8-K

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 23, 2004

WJ COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Commission file number 000-31337

DELAWARE	94-1402710
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
401 River Oaks Parkway, San Jose, California	95134
(Address of principal executive offices)	(Zip Code)
(408) 577-6200
(Registrant’s telephone number, including area code)

Item 7.Financial Statements and Exhibits.

(c)Exhibits

99.1Press Release dated January 23, 2004 announcing the pricing of the Company’s underwritten common stock offering.

99.2Press Release dated January 23, 2004 announcing the Company’s revised preliminary fourth quarter results.

Item 9.Regulation FD Disclosure.

On January 23, 2004 the Company issued a press release announcing the pricing of its underwritten public offering of 2 million newly issued shares of common stock at a public offering price of $5.75 per share under its previously filed shelf Registration Statement on Form S-3 (Registration No. 333-110111) which was declared effective by the Securities and Exchange Commission on December 29, 2003.  A copy of the press release is attached to this report as Exhibit 99.1.

The press release attached as Exhibit 99.1 and the above information are being furnished under Item 9 of this Report on Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.  The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this Report on Form 8-K is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company

Item 12.Disclosure of Results of Operations and Financial Condition.

On January 23, 2004, the Company issued a press release announcing its revised preliminary fourth quarter results. A copy of the press release is attached hereto as Exhibit 99.2 and is being furnished, not filed, under Item 12 of this Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	WJ COMMUNICATIONS, INC.
	By:	/s/  David R. Pulvino
		David R. Pulvino
		Principal Accounting Officer
Dated:  January 23, 2004

2

EX-99.1

Exhibit 99.1

WJ Communications
Fred Krupica
Chief Financial Officer
408-577-6261
fred.krupica@wj.com

Investor Relations Contacts:
Chris Danne,  Rakesh Mehtathe blueshirt group for WJ Communications415-217-7722chris@blueshirtgroup.com
rakesh@blueshirtgroup.com

WJ Communications Announces Pricing of Common Stock in Underwritten Public Offering

January 23, 2004 San Jose, CA – WJ Communications, Inc. (Nasdaq: WJCI), a leading designer and supplier of high-performance RF semiconductors and multi-chip modules (MCM), today announced that the underwritten public offering of its 2 million newly issued shares of common stock has been priced at $5.75 per share which will result in gross proceeds to the Company of approximately $11.5 million.  In addition, certain selling stockholders, including the Company’s controlling stockholder Fox Paine Capital Fund, L.P., will offer 10.6 million currently outstanding shares of common stock in the underwritten public offering at the same price.  J.P. Morgan Securities, Inc. is serving as the sole book-running manager for the underwritten offering and Bear, Stearns & Co. Inc., CIBC World Markets Corp. and Wells Fargo Securities, LLC are serving as co-managers.

The underwriters of the offering also have 30 day option to purchase an additional 1.89 million shares of common stock from the selling stockholders to cover any over-allotments. The Company plans to use the net proceeds it receives from the offering for general corporate purposes, to fund working capital and for potential strategic transactions. The Company will not receive any proceeds from the sale of shares by the selling stockholders.  The offering is expected to close on January 28, 2004, subject to customary closing conditions.

A prospectus supplement and accompanying prospectus will be filed with the Securities and Exchange Commission and will be available at the SEC’s website at www.sec.gov.  Printed copies of the prospectus supplement and accompanying prospectus, when available, may be obtained from J.P. Morgan Securities Inc., 277 Park Avenue, New York, New York 10172.

The shares are being offered pursuant to an S-3 shelf registration statement filed with the Securities and Exchange Commission (Registration No. 333-110111) which was declared effective on December 29, 2003.  This news release is neither an offer to sell nor the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state or jurisdiction.  The

offering may only be made only by means of a prospectus supplement and the accompanying prospectus.

About WJ Communications

WJ Communications, Inc. is a leading RF semiconductor company focusing on the design and manufacture of high-quality devices, chipsets and multi-chip modules (MCMs) for telecommunications, RF identification (RFID) and homeland security systems worldwide.  WJ’s highly reliable amplifiers, mixers, RF integrated circuits (RFICs), RFID reader modules, chipsets and MCM products are used to transmit, receive and process signals that enable current and next generation wireless and wireline services.  For more information visit www.wj.com or call (408) 577-6200.  The information contained in the Company’s website is not part of the offering described in this news release nor is it incorporated by reference into this news release.

This release contains forward-looking statements including statements as to the expected gross proceeds of the offering, the expected closing and the Company’s plans with respect to use of gross proceeds of the offering.  These forward-looking statements are not historical facts but rather are based on current expectations and our beliefs.  Words such as “may,” “will,” “expects,” “intends,” “plans,” “believes,” “seeks,” “could” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements.  These statements involve a number of risks and uncertainties including any inability of the Company to satisfy the closing conditions which would result in the Company not receiving any proceeds from the offering.  Readers of this release are cautioned not to place undue reliance on these forward-looking statements.  The Company undertakes no obligation to publicly update or revise the forward-looking statements contained herein to reflect changed events or circumstances after the date of this press release.

EX-99.2

Exhibit 99.2

WJ Communications
Fred Krupica
Chief Financial Officer
408-577-6261
fred.krupica@wj.com

Investor Relations Contacts:
Chris Danne,  Rakesh Mehtathe blueshirt group for WJ Communications415-217-7722chris@blueshirtgroup.com
rakesh@blueshirtgroup.com

WJ Communications Updates Preliminary Fourth Quarter Results

January 23, 2004 San Jose, CA — WJ Communications, Inc. (Nasdaq:WJCI), a leading designer and supplier of high-performance RF semiconductor products, today announced that it has updated the previously announced preliminary results for the Company’s fourth quarter, ended December 31, 2003.  The Company’s preliminary unaudited results for the quarter ended December 31, 2003 are expected to be as follows.  Revenue for the fourth quarter of 2003 was approximately $6.5 million which is in line with the Company’s previous forecast.  Semiconductor revenue, which includes sales of the Company’s RFID products, was approximately $6.0 million during the same period.  Our gross margins also improved sequentially and year over year.  As of December 31, 2003, the Company’s cash and cash equivalents and short-term investments were approximately $60.1 million.

As previously announced, WJ Communications will release final fourth quarter results on Tuesday, February 3rd and host a conference call for analysts and investors to discuss its quarterly results at 2:00 p.m. PT (5:00 p.m. ET). Open to the public, a live Web cast of the conference call will be accessible from the “Investors” section of WJ Communications web site (www.wj.com). Following the live Web cast, an archived version will be available on the WJ Communications web site.

About WJ Communications

WJ Communications, Inc. is a leading RF semiconductor company focusing on the design, development and marketing of high-performance RF semiconductor products comprised primarily of amplifiers, mixers, transistors and multi-chip modules (MCMs) that target the wireless communications, broadband cable, RFID and defense and homeland security markets. WJ’s highly reliable amplifiers, mixers, RF integrated circuits (RFICs), RFID reader modules, chipsets and MCM products are used to transmit, receive and process signals that enable current and next generation wireless and wireline services. For more information visit www.wj.com or call (408) 577-6200.

This release contains forward-looking statements including financial projections, statements as to the plans and objectives of management for future operations, and statements as to the Company’s future economic performance, financial condition or results of operations. These forward-looking statements are not historical facts but rather are based on current expectations and our beliefs. Words such as “may,” “will,” “expects,” “intends,” “plans,” “believes,” “seeks,” “could” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. The Company’s actual results may differ materially from those projected in these forward-looking statements as a result of a number of factors, including, but not limited to, those factors described from time to time in the Company’s filings with the Securities and Exchange Commission. Readers of this release are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly update or revise the forward-looking statements contained herein to reflect changed events or circumstances after the date of this press release.