0001193125-11-139965.txt : 20110516 0001193125-11-139965.hdr.sgml : 20110516 20110513215236 ACCESSION NUMBER: 0001193125-11-139965 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110516 DATE AS OF CHANGE: 20110513 EFFECTIVENESS DATE: 20110516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENDWAVE CORP CENTRAL INDEX KEY: 0001118941 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 954333817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-31635 FILM NUMBER: 11843168 BUSINESS ADDRESS: STREET 1: 130 BAYTECH DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: (408)522-3100 MAIL ADDRESS: STREET 1: 130 BAYTECH DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 DEFA14A 1 ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.     )

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¨   Preliminary Proxy Statement
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¨   Definitive Proxy Statement
þ   Definitive Additional Materials
¨   Soliciting Material Pursuant to § 240.14a-12
ENDWAVE CORPORATION
(Name of Registrant as Specified In Its Charter)
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May 13, 2011

Dear Fellow Endwave Stockholder:

Enclosed is a notice and proxy statement for a special meeting of Endwave stockholders to vote on the proposed merger of Endwave and GigOptix. The meeting is scheduled for June 17, 2011 and will be held at the Endwave headquarters in San Jose, CA.

In deciding whether to vote for the proposed merger, I would ask you to keep the following in mind:

 

   

The Endwave Board of Directors unanimously recommends that you vote FOR the adoption of the merger agreement.

 

   

As explained in the “Background of the Merger” section of the proxy statement, the Endwave Board of Directors conducted a thorough investigation of multiple potential strategic directions for Endwave, including remaining as a stand-alone company, before concluding that the merger with GigOptix was the best alternative for Endwave’s stockholders.

 

   

We believe that the combination of the two companies will create an industry leading supplier of high frequency and high speed electronic components to support the current and future needs of telecom and datacom industry OEMs to fill the growing demand for high capacity telephony and data networks.

 

   

We believe that the combined company will have the financial and operational scale needed to effectively serve its target markets and to support the overhead costs associated with being a publicly-traded company.

 

   

Every proxy vote is important because a failure to vote or a “broker non-vote” equals a vote against the merger. In order for the merger to be approved, we must achieve a majority vote of all outstanding shares and any share that is not voted for the adoption of the merger agreement will be counted as a vote against the merger.

You can easily vote your shares either by regular mail, the Internet or by phone. Please consult the enclosed material for details. Thank you in advance for your attention to this matter.

Regards,

/s/ John J. Mikulsky

John J. Mikulsky

President and Chief Executive Officer