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):  May 9, 2006

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 May 9, 2006, WJ Communications, Inc. (the “Company”) issued a press release related to its financial results for the quarterly period ended April 2, 2006. 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.

(d)	Exhibits
	99.1	Press Release dated May 9, 2006 announcing the Company’s financial results for the quarterly period ended April 2, 2006.

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: May 9, 2006

2

EXHIBIT INDEX

Exhibit Number	Description
99.1	Text of Press Release dated May 9, 2006 (furnished pursuant to Item 2.02).

3

EX-99.1

Exhibit 99.1

NEWS

For Release May 9, 2006 at 1:05 p.m. PST:

WJ Communications Announces First Quarter Results

First Quarter Revenue Up 59% Year -Over -Year

May 9, 2006 - 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 first quarter ended April 2, 2006.

Revenue for the first quarter of 2006 was $12.3 million up 59% from the $7.8 million in the same period last year and the loss per share for the first quarter was $0.04 compared to a loss of $0.12 per share in the same period last year. Revenue for the quarter exceeded the Company’s earlier guidance of $11.5 to $12.0 million. The Company adopted the Statement of Financial Accounting Standards 123R, Share Based Payments, in the first quarter of 2006 which resulted in charges of $282,000.

The first quarter 2006 net loss included several non-recurring items which included charges for a previously disclosed audit committee special project of approximately $700,000, an asset impairment charge of $630,000 related to an intangible trademark asset, and a benefit from a revision to our estimated tax liability of $1.3 million. The net loss in the first quarter of 2005 included an acquired in-process research and development charge of $3.4 million.

Cash, cash equivalents and short term investments were $28.3 million with no outstanding debt.

“We were pleased with our first quarter revenue which was significantly above our guidance given in early March,” said Bruce Diamond, the Chief Executive Officer and President of WJ Communications. “Our strong performance was driven by continued growth in our wireless infrastructure business from our large telecom equipment OEM customers, in support of 3G network build outs. We also saw broad based strength in Asia with solid demand in Korea driven by the repeater market.”

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

“Our work with GCS, our external foundry vendor, is progressing on plan as we develop the most optimal manufacturing structure for WJ and our customers,” continued Mr. Diamond. “Design win activity remained strong and we are continuing our focus to introduce 10 new products by mid-year.”

WJ Communications will host a conference call to discuss its quarterly results and future guidance today at 5:00 p.m. ET. A live webcast of the conference call will also be accessible from the “Investor Relations” section of the WJ Communications website (www.wj.com). Following the live webcast, an archived version will be available on the WJ Communications website.

About WJ Communications

WJ Communications, Inc. is a leading provider of radio frequency (RF) solutions serving multiple markets targeting wireless communications, RF identification (RFID), and broadband cable. 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 and other statements by the Company in its announced conference call contain 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, our success in developing a more optimal manufacturing structure for WJ and our customers, our ability to introduce 10 new products by mid-year, actual business trends, gross margin, operating expenses, revenues and the cash balance for the second quarter of 2006, the risk factors contained in the Company’s Form 10-K for year ended 2005, the risks to be set forth in the above described webcast 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:
Greg Miller	or	Chris Danne, Rakesh Mehta
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
	April 2, 2006			April 3, 2005
Sales:
Core business (1)	$	12,309		$	7,514
Legacy (2)	32			260
Total sales	12,341			7,774
Cost of goods sold	6,020			4,348
Gross profit	6,321			3,426
Operating expenses:
Research & development	5,099			4,743
Selling & administrative	5,199			3,189
Acquired in-process research & development	—			3,400
Total operating expenses	10,298			11,332
Loss from operations	(3,977		)	(7,906		)
Interest income, net	262			217
Other income, net	3			5
Loss before income taxes	(3,712		)	(7,684		)
Income tax benefit	(1,289		)	—
Net loss	$	(2,423	)	$	(7,684	)
Basic and diluted net loss per share	$	(0.04	)	$	(0.12	)
Basic and diluted weighted average shares	65,707			63,027

(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)

	April 2, 2006 (1)		December 31, 2005 (2)
ASSETS
Cash and cash equivalents	$	16,791	$	14,169
Short-term investments	11,506		16,052
Accounts receivable, net	7,219		7,135
Inventory	4,140		4,826
Other current assets	1,907		2,632
Total current assets	41,563		44,814
Property, plant and equipment	8,244		7,919
Goodwill	6,834		6,806
Intangible assets, net	1,162		1,884
Other assets	221		221
Total assets	$	58,024	$	61,644
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	15,158	$	16,452
Long-term obligations	13,726		14,075
Stockholders’ equity	29,140		31,117
Total liabilities and stockholders’ equity	$	58,024	$	61,644

(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, 2005.