-----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, ESmfEvcdZJssik7nXCLXx8xYTeDtRDxD+h1mLALQvdDmPje37SNM75v7LAOmkxM1 3lrlyq3da2+BFN9xe9sZUA== 0001179110-03-011560.txt : 20031201 0001179110-03-011560.hdr.sgml : 20031201 20031201173348 ACCESSION NUMBER: 0001179110-03-011560 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030715 FILED AS OF DATE: 20031201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THORN WRAY T CENTRAL INDEX KEY: 0001183805 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-31337 FILM NUMBER: 031030797 BUSINESS ADDRESS: STREET 1: 950 TOWER LANE STREET 2: SUITE 1150 CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 6502352075 ISSUER: 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 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 4/A 1 edgar.xml FORM 4/A - X0201 4/A 2003-07-15 2003-07-16 0 0000105006 WJ COMMUNICATIONS INC WJCI 0001183805 THORN WRAY T 950 TOWER LANE, SUITE 1150 FOSTER CITY CA 94404 1 0 0 0 Common Stock 2003-07-15 4 A 0 9803 1.02 A 59836 D Common Stock 37021274 I See FN Stock Option (right to buy) 0.85 2003-07-15 4 A 0 10000 0 A 2004-07-15 2013-07-15 Common Stock 10000 10000 D The Reporting Person was awarded direct ownership of these shares in accordance with the WJ Communications, Inc. 2000 Non-Employee Director Stock Compensation Plan, receipt of which has been deferred by the Reporting Person. The Reporting Person is a Member of Fox Paine Capital, LLC ('Capital LLC') and a director of Fox Paine & Co., LLC ('Company LLC'). Capital LLC is (i) the General Partner of Fox Paine Capital Fund, LP and FPC Investors, LP (collectively, the 'LP's'), each of which is a direct owner of respectively, 35,080,129 and 520,524 shares of common stock of the Issuer, and (ii) the manager of WJ Coinvestment Fund II, LLC, WJ Coinvestment Fund III, LLC and WJ Coinvestment Fund IV, LLC, which directly own 873,510, 1,276,594, 364,741 and 182,370 shares, respectively. Company LLC is the manager of the LP's. On 4/23/2001, WJ Coinvestment Fund II, LLC transferred 1,276,594 shares to certain individuals in which the Reporting Person has no direct or pecuniary interest. As a result, Capital LLC and Company LLC may in the aggregate be deemed to own beneficially and indirectly 37,021,274 shares. The Reporting Person disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein. This option is exercisable in four equal installments beginning on July 15, 2004. /s/Joan M. Coffman by Power of Attorney 2003-12-01 EX-24..TXT 3 poa-thorn.txt POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that the undersigned hereby authorizes Rainer Growitz and Joan Coffman of WJ Communications Inc. (the "Company"), singularly, to execute for and on behalf of the undersigned, in the undersigned's capacity as a Director or Officer of the Company, Forms 3, 4 and 5, and any amendments thereto, and cause such form(s) to be filed with the United States Securities and Exchange Commission pursuant to Section 16(a) of the Securities Act of 1934, relating to the undersigned's beneficial ownership of securities in the Company. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of, and transactions in, securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 30th day of August, 2002. /s/ Wray T. Thorn -----END PRIVACY-ENHANCED MESSAGE-----