425

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): February 24, 2011

GigOptix, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	333-153362	26-2439072
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2300 Geng Road, Suite 250, Palo Alto, CA	94303
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 424-1937

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:

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

The following information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On February 24, 2011, GigOptix, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended and year ended December 31, 2010. The full text of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01. Financial Statements and Exhibits.

On February 24, 2011, an updated PowerPoint presentation has been posted on GigOptix’s website to include updated financial numbers to the original PowerPoint presentation posted on February 7, 2011 that detailed the rationale, motivation and prospects of the merger of GigOptix and Endwave. A copy of the updated PowerPoint presentation is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press release dated February 24, 2011.
99.2	PowerPoint presentation posted on February 24, 2011.

Important Additional Information

This communication shall not constitute an offer of any securities for sale. In connection with the proposed merger of GigOptix and Endwave, GigOptix will file with the Securities and Exchange Commission a Registration Statement on Form S-4 that will include a proxy statement of Endwave and a prospectus of GigOptix. The definitive proxy statement/prospectus will be mailed to stockholders of Endwave. GigOptix and Endwave urge investors and security holders to read the proxy statement/prospectus regarding the proposed transaction when it becomes available because it will contain important information about the proposed transaction. You may obtain a free copy of the proxy statement/prospectus (when available) and other related documents filed by GigOptix and Endwave with the SEC at the SEC’s web site at www.sec.gov. The proxy statement/prospectus (when it is available) and other documents filed by GigOptix or Endwave with the SEC relating to the proposed transaction may also be obtained for free by accessing GigOptix’s web site at www.gigoptix.com by clicking on the link for “Investor”, then clicking on the link for “SEC Filings”, or by accessing Endwave’s web site at www.endwave.com and clicking on the “Company” link and then clicking on the link for “SEC Filings” underneath the heading “Investor Relations”.

Participants in the Merger

GigOptix, Endwave and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from Endwave stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of Endwave stockholders in connection with the proposed transaction, including the interests of such participants in the proposed transaction, will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find information about GigOptix’s executive officers and directors in GigOptix’s definitive proxy statement filed with the SEC on October 28, 2010. You can find information about Endwave’s executive officers and directors in Endwave’s definitive proxy statement filed with the SEC on June 11, 2010. You can obtain free copies of these documents from the sources indicated above. You may obtain additional information regarding the direct and indirect interests of GigOptix, Endwave and their respective executive officers and directors in the merger by reading the proxy statement/prospectus regarding the merger when it becomes available.

Signature

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

	GIGOPTIX, INC.
By:	/s/    DR. AVI KATZ
	Dr. Avi Katz
	Chief Executive Officer

Date: February 24, 2011

EX-99.1

Exhibit 99.1

Filed by GigOptix, Inc.

Pursuant to Rule 425 Under the Securities Act of 1933

and Deemed Filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Endwave Corporation

Commission File: 000-31635

GigOptix Announces Record Fourth Quarter and 2010 Financial Results

Annual Revenue Increases 80% over 2009; Achieves Positive Adjusted EBITDA of $1.9 Million

PALO ALTO, CA (February 24, 2011) GigOptix, Inc. (OTCBB: GGOX), a leading supplier of high performance electronic and electro-optic components that enable next generation 40G and 100G optical networks, today announced its financial results for the fourth quarter and full year ended December 31, 2010.

Fourth Quarter and 2010 Financial Highlights:

• Reported record annual revenue of $26.9 million, an increase of 81.3 percent over $14.8 million for 2009;

• Reported fourth quarter revenue of $8.1 million, an increase of 12.1 percent over the prior quarter and an increase of 158 percent over the fourth quarter of 2009;

• Reported annual non-GAAP net loss of $0.5 million, compared to $6.8 million for 2009; and reported an annual GAAP loss of $4.4 million, compared to net loss of $10.0 million for 2009;

• Achieved fourth quarter non-GAAP profitability of $0.6 million, compared to net loss of $5.2 million for 2009; and reported a fourth quarter GAAP net loss of $0.4 million, compared to $7.2 million for 2009;

• Achieved positive annual Adjusted EBITDA of $1.9 million, compared to a negative $6.3 million in 2009;

• Achieved positive Adjusted EBITDA for the fourth quarter of $1.2 million, representing 15 percent of revenue, compared to a loss of $5.7 million for the fourth quarter of 2009;

• Increased GAAP gross margin to 53% in 2010 from 45% in 2009 while increasing inventory turns to 7.2 in 2010 from 4.1 in 2009;

• Reduced annual GAAP loss per share from ($1.75) in 2009 to ($0.41) in 2010 and reduced annual non-GAAP net loss per share from ($1.19) in 2009 to ($0.05) in 2010; and

• Reduced fourth quarter GAAP loss per share from ($0.98) in 2009 to ($0.03) in 2010 and achieved quarterly non-GAAP earnings of $0.05 in 2010 compared a net loss per share of ($0.70) during the same period of 2009.

Fourth Quarter and 2010 Product Highlights:

• Became first company to introduce Bundled Solutions for 40G and 100G applications;

• Transferred Thin Film Polymer on Silicon (TFPS™) modulator production to contract manufacturing partner Sanmina-SCI in China and delivered industry’s first production TFPS modulator samples to Tier 1 customers in preparation for volume production ramping in 2011;

• Launched new portfolio of ultra low power SMART ROSA^TM and SMART TOSA^TM to address short reach Datacom applications;

• Achieved full production of 10G, 40G and 100G Transimpedance Amplifiers (TIA); and

• Expanded 100G DWDM portfolio to include single channel, dual channel and quad channel 8Vpp Mach-Zehnder Modulator (MZM) drivers as well as single and dual channel 32Gb/s balanced linear TIAs.

Management Commentary

Dr. Avi Katz, Chairman of the Board and Chief Executive Officer of GigOptix, commented, “I am very pleased to report the achievement of record revenue for both the fourth quarter of 2010 and 2010 as a whole. We recorded a 12.1 percent sequential increase in revenue, which exceeded our expectation of 7 to 10 percent, and represented our fifth consecutive quarter of double digit revenue growth. Revenue in 2010 grew 81 percent from 2009 as we continued to gain market share, benefitting from the most comprehensive portfolio of electronic devices for fiber optic high speed communications available in the market today. We also significantly improved our Adjusted EBITDA for 2010 from negative $6.3 million recorded in 2009 to a positive $1.9 million in 2010 driven by both revenue growth and gross margin improvement.

“In addition to our strong financial performance, we achieved several key product milestones during the year, while we continued to strengthen our leadership position as the industry’s only pure play semiconductor provider of optical products focused on enabling 40G and 100G networking systems. In line with our stated strategy of providing Bundled Solutions to customers to reduce their R&D costs and simplify their supply chain, we became the first company to offer a complete and cohesive solution set for their 40G and 100G DWDM electro-optical requirements consisting of driver, modulator and TIA. Also during 2010, we were pleased to announce the availability of production samples of the industry’s first TFPS optical modulator produced at our contact manufacturing partner, Sanmina-SCI. These modulators address the need by network operators for faster, smaller and lower power solutions to handle their bandwidth demands. Moreover, we partnered with Innovative Micro Technology, Inc. (IMT) as our optical chip fabrication partner to support our future high volume production requirements. Having greatly expanded our portfolio throughout 2010, we now offer the broadest portfolio of industry proven 100G solutions. We also have an extensive roadmap for 100G solutions that are currently in development that will enable smaller and lower power products. I believe we are well positioned in the 40G and 100G markets to drive future revenue growth as we continue to secure new design wins and increase the adoption of our solutions by additional Tier-1 customers.

“GigOptix’s corporate foundation is established on the principles of innovation and execution driving financial growth. Strategic mergers and acquisitions have been a key component of our master growth plan. Our recent announcement to merge with Endwave Corporation, an acknowledged leader in high frequency RF solutions and semiconductor products for high speed wireless mobile backhaul communications, is representative of these key principles. Both companies share a number of clear and unique synergies including complementary technologies, similar product architectures, as well as common customers and markets that are demanding increasingly more bandwidth. Combining Endwave’s extensive point-to-point microwave radio system knowledge and Monolithic Microwave IC (MMIC) product portfolio with GigOptix’s portfolio of optical modulators and broadband amplifiers positions us to not only expand these market opportunities, but also enables us to increase our penetration of the existing customer bases and market segments. We will be able to offer solutions to both the high speed optical and microwave RF front ends. Moreover, with these expanded capabilities, the combined company will be able to leverage Endwave’s manufacturing and GigOptix’s high speed fiber optic front end technology to provide cutting-edge solutions for next generation 100G and 400G drivers and electro-optic sub-systems. We are very excited about this transaction and look forward to rapidly integrating our operations once the transaction closes, which we anticipate will be in the second quarter of 2011.”

Dr. Katz concluded, “In summary, over the past year we have consistently increased revenue each quarter, improved gross margin, achieved positive Adjusted EBITDA and significantly strengthened our balance sheet to improve our overall financial position. We have established our company as a recognized innovation and technology leader in the high speed, high growth 40G and 100G optical components market. Looking forward, we expect to strengthen our portfolio, enabling us to capitalize on more market opportunities as a result of the merger with Endwave. We remain committed to continuously innovate and solidly execute on our go-to-market strategies while accelerating our revenue growth. We will maintain focus on our successful strategy of being the leading industry provider of high speed fiber optic and mobile wireless communications solutions across all applications, all speeds, and all distances from Short Reach to Ultra Long Haul.

“Finally, as we stated previously, we continue to invest our best efforts to be listed on a national securities exchange, and since the announcement of the transaction with Endwave, we have been in close contact with the management of the major exchanges. Our June 2010 conditional approval for NYSE Amex listing expired on December 31, 2010. However, we are actively working on renewal of such position, and we hope to receive it subject to completion of the transaction so we may be able to commence trading concurrent with the closing of the acquisition, which is expected to occur during the second quarter of 2011, as disclosed previously.”

Fiscal 2010

Revenue for the year ended December 31, 2010 was $26.9 million, an increase of $12.1 million, or 81.3 percent, compared to $14.8 million in fiscal year 2009. Revenue in 2009 was reduced by a $1.3 million government contract billing rate adjustment.

Gross profit on a GAAP basis for the fiscal year 2010 was $14.3 million, compared to gross profit of $6.7 million for 2009. GAAP gross margin for the year increased to 53 percent, compared to 45 percent for 2009. Non-GAAP gross profit was $14.8 million, an increase of approximately 196 percent, compared to $7.6 million in 2009. Non-GAAP gross margin was 55 percent, compared to 51 percent last year.

Total operating expenses on a GAAP basis for 2010 were $17.9 million, compared to $17.1 million for fiscal year 2009. Total operating expenses for the year included $1.8 million of stock-based compensation expense.

GAAP net loss for 2010 was $4.4 million, or ($0.41) per share, on approximately 10.7 million shares. This compares to a net loss of $10.0 million, or ($1.75) per share, on approximately 5.7 million shares for fiscal year 2009. The non-GAAP net loss for 2010 was $0.5 million, or $0.05 per share based on 10.7 million shares, compared to a non-GAAP net loss of $6.8 million, or ($1.19) per share for 2009, excluding the impact of the government contract rate adjustment. A reconciliation of GAAP results to non-GAAP results is provided in the financial statement tables following the text of this press release.

Adjusted EBITDA for the fiscal year 2010 was income of $1.9 million, compared to a loss of $6.3 million for 2009. For a reconciliation of GAAP results to Adjusted EBITDA, please see table below.

Fourth Quarter Results

Revenue for the fourth quarter of 2010 was $8.1 million, an increase of 158 percent over the $3.1 million in the fourth quarter of 2009 and a 12.1 percent increase over the $7.2 million in the third quarter of 2010.

Gross profit on a GAAP basis for the fourth quarter of 2010 was $4.4 million, compared to a gross loss of $0.1 million for the same period in 2009 and an increase of 16.3 percent compared to $3.8 million in the third quarter of 2010. GAAP gross margin for the period was 55 percent, compared to a negative 4 percent during the fourth quarter of 2009 and 53 percent for the third quarter of 2010. Non-GAAP gross profit was $4.5 million, a 10X increase compared to $0.4 million in the fourth quarter of 2009 and an increase of 14.0 percent compared to $4.0 million in the third quarter of 2010. Non-GAAP gross margin was 56 percent during the fourth quarter of 2010, compared to 12 percent for the same period last year and 55 percent for the third quarter of 2010.

Total operating expenses on a GAAP basis for the fourth quarter of 2010 were $4.5 million, compared with $7.0 million for the fourth quarter of 2009 and $4.1 million for the third quarter of 2010. The 36 percent year-over-year decrease in operating expenses was due to cost efficiencies resulting from the completed integration of ChipX, which was acquired by GigOptix in late 2009. Fourth quarter 2010 operating expenses included $0.6 million of stock-based compensation expense.

GAAP net loss for the fourth quarter of 2010 was $0.4 million, or ($0.03) per share, on approximately 12.2 million shares. This compares to a net loss of $7.2 million, or ($0.98) per share, on approximately 7.4 million shares for the fourth quarter of 2009 and a net loss of $0.4 million, or ($0.03) per share, on approximately 12.0 million shares for the third quarter of 2010. The non-GAAP net income for the fourth quarter of 2010 was $0.6 million, or $0.05 per share, based on 12.2 million shares, compared to a non-GAAP net loss of $5.2 million for the same period in 2009 and a non-GAAP net income of $0.3 million for the third quarter of 2010. A reconciliation of GAAP results to non-GAAP results is provided in the financial statement tables following the text of this press release.

Adjusted EBITDA for the fourth quarter of 2010 was income of $1.2 million, compared to a loss of $5.7 million for the fourth quarter of 2009 and income of $0.9 million for the third quarter of 2010. For a reconciliation of GAAP results to Adjusted EBITDA, please see table below.

As of December 31, 2010, GigOptix had approximately $4.5 million in cash and investments, compared to $3.6 million for the period ended December 31, 2009. The year-over-year increase in cash and investments included approximately $3.9 million in net proceeds from the Company’s sale of approximately 2.76 million shares to institutional investors in a public offering transaction that was completed in July 2010. Total expenses related to this offering, including the underwriters’ discount and non-accountable expense reimbursement, were approximately $0.9 million.

Business Outlook

Jeff Parsons, GigOptix’s Acting Chief Financial Officer, commented, “The achievement of record revenue during the fourth quarter and for the full year 2010 is directly attributable to successful execution on our business initiatives. We remain focused on further growing product revenue in the coming quarters as we build on the current momentum from our 40G and 100G products, increased market penetration and move to volume production with additional products. For the first quarter, we expect product revenue to increase sequentially by approximately 5 percent. In terms of our government contract revenue, we have been recently notified that a number of government earmarks have been suspended, which is expected to impact approximately $4 million of our federal funding as part of the Department of Defense Appropriations Bill that we expected to realize throughout 2011. Therefore, our outlook for revenue from government contracts is difficult to forecast at this time, and we will not be providing guidance on this segment. We continue to aggressively lobby the U.S. Congress to reinstate the earmarks in order to gain continued federal support of our On-Chip Integrated Photonic Polymer Transceiver program. At this time, we are unable to determine whether our efforts will be successful, and we will provide updates to our stockholders as we are able.”

Financial Results Webcast / Conference Call

GigOptix will host a conference call and webcast with investors today at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) to discuss the fourth quarter and full year 2010 financial results and the business outlook. Investors and other interested parties may access the call by dialing 1-866-831-5605 in the U.S. (1-617-213-8851 outside of the U.S.) and entering the pass code 32465894 at least 10 minutes prior to the start of the call. The conference call replay will be available subsequent to the company’s filing of Form 425 with the Securities and Exchange Commission on Friday, February 25, 2011 and until midnight Eastern Time on Friday, March 3, 2011. The replay dial-in number is 1-888-286-8010, and the pass code is 91541970. International callers should dial 1-617-801-6888 and enter the same pass code at the prompt. Additionally, this conference call will be broadcast live over the Internet and can be accessed by all interested parties on the Investor Relations section of the company’s website at http://www.GigOptix.com subsequent to the company’s filing of Form 425 on Friday, February 25, 2011.

About GigOptix, Inc.

GigOptix is a leading supplier of high performance electronic and electro-optic components that enable next generation 40G and 100G fiber-optic telecommunications and data-communications networks. The Company offers a broad portfolio of high speed electronic devices including polymer electro-optic modulators, modulator drivers, laser drivers and receiver amplifiers for telecom, datacom, Infiniband and consumer optical systems, covering serial and parallel communication technologies from 1G to 100G. GigOptix also offers the widest range of mixed-signal and RF ASIC solutions in the market including Standard Cell, Hybrid and Structured ASICs targeting the Consumer, Industrial, Defense & Avionics industries. For more information, please visit www.GigOptix.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including the bringing of products to market with full documentation. Such statements contain words such as “will,” and “expect,” or the negative thereof or comparable terminology, and include (without limitation) statements regarding growth, opportunities, continued traction, contracts, and improvement and our statements under the heading “Business Outlook”. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. These risks include, but are not limited to: factors that may affect the closing of GigOptix’s merger with Endwave, unexpected occurrences that deter the full documentation and “bring to market” plan for products that were developed this year and last year, trends and fluctuations in the industry, changes in demand and purchasing volume of customers, unpredictability of suppliers, our ability to attract and retain qualified personnel, the ability to cross-sell to new clients and to diversify, the success of product sales in new markets, the amount of cost savings, the ability to improve productivity, the ability to pursue and attract other M&A opportunities, and the ability to maintain and continue relationships with government agencies. Additional factors that could cause actual results to differ are discussed under the heading “Risk Factors” and in other sections of the company’s filings with the SEC, and in the company’s other current and periodic reports filed or furnished from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on information available to the company as of the date hereof, and the company assumes no obligation to update any forward-looking statement.

Important Additional Information

This communication shall not constitute an offer of any securities for sale. In connection with the proposed merger of GigOptix and Endwave, GigOptix will file with the Securities and Exchange Commission a Registration Statement on Form S-4 that will include a proxy statement of Endwave and a prospectus of GigOptix. The definitive proxy statement/prospectus will be mailed to stockholders of Endwave. GigOptix and Endwave urge investors and security holders to read the proxy statement/prospectus regarding the proposed transaction when it becomes available because it will contain important information about the proposed transaction. You may obtain a free copy of the proxy statement/prospectus (when available) and other related documents filed by GigOptix and Endwave with the SEC at the SEC’s web site at www.sec.gov. The proxy statement/prospectus (when it is available) and other documents filed by GigOptix or Endwave with the SEC relating to the proposed transaction may also be obtained for free by accessing GigOptix’s web site at www.gigoptix.com by clicking on the link for “Investor”, then clicking on the link for “SEC Filings”, or by accessing Endwave’s web site at www.endwave.com and clicking on the “Company” link and then clicking on the link for “SEC Filings” underneath the heading “Investor Relations”.

Participants in the Merger

GigOptix, Endwave and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from Endwave stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of Endwave stockholders in connection with the proposed transaction, including the interests of such participants in the proposed transaction, will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find information about GigOptix’s executive officers and directors in GigOptix’s definitive proxy statement filed with the SEC on October 28, 2010. You can find information about Endwave’s executive officers and directors in Endwave’s definitive proxy statement filed with the SEC on June 11, 2010. You can obtain free copies of these documents from the sources indicated above. You may obtain additional information regarding the direct and indirect interests of GigOptix, Endwave and their respective executive officers and directors in the merger by reading the proxy statement/prospectus regarding the merger when it becomes available.

Investors should review these financial results and business information in conjunction with the more comprehensive information regarding the Company’s results of operations and financial condition included in its Form 10-K, which will be filed with the SEC on or before March 2, 2011.

(Financial Tables to follow)

GIGOPTIX, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three months ended												Years ended
	December 31, 2010			%			December 31, 2009			%			December 31, 2010			%			December 31, 2009			%
Revenue
Product	$	6,580			81	%	$	3,708			118	%	$	23,070			86	%	$	11,290			76	%
Government contract		1,520			19	%		703			22	%		3,806			14	%		4,811			32	%
Effect of change in estimated billing rates under government contracts		—			0	%		(1,275	)		-41	%		—			0	%		(1,275	)		-9	%
Total revenue		8,100			100	%		3,136			100	%		26,876			100	%		14,826			100	%
Cost of revenue
Product		3,301			41	%		2,896			92	%		11,629			43	%		5,996			40	%
Government Contract		365			5	%		372			12	%		922			3	%		2,137			14	%
Total cost of revenue		3,666			45	%		3,268			104	%		12,551			47	%		8,133			55	%
Gross profit (loss)		4,434			55	%		(132	)		-4	%		14,325			53	%		6,693			45	%
Research and development expense		2,603			32	%		2,345			75	%		8,659			32	%		6,264			42	%
Selling, general and administrative expense		1,928			24	%		3,752			120	%		8,849			33	%		9,922			67	%
Restructuring expense		—			0	%		884			28	%		428			2	%		884			6	%
Total operating expenses		4,531			56	%		6,981			223	%		17,936			67	%		17,070			115	%
Loss from operations		(97	)		-1	%		(7,113	)		-227	%		3,611			-13	%		(10,377	)		-70	%
Interest income (expense)		(115	)		-1	%		(66	)		-2	%		(450	)		-2	%		(68	)		0	%
Other income (expense)		(115	)		-1	%		(3	)		0	%		248			-1	%		335			2	%
Loss before provision for (benefit from) income taxes		(327	)		-4	%		(7,182	)		-229	%		(4,309	)		-16	%		(10,110	)		-68	%
Provision for (benefit from) income taxes		28			0	%		38			1	%		51			0	%		(69	)		0	%
Net loss		(355	)		-4	%		(7,220	)		-230	%		(4,360	)		-16	%		(10,041	)		-68	%
Net loss per share - basic and diluted	$	(0.03	)				$	(0.98	)				$	(0.41	)				$	(1.75	)
Weighted average number of shares used in per share calculations - basic and diluted		12,203						7,391						10,689						5,723

GIGOPTIX, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

	December 31,			December 31,			Net Change
	2010			2009			$			%
ASSETS
Current assets:
Cash and cash equivalents	$	4,502		$	3,583		$	919			26	%
Accounts receivable, net		5,366			3,750			1,616			43	%
Inventories		1,609			1,457			152			10	%
Prepaid and other current assets		405			816			(411	)		(50	%)
Total current assets		11,882			9,606			2,276			24	%
Property and equipment, net		3,718			4,334			(616	)		(14	%)
Intangible assets, net		3,861			4,716			(855	)		(18	%)
Goodwill		7,407			7,307			100			1	%
Restricted cash		356			601			(245	)		(41	%)
Other assets		652			758			(106	)		(14	%)
Total assets	$	27,876		$	27,322		$	554			2	%
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,960		$	4,376		$	(1,416	)		(32	%)
Accrued and other current liabilities		4,301			5,403			(1,102	)		(20	%)
Line of credit		3,226			1,324			1,902			144	%
Total current liabilities		10,487			11,103			(616	)		(6	%)
Pension liabilities		211			186			25			13	%
Other long-term liabilities		1,788			2,035			(247	)		(12	%)
Total liabilities		12,486			13,324			(838	)		(6	%)
Stockholders’ Equity
Common stock, $0.001 par value; 50,000,000 shares authorized as of December 31, 2010; 12,210,264 and 9,289,682 issued and outstanding as of December 31, 2010 and December 31, 2009, respectively.
Common stock, $0.001 par value		12			9			3			33	%
Additional paid-in capital		89,554			82,814			6,740			8	%
Accumulated deficit		(73,353	)		(68,993	)		(4,360	)		6	%
Accumulated other comprehensive income		177			168			9			5	%
Total stockholders’ equity		16,390			13,998			2,392			17	%
Total liabilities and stockholders’ equity	$	28,876		$	27,322		$	1,554			6	%

GIGOPTIX, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION

(In thousands)

(Unaudited)

	Three months ended,						Years ended
	December 31,			December 31,			December 31,			December 31,
	2010			2009			2010			2009
GAAP - Total cost of revenue	$	3,666		$	3,268		$	12,551		$	8,133
Stock based compensation		(3	)		(5	)		(12	)		(10	)
Amortization of intangible assets		(70	)		(119	)		(493	)		(465	)
Impairment of intangible assets					(392	)					(392	)
Non-GAAP total cost of revenue	$	3,593		$	2,752		$	12,046		$	7,266
GAAP - gross profit (loss)	$	4,434		$	(132	)	$	14,325		$	6,693
Stock based compensation		3			5			12			10
Amortization of intangible assets		70			119			493			465
Impairment of intangible assets					392						392
Non-GAAP gross profit	$	4,507		$	384		$	14,830		$	7,560
GAAP - Operating expenses	$	4,531		$	6,981		$	17,927		$	17,070
Stock based compensation		(636	)		(294	)		(1,816	)		(866	)
Amortization of intangible assets		(84	)		(123	)		(361	)		(152	)
Restructuring expense		—			(884	)		(428	)		(884	)
Acquisition related compensation charge		(150	)		(175	)		(600	)		(700	)
Impairment of intangible assets					(44	)					(44	)
Non-GAAP operating expenses	$	3,661		$	5,461		$	14,731		$	14,424
GAAP - Loss from operations	$	(97	)	$	(7,113	)	$	3,611		$	(10,377	)
Stock based compensation		639			299			1,828			876
Amortization of intangible assets		154			242			854			617
Restructuring expense		—			884			428			884
Acquisition related compensation charge		150			175			600			700
Impairment of intangible assets					436						436
Non-GAAP income (loss) from operations	$	846		$	(5,077	)	$	99		$	(6,864	)
GAAP - net loss	$	(355	)	$	(7,220	)	$	(4,360	)	$	(10,041	)
Stock based compensation		639			299			1,828			876
Amortization of intangible assets		154			242			854			617
Restructuring expense		—			884			428			884
Acquisition related compensation charge		150			175			600			700
Amortization of discount on loan		—			—			152			—
Impairment of intangible assets		—			436			—			436
Gain on sale of assets											(300	)
Non-GAAP net income (loss)	$	588		$	(5,184	)	$	(498	)	$	(6,828	)
Adjusted EBITDA reconciliation:
Loss from operations	$	(97	)	$	(7,113	)	$	3,611		$	(10,377	)
Restructuring expense		—			—			428			884
Depreciation and amortization		629			639			3,252			1,849
Stock based compensation		639			299			1,828			876
Impairment of intangible assets					436						436
Adjusted EBITDA	$	1,171		$	(5,739	)	$	1,869		$	(6,332	)
Shares Outstanding		12,203			7,391			10,689			5,723
Per share amounts
Non-GAAP	$	0.05		$	(0.70	)	$	(0.05	)	$	(1.19	)
Adjusted EBITDA	$	0.10		$	(0.78	)	$	0.18		$	(1.11	)

GIGOPTIX, INC.

NOTES TO NON-GAAP FINANCIAL MEASURES

To supplement our financial results on a GAAP basis, we use non-GAAP measures indicated in the tables which we believe provide a more comprehensive understanding of the various factors and trends that affect our business. We believe that these non-GAAP financial measures reflect an additional and useful way to understand our business. Our non-GAAP financial measures are not intended as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Our non-GAAP financial measures reflect adjustments based on the following items:

• Stock-based compensation expense.

Stock-based compensation expense relates primarily to equity awards such as stock options and restricted stock units. Stock-based compensation is a non-cash expense that varies in amount from period to period and may be dependent on market forces.

• Restructuring expense.

Restructuring charges primarily relate to activities taken by management to make changes to its infrastructure in an effort to reduce costs. Restructuring charges are excluded from non-GAAP financial measures as they are not considered core activities and have not historically occurred.

• Acquisition-related compensation charge.

As a result of the acquisition of Helix Semiconductor, the Company is required to pay compensation expense, which is contingent on the employment retention of certain key employees established in accordance with the terms of the acquisition.

• Amortization of acquired intangible assets.

Amortization of acquired intangible assets consists of the amortization of assets acquired in the acquisition of Helix Semiconductor and ChipX and the merger with Lumera Corporation, such as customer relationships, backlog, existing technology, and patents.

• Gain on sale of assets.

In February 2009 we sold certain assets acquired in connection with the Lumera acquisition for $300,000 and recognized a gain on the entire amount and is excluded from our non-GAAP financial measures as it is not reflective of our ongoing business.

Media Contact:

GigOptix, Inc.

Parker Martineau

Corporate Communications Manager

650-424-1937

pmartineau@gigoptix.com

Investor Contact:

Shelton Group Investor Relations

Leanne Sievers, EVP

949-224-3874

lsievers@sheltongroup.com

EX-99.2

GigOptix

GigOptix

(GGOX.OB)

(GGOX.OB)

Corporate Presentation

Corporate Presentation

February 2011

February 2011

FILED BY GIGOPTIX, INC. AND ENDWAVE CORPORATION

PURSUANT TO RULE 425 UNDER THE

SECURITIES ACT OF 1933

SUBJECT COMPANY: GIGOPTIX, INC. AND ENDWAVE CORPORATION

Exhibit 99.2

©

2011 GigOptix, Inc.  All Rights Reserved

2

2

2

Disclaimer

Disclaimer

Forward Looking Statements:

This

presentation

contains

statements

regarding

operating

trends,

future

results,

new

projects,

and

other

market,

business

and

product

trends

that

are forward-

looking.

We

undertake

no

obligation

to

update

or

revise

the

forward-looking

statements,

whether

as

a

result

of

new

information,

future

events

or

otherwise.

Additional

factors

that

could

cause

actual

results

to

differ

are

discussed

under

the

heading

"Risk

Factors"

and

in

other

sections

of

the

GigOptix

and

Endwave

filings

with

the

SEC,

and

in

GigOptix’s

and

Endwave’s

other

current

and

periodic

reports

filed

or

furnished

from

time

to

time

with

the

SEC.

Use of Non-GAAP and Adjusted EBITDA Financial Measures:

These

materials

include

references

to

non-GAAP

revenue,

non-GAAP

net

income/loss,

Adjusted

consolidated

non-GAAP

net

income/loss,

and

Adjusted

EBITDA.

GigOptix

believes

that

these

non-GAAP

financial

measures

are

important

indicators

of

the

ongoing

operations

of

its

business

and

provide

better

comparability

between

reporting

periods

and

provide

a

better

baseline

for

analyzing

trends

in

GigOptix’s

operations.

GigOptix

does

not,

nor

does

it

suggest

that

investors

should,

consider

such

non-GAAP

and

Adjusted

EBITDA

financial

measures

in

isolation

from,

or

as

a

substitute

for,

financial

information

prepared

in

accordance

with

GAAP.

GigOptix

believes

the

disclosure

of

the

effects

of

these

items

increases

the

reader’s

understanding

of

the

underlying

performance

of

the

business

and

that

such

non-GAAP

and

Adjusted

EBITDA

financial

measures

provide

investorswith

an

additional

tool

to

evaluate

our

financial

results

and

assess

our

prospects

for

future

performance.

Additional Information About This Transaction:

This presentation shall not constitute an offer of any securities for sale. In connection with the proposed transaction, GigOptix

will file with the Securities and Exchange Commission

a

Registration

Statement

on

Form

S-4

that

will

include

a

proxy

statement

of

Endwave

and

a

prospectus

of

GigOptix.

The

definitive

proxy

statement/prospectus

will

be

mailed

to

stockholders

of

Endwave.

GigOptix

and

Endwave

urge

investors

and

security

holders

to

read

the

proxy

statement/prospectus

regarding

the

proposed

transaction

when

it

becomes

available

because

it

will

contain

important

information

about

the

proposed

transaction.

You

may

obtain

a

free

copy

of

the

proxy

statement/prospectus

(when

available)

and

other

related

documents

filed

by

GigOptix

and

Endwave

with

the

SEC

at

the

SEC’s

web

site

at

www.sec.gov.

The

proxy

statement/prospectus

(when

it

is

available)

and

other

documents

filed

by

GigOptix

or

Endwave

with

the

SEC

relating

to

the

proposed

transaction

may

also

be

obtained

for

free

by

accessing

GigOptix’s

web

site

at

www.gigoptix.com

by

clicking

on

the

link

for

“Investor”,

then

clicking

on

the

link

for

“SEC

Filings”,

or

by

accessing

Endwave’s

web

site

at

www.endwave.com

and

clicking

on

the

“Company”

link

and

then

clicking

on

the

link

for

“SEC

Filings”

underneath

the

heading

“Investor

Relations”.

Participants in the Merger:

GigOptix,

Endwave

and

their

respective

directors,

executive

officers

and

certain

other

members

of

management

and

employees

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

from

Endwave

stockholders

in

connection

with

the

proposed

transaction.

Information

regarding

the

persons

who

may,

under

the

rules

of

the

SEC,

be

considered

participants

in

the

solicitation

of

Endwave

stockholders

in

connection

with

the

proposed

transaction,

including

the

interests

of

such

participants

in

the

proposed

transaction,

will

be

set

forth

in

the

proxy

statement/prospectus

when

it

is

filed

with

the

SEC.

You

can

find

information

about

GigOptix’s

executive

officers

and

directors

in

GigOptix’s

definitive

proxy

statement

filed

with

the

SEC

on

October

28,

2010.

You

can

find

information

about

Endwave’s

executive

officers

and

directors

in

Endwave’s

definitive

proxy

statement

filed

with

the

SEC

on

June

11,

2010.

You

can

obtain

free

copies

of

these

documents

from

GigOptix

or

Endwave,

respectively,

using

the

contact

information

below.

3

3

3

©

2011 GigOptix, Inc. All Rights Reserved

Leading supplier of network

interface devices enabling high

speed data communication

Solution portfolio spanning

communication spectrum from

fiber optics to high speed

wireless mobile backhaul

Core

DWDM

Core

Routers

Metro

Routers

Satellite

Ground Station

Satellite

Communication

Airborne

Communication

Base Station

Backhaul

Submarine

Networks

Access

Metro

Enterprise

&

Datacenter

GigOptix, Inc.

GigOptix, Inc.

Latest Development: Acquisition of Endwave

Latest Development: Acquisition of Endwave

(ENWV)

(ENWV)

Served Markets:

Optical Communications

Datacom

and Telecom Networks

Military/Aerospace

High Speed  Wireless  Communications

Point-to-Point radio for mobile back haul

Military/Aerospace/Automotive

Products:

High speed analog ICs

High frequency analog ICs

High speed optical modulators

High speed  wireless front ends

Structured and Standard Cell ASICs

SLIDE

REFLECTS

GIGOPTIX,

INC.

UPON

COMPLETION

OF

MERGER

WITH

ENDWAVE

©

2011 GigOptix, Inc.  All Rights Reserved

4

4

4

Market Demand for More Bandwidth

Market Demand for More Bandwidth

2010 mobile data traffic was three times the size of the entire global Internet in 2000 (Cisco)

2014 mobile data traffic will be 40 times what it was in 2010

Movies

Online TV

Music

Online Games

Social Networking

Increasing use of data intense

services escalate bandwidth

demand

HD displays

Pictures

Increasing use of mobile infrastructure for

delivery of data

Source:Ovum

©

2011 GigOptix, Inc.  All Rights Reserved

5

5

5

GigOptix Growth Strategy

GigOptix Growth Strategy

Since 2007 GigOptix has invested $15M in developing and acquiring assets that

leverage a prior investment of more than $300M.

GigOptix is a fast growing fabless high-speed optical and high frequency wireless

semiconductor device company, leveraging prior investment in acquired companies

Over the last 3 years through internal development and building on our strategic efforts

we have built a portfolio of more than 90 products and 100 patents

April 2007

Inception of

GigOptix LLC.

July 2007

January 2008

December

2008

November

2009

1H 2011

GigOptix, Inc.

Products:

High speed

electro-optics:

Drivers

High speed

electro-optics:

Amplifiers &

Drivers

High speed

electro-optics:

Polymer

Modulators

High speed

electronics:

Mixed-Signal

ASIC

High Speed

electronics:

MMICs &

Transceivers

90+  analog

semiconductor

& High Speed

Wireless and

ASICs products

2007

2008

2009

2011

©

2011 GigOptix, Inc.  All Rights Reserved

6

6

6

Company Overviews

Company Overviews

Description

a leading supplier of high

performance electronic and

electro-optic components that

enable next generation 40G and

100G optical networks

a leading provider of high-frequency

RF solutions and semiconductor

products for the wireless mobile

backhaul communications, satellite

communications, electronic

instruments and defense and security

markets

Products

High Speed Optical:

Drivers, Amplifiers, Modulators

ASIC

High Frequency RF:

MMIC, Modules/Transceivers

Target

Markets

Telecom, Datacom, Defense,

Instrumentation, Consumer,

Military, Aerospace

Point-to-Point Back-Haul Wireless

Communications,  Military, 

Aerospace,  Automotive

©

2011 GigOptix, Inc.  All Rights Reserved

7

7

7

GigOptix

GigOptix

+ Endwave

+ Endwave

Combination

Combination

1.

Enhances revenue growth and strengthens balance sheet with substantial

cost savings

2.

Addresses customers’

growing needs for high speed solutions in optical

networks and wireless mobile backhaul

Same

customer

base,

same

technology

–

new

application

Jointly capitalizes on the increasing network bandwidth demands

3.

Leverages

highly

complementary

product

and

technology

portfolios

in

high

speed fiber and wireless communications

Further increases the level of integration, functionality and cost reductions for

products

targeting

microwave/millimeter

wave

and

broadband

fiber

optic

applications

Strengthens IC design capabilities in both GaAs

and SiGe

processes

4.

Expands penetration of targeted and new markets

Increases penetration of commercial and military applications

Potential for expansion into the high speed instrumentation market

©

2011 GigOptix, Inc.  All Rights Reserved

8

8

8

Optical & High Speed Wireless Technology

Optical & High Speed Wireless Technology

Many similarities between Optical and High Speed Wireless solutions exist:

Operate in the same microwave and millimeter wave frequencies

Utilize the same semiconductor process technologies and design expertise

Next generation optical transceiver will employ the same proven wireless

communication techniques to increase channel capacity

Optical Transceiver Module

Wireless Transceiver Module

Modem

Rx

Tx

Upconv

Modem

Tx

Local

Osc

Rx

Downconv

Low Noise

Amplifier

Power

Amplifier

DEMUX

PD

MUX

Optical

Modulator

©

2011 GigOptix, Inc.  All Rights Reserved

9

9

9

Optical & High Speed Wireless Customers

Optical & High Speed Wireless Customers

Increases business with current and targeted customers

High Speed Wireless

Optical Network Equipment Market

Source: Ovum, Jan 2011

Source: Maravedis Research, Oct 2010

©

2011 GigOptix, Inc.  All Rights Reserved

10

10

10

GigOptix’s

GigOptix’s

High Speed Network End to End Solutions

High Speed Network End to End Solutions

TODAY:

Fiber

Optics

Networks:

10Gb/s

to

100Gb/s

and

beyond

GigOptix

components upon

completion of merger

GigOptix

potential extension

Included after the completion of merger:

High

Speed

Wireless

Mobile

Backhaul:

100Mb/s

to

2.5Gb/s

MUX

Up

Convertor

Low

Noise

Amplifier

Power

Amplifier

DEMUX

Local

Oscillato

r

Local

Oscillato

r

PD

MUX

Optical

Modulato

r

Optical

Amplifier

Optical

Amplifier

Optical

Amplifier

Optical

Amplifier

DEMUX

11

11

11

©

2011 GigOptix, Inc.  All Rights Reserved

2007

2008

2009

2010

2011

2012

10G ULH

Drivers

100G RZ

Polymer

Modulator

10G Ultralow

Power VCSEL

Driver//TIAs

25G CDR

65nm Hybrid

4 &12ch 5G 

Parallel Driver  &

Receiver

4 &12ch 14G 

Parallel Driver  &

Receiver

40G DQPSK

MZ Driver

100G DPQPSK

Driver

100G DPQPSK

Polymer

Modulator

100G ETH

Driver

25G VCSEL

Driver/TIAs

High Speed

Mixed-Signal

Platform

MUX/Modem

100G DPQPSK

Integrated

Driver/

Modulator

10G LH & Metro

Drivers

Family of 10G &

20G TIAs

40G DPSK

Polymer

Modulator

E-Band T/R

E-Band MMIC

400G DPQPSK

Driver

Optical

Front End

Transceiver Module

GigOptix’s Product Portfolio  

GigOptix’s Product Portfolio  

12

12

12

©

2011 GigOptix, Inc.  All Rights Reserved

Building a Valuable Global Channel

Building a Valuable Global Channel

13

13

13

©

2011 GigOptix, Inc. All Rights Reserved

Leveraging a Global Supply Chain

Leveraging a Global Supply Chain

GigOptix’s fabless business model utilizes industry

leading semiconductor foundries and packaging

contract manufacturers

Efficient technology transfer from in-house

prototype fab to contract manufacturers

ISO 9000 and 14001 standard compliance;

AS-9100,  RoHS, Telcordia

14

14

14

©

2011 GigOptix, Inc.  All Rights Reserved

GigOptix

GigOptix

Senior Management –

Senior Management –

Post Merger

Post Merger

Dr. Avi

Katz: Chairman & Chief Executive Officer

Ms.

Julie

Tipton:

Chief

Operations

Officer

Mr.

Andrea

Betti-Berutto:

Chief

Technical

Officer

Mr. Curt Sacks: Chief Financial Officer

15

15

15

©

2011 GigOptix, Inc.  All Rights Reserved

GigOptix, Inc. Financial Performance

GigOptix, Inc. Financial Performance

Financials provided are expected 2010 financial results and are in millions. Final numbers will be provided on or about March 2nd

in GigOptix’s SEC Form 10-K. 

Adjusted EBITA is defined as income or loss from operations net of depreciation, amortization, stock-based compensation expense

and restructuring expenses

16

16

16

GigOptix, Inc. Consolidated Balance Sheet Q410

GigOptix, Inc. Consolidated Balance Sheet Q410

(in thousands)

(in thousands)

December 31,

December 31,

2010

2009

$

%

ASSETS

Current assets:

Cash and cash equivalents

4,502

$        

3,583

$        

919

$      

26%

Accounts receivable, net

5,366

3,750

1,616

43%

Inventories

1,609

1,457

152

10%

Prepaid and other current assets

405

816

(411)

(50%)

Total current assets

11,882

9,606

2,276

24%

Property and equipment, net

3,718

4,334

(616)

(14%)

Intangible assets, net

3,861

4,716

(855)

(18%)

Goodwill

7,407

7,307

100

1%

Restricted cash

356

601

(245)

(41%)

Other assets

652

758

(106)

(14%)

Total assets

27,876

$      

27,322

$      

554

$      

2%

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

2,960

$        

4,376

$        

(1,416)

$  

(32%)

Accrued and other current liabilities

4,301

5,403

(1,102)

(20%)

Line of credit

3,226

1,324

1,902

144%

Total current liabilities

10,487

11,103

(616)

(6%)

Pension liabilities

211

186

25

13%

Other long-term liabilities

1,788

2,035

(247)

(12%)

Total liabilities

12,486

13,324

(838)

(6%)

Stockholders' Equity

Common stock, $0.001 par value; 50,000,000 shares authorized as of December 31, 2010;

12,210,264 and 9,289,682 issued and outstanding as of December 31, 2010 and

December 31, 2009, respectively.

Common stock, $0.001 par value

12

9

3

33%

Additional paid-in capital

89,554

82,814

6,740

8%

Accumulated deficit

(73,353)

(68,993)

(4,360)

6%

Accumulated other comprehensive income

177

168

9

5%

Total stockholders' equity

16,390

13,998

2,392

17%

Total liabilities and stockholders' equity

28,876

$      

27,322

$      

1,554

$   

6%

Net Change

17

17

17

GigOptix, Inc. Consolidated Statement of Operations

GigOptix, Inc. Consolidated Statement of Operations

Q410

Q410 (in thousands)

(in thousands)

December 31,

December 31,

Revenue

2010

2009

Product

6,580

$              

81%

3,708

$          

118%

Government contract

1,520

19%

703

22%

-

0%

(1,275)

-41%

Total revenue

8,100

100%

3,136

100%

Cost of revenue

Product

3,301

41%

2,896

92%

Government Contract

365

5%

372

12%

Total cost of revenue

3,666

45%

3,268

104%

Gross profit (loss)

4,434

55%

(132)

-4%

Research and development expense

2,603

32%

2,345

75%

Selling, general and administrative expense

1,928

24%

3,752

120%

Restructuring expense

-

0%

884

28%

Total operating expenses

4,531

56%

6,981

223%

Loss from operations

(97)

-1%

(7,113)

-227%

Interest income (expense)

(115)

-1%

(66)

-2%

Other income (expense)

(115)

-1%

(3)

0%

Loss before provision for (benefit from) income taxes

(327)

-4%

(7,182)

-229%

Provision for (benefit from) income taxes

28

0%

38

1%

Net loss

(355)

-4%

(7,220)

-230%

Net loss per share -

basic and diluted

(0.03)

$               

(0.98)

$          

Weighted average number of shares used in per share

calculations -

basic and diluted

12,203

7,391

Effect of change in estimated billing

rates under government contracts

%

%

Three months ended

18

18

18

©

2011 GigOptix, Inc. All Rights Reserved

Summary

Summary

The combination of GigOptix

and Endwave

creates a leading supplier of high speed and high

frequency

analog

semiconductors,

modulators

and

wireless

mobile

backhaul

World class high speed product portfolio:

High speed analog ICs

High frequency analog ICs

High speed optical modulators

High speed wireless front ends

Structured and Standard Cell ASICs

Trusted supplier to Tier-1 OEMs for critical high performance communication devices

Successful history of generating value for investors and customers through strategic plan of growing

both organically and through synergistic acquisitions and mergers

Highly

scalable

fabless

manufacturing

model

partnering

with

best

in

class

contract

manufacturers

Strong IP portfolio with more than 100 patents granted and over 40 applications on file

Solid revenue growth in 2010 with good revenue growth opportunities for 2011

Strong balance sheet with solid cash position and no long term debt

Leading supplier of high performance network interface devices, enabling high

speed  optical and wireless networks for Tier-1 Telecom and Datacom

OEMs

©

2011 GigOptix, Inc.  All Rights Reserved

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Transaction Overview

Transaction Overview

What will be the conversion ratio be for ENWV to GGOX common stock?

The actual conversion ratio in the merger cannot be determined until immediately before the consummation of the

merger.  However, if the merger were consummated on February 7, 2011, each outstanding share of Endwave

common stock would convert into approximately  0.89 shares of GGOX common stock.

How many shares will the combined company have?

Approximately 21 million outstanding shares

What is the status of GigOptix

being listed on a Major Exchange?

We will continue our best efforts to list GigOptix

common stock on NYSE Amex or another national securities

exchange, with the intent to receive conditional listing approval so we may be able to commence trading

concurrent with the merger closing.

The Press Release (dated 2/7/2011) noted the combined company had approximately $28M

in

cash

and

investments

at

12/31/2010

but

that

cash

at

the

close

of

the

transaction

would

be approx. $16M. What are the factors behind the $12M reduction?

The cash and investment balance will be reduced by transaction related fees, restructuring related payments, the pay

down of GGOX AR line and cash used in operations during the period between 12/31/10 and the close of the deal. 

We will continue to work hard to reduce our cash usage during the period.

The Press Release (dated 2/7/2011) noted the combined company would see savings of

approx. $1M/quarter in 2012. What are the items that make up these savings?

The

savings

will

come

from

a

number

of

different

areas

including

public

company

related

expenses,

the consolidation

of personnel, facilities and the reduction of overhead.

The Answers to your Questions

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©

2011 GigOptix, Inc. All Rights Reserved

Thank you!

Thank you!