8-K 1 a04-1479_28k.htm 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

 

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

 

99.2         Press 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

 

 

 

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