-----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, NZaqISwHa9CaFyiih9EQMQIgyLBessld653vAjrunDc5Oz3+KVB8GPQ77tc3QceL QrcitcMqqLynY6HAKlFljw== 0001179110-04-015133.txt : 20040722 0001179110-04-015133.hdr.sgml : 20040722 20040722170256 ACCESSION NUMBER: 0001179110-04-015133 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040721 FILED AS OF DATE: 20040722 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Levin Jack G CENTRAL INDEX KEY: 0001296840 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31337 FILM NUMBER: 04927033 BUSINESS ADDRESS: BUSINESS PHONE: 650-235-2044 MAIL ADDRESS: STREET 1: FOX PAINE & CO. STREET 2: 950 TOWER LANE, SUITE 1150 CITY: FOSTER CITY STATE: CA ZIP: 94404 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 3 1 edgar.xml FORM 3 - X0202 3 2004-07-21 0 0000105006 WJ COMMUNICATIONS INC WJCI 0001296840 Levin Jack G 950 TOWER LANE FOSTER CITY CA 94404 1 0 0 0 Common Stock, $0.01 Par Value 25492044 I See FN 1 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 "LPs"), each of which is a direct owner of, respectively, 24,155,413 and 358,422 shares of common stock of the Issuer, and (ii) the manager of WJ Coinvestment Fund I, LLC, WJ Coinvestment Fund II, LLC, WJ Coinvestment Fund III, LC and WJ Coinvestment Fund IV, LLC, which directly own 601,478, 251,155 and 125,576 shares, respectively. Company LLC is the manager of the LPs. 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 25,492,044 shares. /s/ Rainer N. Growitz by Power of Attorney 2004-07-22 EX-24 2 poa-levin.txt 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 21st day of July, 2004. /s/Jack G. Levin -----END PRIVACY-ENHANCED MESSAGE-----