8-K

UNITED STATES
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): April 30, 2009

ENDWAVE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

000-31635	95-4333817
(Commission File No.)	(IRS Employer Identification No.)
130 Baytech Drive
San Jose, California	95134
(Address of principal executive offices)	(Zip Code)

(408) 522-3100
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On April 30, 2009, Endwave Corporation (“Endwave”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Microsemi Corporation (“Microsemi”), pursuant to which Microsemi purchased Endwave’s defense and security business (the “Business”), including all of the outstanding capital stock of Endwave Defense Systems, Inc. (“EDSI”). As consideration, Microsemi assumed certain liabilities associated exclusively with the Business and paid $28 million in cash. The Purchase Agreement contains standard representations and warranties as to the Business that survive for two years following closing. In connection with the transaction, Endwave entered into an indemnification agreement pursuant to which Endwave agreed to indemnify Microsemi for environmental, product liability and IP infringement claims related to Endwave’s operation of the Business prior to the closing date, as well as for any other excluded liability, and Microsemi agreed to indemnify Endwave for any claim related to the operation of the Business following the closing date and for any other assumed liability, subject in some cases to a customary deductible and limitation on maximum damages.

     Concurrently with the closing of the acquisition, Endwave entered into a transition services agreement and an employee transition services agreement with Microsemi pursuant to which Endwave will provide to Microsemi for a limited period of time certain transitional services, including human resources, information technology and product supply services.

     The foregoing description of the Purchase Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the full copies of the transaction documents, which will be filed as exhibits to Endwave’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.

     A copy of the press release containing Endwave’s announcement of the sale is filed herewith as Exhibit 99.1.

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

     On April 30, 2009, Endwave completed the sale of the Business to Microsemi. The description of such transaction in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.

     In connection with the sale of the Business, Endwave expects to make cash payments of approximately $640,000 related to the payout of accrued vacation to departing employees. Approximately 130 employees will be leaving Endwave and are expected to join Microsemi.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(b)	Pro forma financial information:
	Reference is made to Exhibit 99.2, which is incorporated herein by reference.
(d)	Exhibits:

Exhibit No.	Exhibit Title
99.1	Press Release dated April 30, 2009.
99.2	Unaudited Pro Forma Condensed Consolidated Financial Information as of and for the year ended December 31, 2008.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENDWAVE CORPORATION
Dated: May 6, 2009	By:	/s/ Brett W. Wallace
		Brett W. Wallace
	Title:	Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Exhibit Title
99.1	Press Release dated April 30, 2009.
99.2	Unaudited Pro Forma Condensed Consolidated Financial Information as of and for the year ended December 31, 2008.

EX-99.1

Exhibit 99.1

Microsemi Acquires Defense & Security Business from Endwave Corporation

Combination Extends Next-Generation Defense Electronics Offering to Additional
Markets

IRVINE, Calif., April 30, 2009 — Microsemi Corporation (Nasdaq: MSCC), a leading manufacturer of high performance analog mixed signal integrated circuits and high reliability semiconductors, and Endwave Corporation (Nasdaq: ENWV), a leading provider of high-frequency RF solutions for mobile communications markets, today announced that Microsemi has acquired Endwave’s defense electronics and security (D&S) business.

Microsemi intends to combine Endwave’s high-frequency product portfolio with its own, creating one of the leading high-reliability RF product offerings in the market today and covering the technology spectrum up to 100 GHz. In recent years, Endwave’s D&S group has developed many innovative, state of the art products and has won several contracts to supply these products on major systems projects with many current Microsemi customers such as Boeing, Cobham, L3, Lockheed Martin, Northrop Grumman, and Raytheon. This acquisition will expand opportunities for Microsemi in next-generation, high-growth defense electronics applications such as theater-wide video and voice communications, advanced radar systems, remote sensing and broadband transmission systems. In Homeland Security applications, the D&S group provides technologies for radar fencing, stand-off threat detection systems and advanced personnel screening portals.  Microsemi intends to expand the D&S business into new, related markets such as satellite and space, in which the D&S technology is a natural extension of Microsemi’s ongoing thrust into the marketplace.

Under the terms of the agreement, Microsemi is acquiring the D&S assets for a total equity value of $28 million in cash plus the assumption of specified liabilities. Microsemi expects the acquisition to be accretive immediately. After removing existing corporate overhead and other allocations, Microsemi believes the D&S business will be more profitable. Microsemi is immediately integrating the acquired D&S business into its existing RF operations such that it expects gross and operating margins to conform to its existing target model by the end of this calendar year.

“The combination of Microsemi’s and Endwave’s D&S product portfolios creates a strengthened high-reliability offering for the RF Defense & Security market,” said James J. Peterson, President and Chief Executive Officer of Microsemi Corporation. “Endwave’s industry-leading RF technology and its focus on emerging high-growth defense electronics and security applications makes it an excellent complement to Microsemi’s own product suite. We are delighted to add this incredible suite of technology and outstanding design engineers to our growing family of High-Reliability RF products.”

“Microsemi’s track record of performance, market leadership and a blue-chip customer base enable this industry-class D&S business to fulfill its vision,” said Ed Keible, Endwave’s CEO and President. “We have worked hard to build our D&S business, and we are extremely pleased that an industry leader like Microsemi can take it to the next level.”

About Microsemi

Microsemi Corporation, with corporate headquarters in Irvine, California, is a leading designer, manufacturer and marketer of high performance analog and mixed-signal integrated circuits and high reliability semiconductors. The company’s semiconductors manage and control or regulate power, protect against transient voltage spikes and transmit, receive and amplify signals.

Microsemi’s products include individual components as well as integrated circuit solutions that enhance customer designs by improving performance and reliability, battery optimization, reducing size or protecting circuits. The principal markets the company serves include implanted medical, defense/aerospace and satellite, notebook computers, monitors and LCD TVs, automotive and mobile connectivity applications. More information may be obtained by contacting the company directly or by visiting its website at http://www.microsemi.com.

The Microsemi Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=1233

About Endwave

Endwave Corporation designs, manufactures and markets RF solutions that enable the transmission, reception and processing of high-frequency signals in mobile communications networks. Endwave has 41 issued patents covering its core technologies including semiconductor and proprietary circuit designs. Endwave Corporation is headquartered in San Jose, CA, with operations in Salem, NH; and Chiang Mai, Thailand. Additional information about the company can be accessed from the company’s web site at http://www.endwave.com.

PLEASE READ THE FOLLOWING FACTORS THAT CAN MATERIALLY AFFECT MICROSEMI’S FUTURE RESULTS.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Any statements set forth in this news release that are not entirely historical and factual in nature, including without limitation statements concerning our guidance on Microsemi’s financial results, and the expected operational, technology, synergy, and other benefits of the acquisition, are forward-looking statements. These forward-looking statements are based on our current expectations and are inherently subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. The potential risks and uncertainties include, but are not limited to,

such factors as rapidly changing technology and product obsolescence, potential cost increases, variations in customer order preferences, weakness or competitive pricing environment of the marketplace, uncertain demand for and acceptance of the company’s products, adverse circumstances in any of our end markets, results of in-process or planned development or marketing and promotional campaigns, difficulties foreseeing future demand, potential non-realization of expected orders or non-realization of backlog, product returns, product liability, and other potential unexpected business and economic conditions or adverse changes in current or expected industry conditions, difficulties and costs of protecting patents and other proprietary rights, inventory obsolescence and difficulties regarding customer qualification of products. In addition to these factors and any other factors mentioned elsewhere in this news release, the reader should refer as well to the factors, uncertainties or risks identified in the company’s most recent Form 10-K and all subsequent Form 10-Q reports filed by Microsemi with the SEC. Additional risk factors may be identified from time to time in Microsemi’s future filings. The forward-looking statements included in this release speak only as of the date hereof, and Microsemi does not undertake any obligation to update these forward-looking statements to reflect subsequent events or circumstances.

Microsemi Contacts:
Microsemi Corporation
Financial Contact:
John W. Hohener, Vice President and CFO
(949) 221-7100
Investor Relations:
Robert C. Adams, Vice President Business Development
(949) 221-7100

Endwave Contact:
Mary McGowan
Summit IR Group Inc.
(408) 404-5401
mary@summitirgroup.com

EX-99.2

Exhibit 99.2

ENDWAVE CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

          On April 30, 2009, Endwave Corporation (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Microsemi Corporation (“Microsemi”), pursuant to which Microsemi purchased Endwave’s defense and security business (the “Business”), including all of the outstanding capital stock of Endwave Defense Systems, Inc. (“EDSI”). As consideration, Microsemi assumed certain liabilities associated exclusively with the Business and paid $28 million in cash.

          The unaudited pro forma condensed consolidated balance sheet information gives effect to the sale of the Business as if the sale of the assets and liabilities of the Business occurred on December 31, 2008 and is based upon the historical balance sheet data of the Company and its subsidiaries as of December 31, 2008. The unaudited pro forma condensed consolidated statement of operations information gives effect to the sale of the Business as if the sale of the assets and liabilities of the Business occurred on January 1, 2008 and is based upon the historical statement of operations data of the Company and its subsidiaries for the year ended December 31, 2008.

          The unaudited pro forma condensed financial information presented herein is shown for illustrative purposes only and is not necessarily indicative of the results that might have been achieved by the Company if the sale had been consummated as of the indicated dates, nor is it necessarily indicative of future operating results or financial position of the Company. The unaudited pro forma condensed consolidated financial information is based on and should be read in conjunction with the historical audited consolidated financial statements of the Company as of and for the year ended December 31, 2008, together with the related notes thereto, which were filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

          The unaudited pro forma condensed consolidated financial statements have been prepared by the Company based upon available information and certain assumptions that management believes are reasonable in the circumstances.

ENDWAVE CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     1. Basis of Presentation

          Effective April 30, 2009, Endwave Corporation (the “Company”) sold certain assets and liabilities relating to its defense and security business (the “Business”) for a purchase price of $28 million. The assets included the accounts receivable, inventory, fixed assets and other assets, customer agreements and employees related to the operation of the Business and the liabilities included accounts payable, warranty obligations and other liabilities. Based on their current net book value, the disposition of these assets resulted in a gain of approximately $18.2 million.

     2. Pro Forma Adjustments

(A)	To reflect the cash received from the sale of the Business and the sale of the assets and liabilities of the Business, as if the transaction had occurred December 31, 2008.
(B)	To reflect the elimination of the revenues, costs and expenses relating to the Business, as if the transaction had occurred on January 1, 2008. The statement of operations does not include the gain on disposal or the costs related to the transaction.

ENDWAVE CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2008
(In thousands)

	Historical						Pro Forma
	Endwave			Pro Forma			Endwave
	Corporation			Adjustments			Corporation
ASSETS
Current assets:
Cash and cash equivalents	$	33,998		$	26,268	(A)	$	60,266
Short-term investments		11,350					$	11,350
Accounts receivable, net		4,762			(2,215	)(A)	$	2,547
Inventories		14,454			(5,024	)(A)	$	9,430
Other current assets		738			(63	)(A)		675
Total current assets		65,302			18,966			84,268
Property, plant and equipment		4,220			(2,084	)(A)	$	2,136
Other assets, net		218			(62	)(A)	$	156
Restricted cash		600			—			600
Total assets	$	70,340		$	16,820		$	87,160
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,263		$	(1,224	)(A)	$	1,039
Accrued warranty		2,439			(646	)(A)	$	1,793
Accrued compensation		2,811					$	2,811
Other current liabilities		713			(139	)(A)		574
Total current liabilities		8,226			(2,009	)		6,217
Other long-term liabilities		73			(18	)(A)		55
Total liabilities		8,299			(2,027	)		6,272
Stockholders’ equity:
Common stock		9					$	9
Additional paid-in capital		349,855					$	349,855
Accumulated other comprehensive loss		42					$	42
Accumulated deficit		(287,865	)		18,847	(A)		(269,018	)
Total stockholders’ equity		62,041			18,847			80,888
Total liabilities and stockholders’ equity	$	70,340		$	16,820		$	87,160

ENDWAVE CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
(In thousands, except per share amounts)

	Historical						Pro Forma
	Endwave			Pro Forma			Endwave
	Corporation			Adjustments			Corporation
Revenues:
Product revenues	$	57,559		$	(18,964	)(B)	$	38,595
Development fees		696			(638	)(B)		58
Total revenues		58,255			(19,602	)		38,653
Costs and expenses:
Cost of product revenues		41,495			(16,090	)(B)		25,405
Cost of product revenues, amortization of intangible assets		596			—			596
Research and development		11,878			(4,845	)(B)		7,033
Selling, general and administrative		13,474			(3,558	)(B)		9,916
Amortization of intangible assets		716			—			716
Impairment of goodwill and intangible assets		6,161			—			6,161
Total costs and expenses		74,320			(24,493	)		49,827
Loss from operations		(16,065	)		4,891			(11,174	)
Interest and other income, net		1,248			—			1,248
Loss before income tax benefit		(14,817	)		4,891			(9,926	)
Income tax benefit		(66	)		—			(66	)
Net loss	$	(14,751	)	$	4,891		$	(9,860	)
Basic and diluted net loss per share	$	(1.60	)				$	(1.07	)
Shares used in computing per share amounts		9,211						9,211