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): December 16, 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)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

On November 16, 2004, WJ Communications, Inc. (the “Company”) entered into an offer letter with Ephraim Kwok for the position of Senior Vice President and Chief Financial Officer of the Company (the “Offer Letter”).   A copy of the offer letter is filed as Exhibit 10.1 to this report and incorporated herein by reference.

 Under the Offer Letter, Mr. Kwok is entitled to receive an annual base salary of $200,000 and will be eligible to participate in the Company’s discretionary cash bonus plan based on appropriate quarterly business and financial targets and individual objectives. Mr. Kwok will also receive a stock option grant of 600,000 shares of WJ Communications common stock.  The vesting will be 25% annually over four years with no vesting occurring until the end of the first year of employment.

Item 5.02Departure of Director or Principal Officers; Election of Directors; Appointment of Principal Officers.

(c)On December 16, 2004, the Company announced the appointment of Ephraim Kwok as the Company’s Senior Vice President and Chief Financial Officer (“CFO”). Mr. Kwok will be responsible for finance and accounting, human resources, investor relations and corporate development. He will replace Rainer N. Growitz, the Company’s interim chief financial officer. Mr. Growitz will resume his prior duties as Vice President of Finance and Corporate Secretary of the Company.

Mr. Kwok, 50, was most recently the CFO of Summit Microelectronics, a privately held analog semiconductor company. From 1998 to 2001 he served as CFO of Elantec Semiconductor, a public company that was acquired by Intersil Inc. At Elantec, Mr. Kwok led a successful follow-on public offering and helped to manage the company through significant growth in its operations and market capitalization. He currently is a member of the board of directors of Infrant Technologies, Inc.  Mr. Kwok received his Masters in Business Administration from the Haas School of Business at U.C. Berkeley and his B.S. from U.C. Davis.

The material terms of Mr. Kwok’s offer letter are described in Item 1.01 above and are incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(c)Exhibits

10.1Employment offer letter, dated as of November 16, 2004, by and between WJ Communications, Inc. and Mr. Ephraim Kwok.

99.1Press Release dated December 16, 2004 regarding Mr. Eprhaim Kwok’s appointment as the Company’s Chief Financial Officer.

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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: December 21, 2004

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Employment offer letter, dated as of November 16, 2004, by and between WJ Communications, Inc. and Mr. Ephraim Kwok.
99.1	Text of Press Release dated December 16, 2004.

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EX-10.1

Exhibit 10.1

401 River Oaks Parkway

San Jose, CA 95134

Nov. 16, 2004

Mr. Ephraim Kwok

Dear Ephraim:

We are pleased to offer you a position with WJ Communications Inc. (the Company) as Senior Vice President and Chief Financial Officer (CFO). Your starting salary will be $200,000, annualized and you will report directly to myself. Your responsibilities will include the financial management, financial processes (including SOX 404) and financial reports of the Company, interaction with the Audit Committee and board of directors on financial matters, supervision of the WJ Finance and Human Resources groups, coordination of work activities with our outside legal firm, Shumaker, Loop, Kendrick, LLP and various other activities and responsibilities that the CEO and Board of Directors may assign to you from time to time. You will also be a member of the Company’s Senior Management Staff and you will directly participate in the weekly, senior management business staff meetings and decision making processes.  Also you will participate in and have annual performance and salary review and your yearly salary may be increased as a result of such reviews but not decreased.

As an additional component of your compensation program, you will be eligible to receive a bonus, calculated and paid quarterly. When earned this bonus is to be paid as soon as practicable after each fiscal quarter, but not later than one hundred twenty (120) days after the end of each such fiscal quarter. In order to determine the amount of such bonus, the Company shall determine appropriate business and financial targets and certain individual objectives for you for each fiscal quarter, and your bonus for each such fiscal quarter shall be based upon the extent to which the Company and you attain such business and financial targets and objectives. Your maximum total annual bonus shall be 50% of your Annual Base Salary. The determination of appropriate business targets with respect to each fiscal quarter shall take place not later than thirty (30) days following the receipt by the Board of Directors of the Company from the Company’s senior management of the Company’s operating budget with respect to such fiscal period.

You will receive an initial WJ Stock Option grant upon your employment of 600,000 options. The vesting will be 25% annually over four years with no vesting occurring until the end of the first year of employment. In the future, you will also be eligible for possible additional option grants based upon the company’s and your individual performance as approved by the WJ board of directors. Also you will be eligible to participate in the WJ Restricted Stock Incentive Program, which rewards exceptional performance with grants of WJ restricted stock.

In addition to your base salary, you will be eligible to participate in our employee benefits program, which includes a 401(k) plan with company matching contributions of up to 3%.  Also, the company’s benefits program includes medical, dental, life and ADD insurance coverage, and Paid Time Off, earned at the rate of 10 days your first year and 15 days per year after one year of service. As part of the senior management team, you will also be eligible for the Executive Medical Reimbursement Program, which supplements the standard health plan available to WJ Communications Employees and provides for payment of up to $5000 per year for yourself and your family.

The Company requests that you complete the enclosed “Employee Agreement” as a condition of employment. In part, this Agreement requests that a departing employee refrain from using or disclosing the Company’s Confidential Information (as defined in the Agreement) in any manner that might be detrimental to or conflict with the business interests of the Company or its employees.  This Agreement does not prevent a former employee from using his or her general knowledge and experience — no matter when or how gained — in any new field or position.

For purposes of federal immigration law, you will be required to provide the Company documentary evidence of your identity and eligibility for employment in the United States.  Such documentation must be provided to us within three business days of your date of hire, or our employment relationship will be terminated.

Please understand that this offer is contingent upon successful passage of a pre-employment drug screening test and background check, which are required by WJ Policy, copies of which are available through our Human Resources Department.

We hope that you and the Company will find mutual satisfaction with your employment.  All of us at WJ Communications are very excited about your joining our team and look forward to a beneficial and fruitful relationship.  Nevertheless, employees have the right to terminate their employment at any time with or without cause or notice, and the Company reserves for itself an equal right.  Nothing in this letter is intended to modify this “at will” employment relationship.

It is our understanding that you will be able to start at WJ no later than Jan. 2, 2005 and this employment offer is contingent on that happening. It may however be advantageous if you could come into the Company for several hours on 1-2 days in mid-late December, 2004 and I would like to discuss this possibility further with you.

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This letter and the “Employee Agreement” contain the entire agreement with respect to your employment and supersede any prior or contemporaneous representations or agreements.  The terms of this offer may only be changed by written agreement by the President/CEO.

We look forward to a positive response to our offer, Ephraim. Please indicate your acceptance by signing and returning a copy (via fax: 408-577-6622) of this letter and a completed “Employment Agreement” to me no later than November 22, 2004.

Very truly yours,

/s/ Michael R. Farese

Michael R. Farese, PhD

President and CEO

AGREED AND ACCEPTED:

/s/ Ephraim Kwok

Ephraim Kwok

November 17, 2004

Date

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EX-99.1

Exhibit 99.1

NEWS

For Release December 16, 2004 at 11:00 a.m. PST:

WJ Communications Appoints Experienced New Chief Financial Officer; Semiconductor Industry Veteran - Ephraim Kwok Joins WJ Management Team

SAN JOSE, Calif.—(BUSINESS WIRE)—Dec. 16, 2004—WJ Communications, Inc. (Nasdaq:WJCI), a leading designer and supplier of high-performance RF semiconductors and multi-chip modules (MCM), today announced the appointment of Ephraim Kwok to the position of Senior Vice President and Chief Financial Officer.

Mr. Kwok has substantial experience as a CFO of both public and private semiconductor companies. Most recently, Mr. Kwok was CFO of Summit Microelectronics, a privately held analog semiconductor company. From 1998 to 2001 he served as CFO of Elantec Semiconductor, a public company that was acquired by Intersil Inc. At Elantec, Mr. Kwok presided over a successful follow-on public offering and helped to manage the Company through significant growth in its operations and market capitalization. Mr. Kwok has also served in the CFO position at Macronix, Inc., Ascent Logic Corporation and KMOS Semiconductor. He currently is a member of the board of directors of Infrant Technologies, Inc. Mr. Kwok received his Masters in Business Administration from the Haas School of Business at U.C. Berkeley and his B.S. from U.C. Davis.

“With his extensive experience as a CFO of leading semiconductor companies, Ephraim is a great addition to the WJ management team,” said Michael Farese, Ph.D., Chief Executive Officer and President of WJ Communications. “His prior success in helping to manage fast growing semiconductor companies was paramount in our decision to hire Ephraim, as we are focused on continuing to build our semiconductor business and fully capitalize on our growth opportunities. His skills in maintaining strong financial and operating discipline in expanding operations will assist WJ in reaching its financial objectives.”

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 an RF

semiconductor company and in the long term, the Company’s ability to utilize its cash effectively, the Company’s ability to successfully integrate acquired operations and achieve performance targets including the ability to maintain or improve gross margins, 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 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.

CONTACT:

WJ Communications

Mike Farese, 408-408-6200

www.wj.com

or

The Blueshirt Group (for WJ Communications)

Chris Danne, 415-217-7722 (Investor Relations)

chris@blueshirtgroup.com

Rakesh Mehta, 415-217-7722 (Investor Relations)

rakesh@blueshirtgroup.com

SOURCE: WJ Communications, Inc.