Biagini
Title: Executive Vice President and
Chief Financial Officer