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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): JULY 19, 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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On July 20, 2006, Endwave Corporation announced that Eric D. Stonestrom was
appointed as a member of its Board of Directors, effective as of July 19, 2006.
In addition, Mr. Stonestrom was appointed a member of the Nominating and
Governance Committee and Compensation Committee of Endwave's Board of Directors.
Mr. Stonestrom was appointed to the Board of Directors as the designee of Oak
Investment Partners, the holder of Endwave's Series B preferred stock. A press
release announcing Mr. Stonestrom's appointment was issued on July 20, 2006,
which is attached hereto as Exhibit 99.1 and the contents of which are
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
EXHIBIT NO. DESCRIPTION
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99.1 Press Release, dated July 20, 2006, entitled "Endwave Appoints
Eric D. Stonestrom to its Board of Directors."
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Endwave
Corporation has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ENDWAVE CORPORATION
Dated: July 20, 2006 By: /s/ Brett W. Wallace
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Brett W. Wallace
Title: Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release, dated July 20, 2006, entitled "Endwave Appoints
Eric D. Stonestrom to its Board of Directors."