-----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, Pw6NQZsTCu03UUyTuz/p3+Nodk64PQIA7YSE3q1DdZLgFyEN3wfyEF8XXU7WDK2l Ry/1mytiFOwImSZHpvXuKQ== 0001104659-04-017545.txt : 20040622 0001104659-04-017545.hdr.sgml : 20040622 20040622145454 ACCESSION NUMBER: 0001104659-04-017545 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040618 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WJ COMMUNICATIONS INC CENTRAL INDEX KEY: 0000105006 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 941402710 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31337 FILM NUMBER: 04874663 BUSINESS ADDRESS: STREET 1: 401 RIVER OAKS PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-577-6200 MAIL ADDRESS: STREET 1: 401 RIVER OAKS PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: WATKINS JOHNSON CO DATE OF NAME CHANGE: 19920703 8-K 1 a04-7171_18k.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): June 18, 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 5.                                                           Other Events

 

On June 18, 2004, WJ Communications, Inc., (the “Company”) completed its acquisition of the wireless infrastructure business and associated assets from privately-held EiC Corporation, a California corporation.  A copy of the press release issued by the Registrant concerning the foregoing transaction is attached to this report as Exhibit 99.1.

 

Item 7.                                                           Financial Statements and Exhibits

 

(c) Exhibits

 

99.1                           Press Release dated June 21, 2004 announcing that the Company had completed its acquisition of the wireless infrastructure business and associated assets from privately-held EiC Corporation, a California corporation.

 

 

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/  FRED J. KRUPICA

 

 

 

Fred J. Krupica

 

 

 

Chief Financial Officer

 

 

 

(principal financial officer)

 

 

Dated:  June 21, 2004

 

2

 EX-99.1 2 a04-7171_1ex99d1.htm EX-99.1

Exhibit 99.1

 

WJ Communications

 

Investor Relations Contacts:

Fred Krupica

 

Chris Danne, Rakesh Mehta

Chief Financial Officer

 

the blueshirt group for WJ Communications

408-577-6261

 

415-217-7722

fred.krupica@wj.com

 

chris@blueshirtgroup.com

 

 

rakesh@blueshirtgroup.com

 

WJ Communications Announces Completion of Acquisition

 

June 21, 2004, San Jose, CA – WJ Communications, Inc. (Nasdaq: WJCI), a leading designer and supplier of high-performance RF semiconductors and multi-chip modules (MCM), announced today that it has completed its previously announced acquisition of the infrastructure business and associated assets of privately-held EiC Corporation (EiC) of Fremont, CA.  EiC designs, develops, manufactures and markets proprietary radio frequency integrated circuits (RFICs) primarily for wireless communications products.

 

“We are delighted to have completed this acquisition and look forward to fully integrating EiC’s strong technology and talented staff into our operations,” said Michael Farese, Ph.D., Chief Executive Officer and President of WJ Communications.  “The addition of EiC’s products and technology provide a great complement to our RFIC capabilities which will enable us to better serve our current customers and expand into new opportunities in the wireless infrastructure market.”

 

The consideration paid to EiC by WJ Communications at closing, including deposits into escrow, consisted of $10.0 million in cash and 737,000 shares of WJCI’s Common Stock.  Additionally, as previously announced, if the EiC operations achieve certain revenue and margin targets over a 24 month period, EiC will receive further compensation of up to $14 million in stock and cash.   If the targets are achieved in full and EiC is entitled to receive the entire escrow deposit, then the total transaction value will be approximately $26.4 million.

 

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.

 

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, the Company’s successful transition to a pure RF semiconductor company, the Company’s ability to continue to cut future losses and return to profitability in the long term, the Company’s ability to utilize its cash effectively, successful resolutions of certain contractual matters, actual improvement in overall demand, technological innovation in the wireless communications markets, the availability and the price of raw materials and components used in the Company’s products, the demand for wireless systems and products generally as well as those of our customers, the adequacy of the Company’s obsolete inventory reserve, the success of the Company’s new product introductions and the Company’s ability to expand its customer base, broaden its product offering and deepen its penetration into existing customers, general economic conditions including the global economic slowdown and such other factors as described from time to time in the Company’s filings with the Securities & 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.

 

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