- Current report filing (8-K)
January 21 2010 - 4:30PM
Edgar (US Regulatory)
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
21, 2010
ENDWAVE
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
000-31635
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95-4333817
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(Commission File No.)
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(IRS Employer Identification No.)
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130
Baytech Drive
San
Jose, California 95134
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(Address
of principal executive offices) (Zip Code)
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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 21, 2010, Endwave Corporation (“Endwave”) entered into a
Stock Purchase Agreement with Oak Investment Partners XI, Limited
Partnership (“Oak”), pursuant to which Endwave repurchased the 300,000
shares of Endwave Series B Preferred Stock held by Oak for $36 million
in cash. Such shares had entitled Oak to a liquidation preference equal
to its original investment of $45 million before any proceeds from a
liquidation or sale of the company would have been paid to the holders
of Endwave’s common stock. Oak originally acquired such shares in April
2006. Endwave and Oak also agreed to terminate the Preferred Stock and
Warrant Purchase Agreement, dated as of April 24, 2006, between Endwave
and Oak, and Eric Stonestrom, Oak’s designee to the Endwave Board of
Directors, resigned from Endwave’s board of directors, each effective on
January 21, 2010. In addition, Oak agreed that neither it nor its
affiliates would directly or indirectly participate in any acquisition
of shares or assets of the Company, or seek to control or influence the
management or board of directors of the Company, for five years. The
Stock Purchase Agreement is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
On January 21, 2010, Endwave announced the stock repurchase and the
other matters described above via press release. Such press release is
attached as Exhibit 99.2 to this Current Report on Form 8-K and is
incorporated herein by reference.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
The discussion regarding the termination of the Preferred Stock and
Warrant Purchase Agreement in Item 1.01 is incorporated herein by
reference.
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
The discussion regarding the termination of the Preferred
Stock and Warrant Purchase Agreement in Item 1.01 is incorporated herein
by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
The discussion regarding the resignation of Eric Stonestrom from
Endwave’s board of directors in Item 1.01 is incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
Exhibit No.
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Exhibit Title
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99.1
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Stock Purchase Agreement, dated as of January 21, 2010, between
Endwave and Oak.
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99.2
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Press release, dated January 21, 2010.
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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.
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ENDWAVE CORPORATION
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Dated:
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January 21, 2010
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By:
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/s/ CURT P. SACKS
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Curt P. Sacks
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Title:
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Chief Financial Officer and Senior Vice President
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