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Item 1.
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Security and Issuer.
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This statement relates to the Common Stock, $0.001 par value per share (the “Shares”), of Endwave Corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 130 Baytech Drive, San Jose, CA 95134.
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Item 2.
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Identity and Background.
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(a) This statement is filed by Steel Partners II, L.P., a Delaware limited partnership (“Steel Partners II”), Steel Partners Holdings L.P., a Delaware limited partnership (“Steel Holdings”), Steel Partners LLC, a Delaware limited liability company (“Partners LLC”) and Warren G. Lichtenstein. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Steel Holdings is the sole limited partner of Steel Partners II. Partners LLC is the manager of Steel Partners II and Steel Holdings and has been delegated the sole power to vote and dispose of the securities held by Steel Partners II and Steel Holdings. Warren G. Lichtenstein is the manager of Partners LLC. By virtue of these relationships, each of Steel Holdings, Partners LLC and Mr. Lichtenstein may be deemed to beneficially own the Shares owned by Steel Partners II.
Set forth on Schedule A annexed hereto is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of (i) Steel Partners II GP LLC (“Steel Partners GP”), the general partner of Steel Partners II, (ii) Steel Partners Holdings GP Inc. (“Steel Holdings GP”), the general partner of Steel Holdings, (iii) the executive officers of Partners LLC, (iv) the executive officers of Steel Partners GP, and (v) the executive officers and directors of Steel Holdings GP. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons or entities listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
(b) The principal business address of each of the Reporting Persons is 590 Madison Avenue, 32nd Floor, New York, New York 10022.
(c) Steel Holdings is a global diversified holding company that engages or has interests in a variety of operating businesses through its subsidiary companies. Steel Holdings may seek to obtain majority or primary control, board representation or other significant influence over the portfolio companies in which it holds an interest. The principal business of Steel Partners II is holding securities for the account of Steel Holdings. The principal business of Partners LLC is serving as the manager of Steel Partners II and Steel Holdings. The principal occupation of Warren G. Lichtenstein is serving as the manager of Partners LLC.
(d) No Reporting Person nor any person or entity listed on Schedule A annexed hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person nor any person or entity listed on Schedule A annexed hereto has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the individuals who are Reporting Persons or listed on Schedule A are citizens of the United States of America. Each of the entities who are Reporting Persons or listed on Schedule A are organized under the laws of the State of Delaware.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The aggregate purchase price of the 644,988 Shares owned directly by Steel Partners II is approximately $1,801,021, including brokerage commissions. The Shares owned directly by Steel Partners II were acquired with partnership funds.
Steel Partners II effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons originally purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
Based upon their initial review of the proposed merger of Aerie Acquisition Corporation, a wholly-owned subsidiary of GigOptix, Inc., with and into the Issuer (the “Merger”), the Reporting Persons have significant and serious concerns regarding the Merger. In particular, the Reporting Persons are concerned with the adequacy of the Merger consideration in light of the Merger’s potential to cause an annual limitation on the utilization of the Issuer’s significant net operating loss carryforward.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, deciding how they wish to vote on the Merger, communicating with shareholders, management and the Board of Directors of the Issuer concerning the Merger and potential alternative transactions, engaging in discussions with third parties about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer.
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(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 9,832,684 Shares outstanding, which is the total number of Shares outstanding as of January 31, 2011 as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2011.
As of the close of business on March 4, 2011, Steel Partners II owned directly 644,988 Shares, constituting approximately 6.6% of the Shares outstanding. By virtue of their relationships with Steel Partners II discussed in further detail in Item 2, each of Steel Holdings, Partners LLC and Warren G. Lichtenstein may be deemed to beneficially own the Shares owned by Steel Partners II.
(b) Each of the Reporting Persons may be deemed to have the sole power to vote and dispose of the Shares reported in this Schedule 13D.
(c) Schedule B annexed hereto lists all transactions in the Shares by the Reporting Persons during the past sixty days. All of such transactions were effected in the open market.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments thereto.
Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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99.1
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Joint Filing Agreement by and among Steel Partners II, L.P, Steel Partners Holdings L.P., Steel Partners LLC and Warren G. Lichtenstein, dated March 7, 2011.
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: March 7, 2011
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STEEL PARTNERS II, L.P.
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By:
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Steel Partners II GP LLC
General Partner
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By:
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Sanford Antignas
Chief Operating Officer
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STEEL PARTNERS HOLDINGS L.P.
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By:
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Steel Partners Holdings GP Inc.
General Partner
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By:
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Sanford Antignas
Chief Operating Officer
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STEEL PARTNERS LLC
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By:
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Sanford Antignas
Chief Operating Officer
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SANFORD ANTIGNAS
as Attorney-In-Fact for Warren G. Lichtenstein
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SCHEDULE A
General Partner of Steel Partners II, L.P.
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Name
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Present Principal Business
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Business Address
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Steel Partners II GP LLC
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General Partner of Steel Partners II, L.P.
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590 Madison Avenue, 32
nd
Floor
New York, NY 10022
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General Partner of Steel Partners Holdings L.P.
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Name
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Present Principal Business
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Business Address
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Steel Partners Holdings GP Inc.
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General Partner of Steel Partners Holdings L.P.
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590 Madison Avenue, 32
nd
Floor
New York, NY 10022
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Executive Officers of Steel Partners LLC
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Name and Position
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Present Principal Occupation
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Business Address
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Warren G. Lichtenstein, Chairman and
Chief Executive Officer
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Chairman and Chief Executive Officer
of Steel Partners LLC, a global management firm
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c/o Steel Partners LLC
590 Madison Avenue, 32
nd
Floor
New York, NY 10022
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Jack L. Howard, President
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President of Steel Partners LLC, a global management firm,
and a principal of Mutual Securities, Inc., a registered broker dealer
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c/o Steel Partners LLC
590 Madison Avenue, 32
nd
Floor
New York, NY 10022
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Sanford Antignas, Managing Director,
Chief Operating Officer and Secretary
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Managing Director, Chief Operating Officer
and Secretary of Steel Partners LLC, a global management firm
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c/o Steel Partners LLC
590 Madison Avenue, 32
nd
Floor
New York, NY 10022
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Michael Falk,
Vice President, Chief Financial Officer, Treasurer
and Assistant Secretary
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Vice President, Chief Financial Officer, Treasurer
and Assistant Secretary of Steel Partners LLC, a global management firm
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c/o Steel Partners LLC
590 Madison Avenue, 32
nd
Floor
New York, NY 10022
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Executive Officers of Steel Partners II GP LLC
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Name and Position
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Present Principal Occupation
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Business Address
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Warren G. Lichtenstein, Chairman and
Chief Executive Officer
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Chairman and Chief Executive
Officer of Steel Partners LLC, a global management firm
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c/o Steel Partners LLC
590 Madison Avenue, 32
nd
Floor
New York, NY 10022
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Jack L. Howard, President
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President of Steel Partners LLC, a global management firm,
and a principal of Mutual Securities, Inc., a registered broker dealer
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c/o Steel Partners LLC
590 Madison Avenue, 32
nd
Floor
New York, NY 10022
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Sanford Antignas, Managing Director,
Chief Operating Officer and Secretary
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Managing Director, Chief Operating Officer
and Secretary of Steel Partners LLC, a global management firm
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c/o Steel Partners LLC
590 Madison Avenue, 32
nd
Floor
New York, NY 10022
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Executive Officers and Directors of Steel Partners Holdings GP Inc.
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Name and Position
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Present Principal Occupation
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Business Address
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Warren G. Lichtenstein, Chairman,
Chief Executive Officer and Director
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Chairman and Chief Executive
Officer of Steel Partners LLC, a global management firm
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c/o Steel Partners LLC
590 Madison Avenue, 32
nd
Floor
New York, NY 10022
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Jack L. Howard, President
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President of Steel Partners LLC, a global management firm,
and a principal of Mutual Securities, Inc., a registered broker dealer
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c/o Steel Partners LLC
590 Madison Avenue, 32
nd
Floor
New York, NY 10022
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Sanford Antignas,
Chief Operating Officer, Secretary and Director
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Managing Director, Chief Operating Officer and
Secretary of Steel Partners LLC, a global management firm
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c/o Steel Partners LLC
590 Madison Avenue, 32
nd
Floor
New York, NY 10022
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Anthony Bergamo, Director
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Vice Chairman of MB Real Estate, a property management company
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c/o MB Real Estate
335 Madison Avenue, 14
th
Floor
New York, NY 10017
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John P. McNiff, Director
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Partner of Mera Capital Management LP,
a private investment partnership
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c/o Mera Capital Management LP
161 Washington Street, Suite 1560
Conshohocken, PA 19428
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Joseph L. Mullen, Director
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Managing Partner of Li Moran International, Inc.,
a management consulting company
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c/o Li Moran International
611 Broadway, Suite 722
New York, NY 10012
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General Richard I. Neal, Director
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President of Audio MPEG, Inc.,
a licensor of intellectual property
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c/o Audio MPEG, Inc.
66 Canal Center Plaza, Suite 750
Alexandria, VA 22314
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Allan R. Tessler, Director
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Chairman and Chief Executive Officer of International Financial Group, Inc., an international merchant banking firm
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c/o International Financial Group, Inc.
2500 North Moose Wilson Road
Wilson, WY 83014
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SCHEDULE B
Transactions in the Shares During the Past Sixty Days
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Class of
Security
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Securities
Purchased
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Price ($)
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Date of
Purchase
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STEEL PARTNERS II, L.P.
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Common Stock
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386,255
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2.7800
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02/16/11
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Common Stock
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1,500
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2.7907
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02/16/11
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Common Stock
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25,100
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2.8475
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02/17/11
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Common Stock
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18,437
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2.8483
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02/18/11
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Common Stock
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23,700
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2.8500
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02/22/11
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Common Stock
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36,025
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2.8025
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02/23/11
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Common Stock
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11,200
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2.8444
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02/24/11
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Common Stock
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22,400
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2.6020
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02/25/11
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Common Stock
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50,000
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2.7662
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02/25/11
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Common Stock
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16,220
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2.6192
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02/28/11
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Common Stock
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26,898
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2.6560
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03/01/11
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Common Stock
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5,166
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2.6555
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03/02/11
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Common Stock
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100
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2.6700
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03/03/11
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Common Stock
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21,987
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2.6700
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03/04/11
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