8-K 1 a05-15864_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): August 31, 2005

 

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

 

On August 31, 2005, WJ Communications, Inc. (“the Company”) issued a press release announcing the transition of its Chief Financial Officer position.  Ephraim Kwok has resigned from the Company to join a privately-held technology company and Rainer N. Growitz, the Company’s Vice President Finance and Secretary, was named interim Chief Financial Officer while the Company conducts a search for a replacement.  A description of Mr. Growitz’s background is contained in Item 10 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2005 which is incorporated by reference.  The material terms of his employment agreement with the Company dated January 31, 2000 are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2001 and a copy of the employment agreement was filed as Exhibit 10.6 to the Company’s Form S-1/A filed with the Securities and Exchange Commission on July 12, 2000, which are incorporated by reference.  The press release is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference.

 

Item 7.01               Regulation FD Disclosure.

 

The Company’s press release announcing the events described in Item 5.02 of this Form 8-K attached as Exhibit 99.1 is incorporated by reference to this Item 7.01.

 

Item 9.01               Financial Statements and Exhibits.

 

(c)           Exhibits

 

99.1         Press Release dated August 31, 2005 announcing the transition of the Company’s Chief Financial Officer position.

 

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:  August 31, 2005

 

 

 

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EXHIBIT INDEX

 

Exhibit Number

 

Description

99.1

 

Text of Press Release dated August 31, 2005.

 

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