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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): FEBRUARY 1, 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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 1, 2006, the Compensation Committee (the "Compensation
Committee") of the Board of Directors of Endwave Corporation (the "Company")
voted to award bonuses to the Company's named executive officers (as defined in
Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange
Commission) in respect of the officers' and the Company's performance for the
fiscal year ended December 31, 2005. The bonus payments were based on meeting
specified targets for four financial metrics: revenues, gross margin, operating
profit, and cash flow from operations. In addition, there was a discretionary
component based on several factors, including, but not limited to: individual
performance, team performance, leadership and sales efforts. The Compensation
Committee awarded fiscal year 2005 bonuses as follows:
NAME AND TITLE BONUS
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Edward A. Keible, Jr. $ 170,000
President and Chief Executive Officer
Julianne M. Biagini $ 80,000
Chief Financial Officer and Executive Vice President
John J. Mikulsky $ 90,000
Chief Operating Officer and Executive Vice President
On February 1, 2006, the Compensation Committee also established fiscal
2006 base salaries for the named executive officers. The Compensation Committee
annually evaluates the performance and determines the compensation of the
Company's officers based on the Compensation Committee's assessment of the
individual performance of the executive officers, their achievement of corporate
goals, and compensation at comparable companies. The 2006 base salaries for the
named executive officers are listed in Exhibit 10.1 and are incorporated herein
by reference. These salaries may be changed at any time at the discretion of the
Compensation Committee. Each of the named executive officers is employed "at
will."
On February 1, 2006, the Board of Directors (the "Board") of the
Company approved the Executive Incentive Compensation Plan, as recommended by
the Compensation Committee. The Executive Incentive Compensation Plan is
attached as Exhibit 10.2 and is incorporated herein by reference.
Additionally, on February 1, 2006, the Board amended the 2000
Non-Employee Directors' Stock Option Plan (the "Director Plan") to change the
number of shares subject to annual option grants (but not initial option grants)
issued under the Director Plan to 6,000 shares.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(d) Exhibits:
EXHIBIT NO. EXHIBIT TITLE
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10.1 2006 Base Salaries for Named Executive Officers.
10.2 Executive Incentive Compensation Plan.
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: February 7, 2006 By: /s/ JULIANNE M. BIAGINI
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Julianne M. Biagini
Title: Executive Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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10.1 2006 Base Salaries for Named Executive Officers.
10.2 Executive Incentive Compensation Plan.