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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 27, 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 MATERIAL DEFINITIVE AGREEMENT.
On February 27, 2006, Endwave Corporation ("Endwave") announced that Brett W.
Wallace had been appointed as an executive officer of Endwave, effective March
1, 2006. The terms of Mr. Wallace's compensation described under Item 5.02 below
are incorporated into this Item 1.01 by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On February 27, 2006, Endwave announced that it had appointed Brett W. Wallace
as Executive Vice President, effective March 1, 2006, and as Endwave's Chief
Financial Officer, effective April 25, 2006. Until April 25, 2006, it is
anticipated that Julianne M. Biagini will continue in her role as Endwave's
Chief Financial Officer.
Mr. Wallace will receive an annual base salary of $210,000 and will be eligible
to receive a bonus under Endwave's Executive Incentive Compensation Plan. It is
anticipated that Endwave's board of directors will grant to Mr. Wallace an
option to purchase 120,000 shares of Endwave common stock. The per-share
exercise price of such option will be equal to the fair market value of one
share of Endwave common stock on the date of grant. The option will vest as to
1/8 of the shares subject to the option on the date that is six months after the
date of grant, and as to 1/16 of the shares subject to the option each quarter
thereafter, provided that Mr. Wallace continues in active service to Endwave. As
an executive vice president, Mr. Wallace also will participate in Endwave's
Executive Officer Severance and Retention Plan and Endwave's Transaction
Incentive Plan.
Mr. Wallace, 41, joins Endwave after 17 years in investment banking. From 2004
until joining Endwave, Mr. Wallace served as a Managing Director and the Head of
the Hardware Practice for Raymond James & Associates. At Raymond James, Mr.
Wallace had investment banking responsibilities for companies in the
semiconductor, enterprise computing and communications equipment markets. From
1999 to 2004, Mr. Wallace was a Managing Director for Piper Jaffray & Co., where
he was responsible for all aspects of corporate finance for wireless-related
companies, including equipment suppliers, wireless semiconductor manufacturers
and communications service providers. Mr. Wallace began his career with Lehman
Brothers as a Corporate Finance Analyst. He has a bachelor's degree in
quantitative economics from University of California at Berkeley and a master's
degree from the Anderson Graduate School of Management at UCLA.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit number Description
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99.1 Press release issued by ENDWAVE COPORATION dated
February 27, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Endwave has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ENDWAVE CORPORATION
Dated: February 27, 2006 By: /s/ Julianne M. Biagini
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Julianne M. Biagini
Title: Executive Vice President and
Chief Financial Officer