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): October 27, 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	(I.R.S. Employer
incorporation or organization)	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:

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

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

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

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

Item 2.02Results of Operations and Financial Condition.

                On October 27, 2005, WJ Communications, Inc. (the “Company”) issued a press release related to its financial results for the quarterly period ended October 2, 2005. A copy of the Company’s Press Release and the financial statements which were included in the Press Release, is attached hereto as Exhibit 99.1 and is being furnished under Item 2.02 of this Report on Form 8-K. The information furnished shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated by reference into any filing thereunder or under the Securities Act of 1933 unless expressly set forth by specific reference in such filing.

Item 9.01               Financial Statements and Exhibits.

(c)           Exhibits

99.1Press Release dated October 27, 2005 announcing the Company’s financial results for the quarterly period ended October 2, 2005.

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:  October 27, 2005

2

EXHIBIT INDEX

Exhibit Number	Description
99.1	Text of Press Release dated October 27, 2005 (furnished pursuant to Item 2.02).

3

EX-99.1

Exhibit 99.1

NEWS

For Release October 27, 2005 at 1:05 p.m. PST:

WJ Communications Announces Third Quarter Results

October 27, 2005 - San Jose, CA - WJ Communications, Inc. (NASDAQ: WJCI), a leading designer and supplier of RF solutions for the wireless infrastructure and RFID reader markets, today announced results for its third quarter ended October 2, 2005.

Revenue for the third quarter of 2005 was $8.1 million, above the previously given third quarter guidance range of $7.6 to $8.0 million.  Revenue for the third quarter was derived primarily from the Company’s core business consisting of semiconductor components, multi-chip modules and RFID reader modules.  This compares to revenue of $8.9 million in the same period last year, consisting of $8.4 million from the core business and $0.5 million from the legacy wireless assembly business.

The Company reported a net loss of $3.4 million for the third quarter of 2005 or $0.05 per common share.  This includes a charge of $0.4 million related to employee separation and a $0.1 million dollar benefit related to the revision of our estimated tax liability.  This compares to net income of $1.2 million or $0.02 per common share in the year ago period which included a benefit of $3.4 million from the reversal of a remaining restructuring accrual and a tax benefit of $1.1 million from a revision of the estimated tax liability related to previous years’ audits.

As of October 2, 2005, the Company had cash, cash equivalents and short-term investments of $32.8 million with no long-term debt outstanding.

“We were pleased with our third quarter revenue performance which was above our previously stated guidance,” said Bruce Diamond, the new Chief Executive Officer and President of WJ Communications.  “We saw sequential improvements in our wireless infrastructure business with strength coming from our

401 River Oaks Parkway, San Jose, CA 95134     Phone:  800-WJ1-4401     Fax:  408-577-6621

overseas markets particularly in Korea.  We have focused our RFID efforts on partnering with leading systems integrators which we believe positions us well to capitalize on future growth in this market.”

“Our third quarter gross margins of 53% were higher than expected due to product mix and higher than expected sales,” added Rainer Growitz, Interim Chief Financial Officer of WJ Communications. “Looking forward, we see growth in our business and expect sequential revenue increases from both wireless infrastructure and RFID.  These factors lead us to give a revenue guidance range at this time of $8.5 million to $8.9 million for the fourth quarter of 2005.”

About WJ Communications

WJ Communications, Inc. is a leading provider of radio frequency (RF) solutions serving multiple markets targeting wireless communications, RF identification (RFID), broadband cable, and defense and homeland security. WJ addresses the RF challenges in these multiple markets with its highly reliable amplifiers, mixers, RF integrated circuits (RFICs), RFID reader modules, chipsets, and multi-chip (MCM) modules. 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 actual success of deploying 3G in 2005, the actual future success in building relationships with major OEMs from RFID business in 2005, our actual future performance in wireless infrastructure for 2005, actual revenue performance in the fourth quarter of 2005, the risk factors contained in the Company’s Form 10-K for year ended 2004 and such other factors as described from time to time in the Company’s filings with the Securities & Exchange Commission which are available on the SEC website at www.sec.gov.  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.

# # #

WJ Communications:		Investor Relations Contacts:
Rainer Growitz	or	Chris Danne, Rakesh Mehta
Interim Chief Financial Officer		The Blueshirt Group for WJ Communications
408-577-6200		415-217-7722
www.wj.com		chris@blueshirtgroup.com
		rakesh@blueshirtgroup.com

WJ Communications Inc. and Subsidiaries

Unaudited Consolidated Statements of Operations

(in thousands, except per share amounts)

	Three Months Ended						Nine Months Ended
	October 2, 2005			September 26, 2004			October 2, 2005			September 26, 2004
Sales
Corebusiness (1)	$	8,044		$	8,379		$	19,548		$	22,122
Legacy (2)	50			550			343			2,293
Total sales	8,094			8,929			19,891			24,415
Cost of goods sold	3,774			4,536			10,992			11,039
Gross profit	4,320			4,393			8,899			13,376
Operating expenses:
Research & development	4,451			4,354			13,591			12,588
Selling & administrative	3,632			3,523			11,644			9,326
Acquired in-process research & development	—			—			3,400			8,500
Restructuring reversals	—			(3,416		)	—			(3,845		)
Total operating expenses	8,083			4,461			28,635			26,569
Loss from operations	(3,763		)	(68		)	(19,736		)	(13,193		)
Interest income, net	243			147			696			414
Other income, net	3			—			11			—
Income (loss) before income taxes	(3,517		)	79			(19,029		)	(12,779		)
Income tax benefit	(123		)	(1,133		)	(123		)	(7,674		)
Net income (loss)	$	(3,394	)	$	1,212		$	(18,906	)	$	(5,105	)
Basic net income (loss) per share	$	(0.05	)	$	0.02		$	(0.30	)	$	(0.08	)
Diluted net income (loss) per share	$	(0.05	)	$	0.02		$	(0.30	)	$	(0.08	)
Basic weighted average shares	64,516			60,908			63,860			60,195
Diluted weighted average shares	64,516			65,913			63,860			60,195

(1)Core business sales includes sales of our semiconductor components, multi-chip modules and RFID reader modules.

(2)Legacy sales includes sales of our wireless and fiber optic products.

WJ Communications Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands)

	October 2, 2005 (1)		December 31, 2004 (2)
ASSETS
Cash and cash equivalents	$	19,623	$		24,392
Short-term investments	13,176		18,732
Accounts receivable, net	5,494		6,841
Inventory	5,260		5,148
Other current assets	2,128		3,183
Total current assets	45,681		58,296
Property, plant and equipment	7,668		9,679
Goodwill	6,881		1,368
Intangible assets, net	1,974		180
Other assets	210		210
Total assets	$	62,414	$		69,733
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	15,227	$		11,572
Long-term obligations	14,860		16,864
Stockholders’ equity	32,327		41,297
Total liabilities and stockholders’ equity	$	62,414	$	69,733

(1)Unaudited

(2)Derived from the Company’s audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2004.