-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RvBXxvNZcc/luFt+sLIq1NJzKDLFPIBCRte++8FVFpbA7bie5/f+dUN+eTOlpdnN Y4Dl8ZMXeLC8VqDOVEQRSw== 0000950134-05-021185.txt : 20051110 0000950134-05-021185.hdr.sgml : 20051110 20051110152342 ACCESSION NUMBER: 0000950134-05-021185 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051110 DATE AS OF CHANGE: 20051110 GROUP MEMBERS: NADER TAVAKOLI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENDWAVE CORP CENTRAL INDEX KEY: 0001118941 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 954333817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60995 FILM NUMBER: 051193617 BUSINESS ADDRESS: STREET 1: 776 PALOMAR AVE. CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: (408)522-3141 MAIL ADDRESS: STREET 1: 776 PALOMAR AVE. CITY: SUNNYVALE STATE: CA ZIP: 94085 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EagleRock Capital Management, L.L.C. CENTRAL INDEX KEY: 0001245844 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 551 FIFTH AVENUE 34TH FL CITY: NEW YORK STATE: NY ZIP: 10176 BUSINESS PHONE: 2126925412 MAIL ADDRESS: STREET 1: 551 FIFTH AVENUE 34TH FL CITY: NEW YORK STATE: NY ZIP: 10176 FORMER COMPANY: FORMER CONFORMED NAME: EAGLEROCK CAPIAL MANAGEMENT LLC DATE OF NAME CHANGE: 20030624 SC 13G 1 d30309sc13g.htm SCHEDULE 13G sc13g
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Endwave Corporation

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

29264A206

(CUSIP Number)

October 18, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        þ Rule 13d-1 (c)

        o Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

             
13G
CUSIP No. 29264A206 Page 04-2693383
  1. Name of Reporting Person:
EagleRock Capital Management, LLC		 I.R.S. Identification Nos. of above persons (entities only):
04-2693383
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
732,576
6. Shared Voting Power:
0
7. Sole Dispositive Power:
732,576
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
732,576
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
6.8%**
  12.Type of Reporting Person:
OO

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).

2 of 7

 

             
13G
CUSIP No. 29264A206  
  1. Name of Reporting Person:
Nader Tavakoli		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S. Citizen
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
732,576
6. Shared Voting Power:
0
7. Sole Dispositive Power:
732,576
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
732,576
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
6.8%**
  12.Type of Reporting Person:
IN

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).

3 of 7

 

SCHEDULE 13G
     This Schedule 13G (the “Schedule 13G”) is being filed on behalf of EagleRock Capital Management, LLC, a Delaware limited liability company (“EagleRock Capital”), and Mr. Nader Tavakoli the principal of EagleRock, relating to shares of Common Stock, par value $0.001 per share (the “Common Stock”), of Endwave Corporation, a Delaware corporation (the “Issuer”).
     This Schedule 13G relates to Common Stock purchased by Nader Tavakoli and EagleRock Capital for the account of EagleRock Master Fund, LP (“ERMF”), a Cayman Islands limited partnership, and EagleRock Institutional Partners LP (“ERIP”), a Delaware limited partnership EagleRock Master Fund, LP holds 365,074 shares of Common Stock of the Issuer for the accounts of EagleRock Capital Partners, L.P., EagleRock Capital Partners (QP), LP, both Delaware limited partnerships, and EagleRock Capital Partners Offshore Fund, Ltd. (together the “Capital Funds”). EagleRock Institutional Partners LP holds 367,502 shares of Common Stock. EagleRock Capital acts as investment manager to each of the Capital Funds, ERMF and ERIP, and Mr. Tavakoli, as manager of EagleRock Capital, controls the investment decisions of EagleRock Capital.
     
Item 1(a)
  Name of Issuer.
 
    
 
  Endwave Corporation
 
    
Item 1(b)
  Address of Issuer’s Principal Executive Offices.
 
    
 
  776 Palomar Avenue
 
  Sunnyvale, CA 94085
 
    
Item 2(a)
  Name of Person Filing.
 
    
 
  EagleRock Capital Management, LLC and Nader Tavakoli.
 
    
Item 2(b)
  Address of Principal Business Office, or, if none, Residence.
 
    
 
  551 Fifth Avenue, 34th Floor
 
  New York, New York 10176
 
    
Item 2(c)
  Citizenship or Place of Organization.
 
  EagleRock Capital is a limited liability company organized under the laws of the state of Delaware. Nader Tavakoli is the Manager of EagleRock Capital and is a United States citizen.
 
    
Item 2(d)
  Title of Class of Securities.
 
    
 
  Common Stock, par value $.001 per share (the “Common Stock”).

4 of 7

 

     
Item 2(e)
  CUSIP Number.
 
    
 
  29264A206
 
    
Item 3
  Reporting Person.
 
    
 
  Inapplicable.
 
    
Item 4
  Ownership.
  (a)   EagleRock Capital is the beneficial owner of 732,576 shares of Common Stock and Mr. Tavakoli, as the Manager of EagleRock Capital, is the beneficial owner of 732,576 shares of Common Stock.
 
  (b)   EagleRock Capital is the beneficial owner of 6.8% and Mr. Tavakoli, as the Manager of EagleRock Capital, is the beneficial owner of 6.8% of the outstanding shares of Common Stock. This percentage is determined by dividing the number of shares beneficially held by each reporting person by 10,763,546, the number of shares of Common Stock issued and outstanding as of July 29, 2005, as reported in the Issuer’s Amended Quarterly Report on Form 10-Q/A for the quarter ending June 30, 2005 as filed with the Securities and Exchange Commission on September 23, 2005.
 
  (c)   EagleRock Capital, as the investment manager of EagleRock Master Fund, LP and EagleRock Institutional Partners LP, has the sole power to vote and dispose of the 1,815,034 shares of Common Stock held by EagleRock Master Fund and EagleRock Institutional Partners LP. As the Manager of EagleRock Capital, Mr. Tavakoli may direct the voting and disposition of the 732,576 shares of Common Stock held by EagleRock Master Fund, LP, EagleRock Institutional Partners LP and Nader Tavakoli.
     
Item 5
  Ownership of Five Percent or Less of a Class.
 
    
 
  Inapplicable.
 
    
Item 6
  Ownership of More Than Five Percent on Behalf of Another Person.
 
    
 
  Inapplicable.
 
    
Item 7
  Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
 
    
 
  Inapplicable.
 
    
Item 8
  Identification and Classification of Members of the Group.
 
    
 
  Inapplicable.

5 of 7

 

     
Item 9
  Notice of Dissolution of Group.
 
    
 
  Inapplicable.
 
    
Item 10
  Certification.
 
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
    
Exhibits
  Exhibit 99.1
 
    
 
  Joint Filing Agreement dated October 21, 2005 between EagleRock Capital Management and Nader Tavakoli.
[Signature Page Follows]

6 of 7

 

SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
     Date: October 21, 2005
         
  EagleRock Capital Management, LLC
 		  
  By:   /s/ Nader Tavakoli    
    Nader Tavakoli, Managing Member   
       
 
     
  /s/Nader Tavakoli    
  Nader Tavakoli   
     
 

7 of 7

EX-99.1 2 d30309exv99w1.htm JOINT FILING AGREEMENT exv99w1
 

EXHIBIT 99.1
JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $.001 per share, of Endwave Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of October 21, 2005.
         
  EagleRock Capital Management, LLC
 		  
  By:   /s/ Nader Tavakoli    
    Nader Tavakoli, Managing Member   
       
 
     
  /s/ Nader Tavakoli    
  Nader Tavakoli   
     
 

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