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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 2, 2007
ENDWAVE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-31635 95-4333817
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
130 Baytech Drive
San Jose, California 94085 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 CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
On February 2, 2007, upon the recommendation of the Compensation
Committee (the "Compensation Committee") of the Board of Directors of Endwave
Corporation (the "Company"), the Company's Board of Directors (the "Board")
approved the following matters:
1. Fiscal 2006 Bonuses for Named Executive Officers. The Board 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, 2006. The bonus payments were based on meeting
specified targets for four financial metrics: revenues, gross margin, operating
profit and cash flow from operations. The bonus awards were as follows:
NAME AND TITLE BONUS
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Edward A. Keible, Jr $ 178,000
President and Chief Executive Officer (principal executive officer)
Brett W. Wallace $ 64,625
Chief Financial Officer and Executive Vice President (principal financial and accounting officer)
John J. Mikulsky $ 94,500
Chief Operating Officer and Executive Vice President (principal operating officer)
2. Fiscal 2007 Base Salaries. The Board established fiscal 2007 base
salaries for the named executive officers. The Compensation Committee and Board
annually evaluate the performance and determine 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 2007 base salaries, which
were approved retroactively beginning February 1, 2007, 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."
3. Fiscal 2007 Executive Incentive Plan. The Board approved the Endwave
Executive Incentive Plan for Fiscal Year 2007, which is attached as Exhibit 10.2
and is incorporated herein by reference.
4. Termination of Transaction Incentive Plan. The Board approved the
immediate termination of the Company's Transaction Incentive Plan.
5. Director Cash Compensation Policy. The Board adopted a new policy
for the cash compensation of non-employee directors. The current policy for the
compensation of non-employee directors is attached as Exhibit 10.3 and is
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(d) Exhibits:
EXHIBIT NO. EXHIBIT TITLE
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10.1 2007 Base Salaries for Named Executive Officers.
10.2 Endwave Executive Incentive Plan for Fiscal Year 2007.
10.3 Description of Cash Compensation Payable to Non-Employee
Directors.
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, 2007 By: /s/ Brett W. Wallace
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Brett W. Wallace
Title: Executive Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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10.1 2007 Base Salaries for Named Executive Officers.
10.2 Endwave Executive Incentive Plan for Fiscal Year 2007.
10.3 Description of Cash Compensation Payable to Non-Employee
Directors.