As filed with the Securities and Exchange Commission on June 17, 2011
Registration No. 333-144851
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-144851
UNDER
THE SECURITIES ACT OF 1933
Endwave Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 95-4333817 | |
(State or Other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification No.) |
130 Baytech Drive
San Jose, CA 95134
(Address of Principal Executive Offices)
(408) 522-3100
(Registrants telephone number, including area code)
ENDWAVE CORPORATION
2007 EQUITY INCENTIVE PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Avi Katz
President, Chief Executive Officer & Chairman of the Board
Endwave Corporation
130 Baytech Drive
San Jose, CA 95134
(408) 522-3100
(Name, address, and telephone number, including area code, of Agent for Service)
Copies to:
Mavis Yee, Esq.
Nixon Peabody LLP
2 Palo Alto Square
3000 El Camino Real, Suite 500
Palo Alto, CA 94306
(650) 320-7700
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to Registration Statement (File No. 333-144851) on Form S-8 (the Registration Statement), filed with the Securities and Exchange Commission on July 25, 2007, pertaining to the registration of 3,154,997 shares of the common stock of Endwave Corporation (the Registrant) issuable under the Registrants 2007 Equity Incentive Plan and 2000 Employee Stock Purchase Plan.
On June 17, 2011, pursuant to an Agreement and Plan of Merger dated as of February 4, 2011 by and among the Registrant, GigOptix, Inc., a Delaware corporation (GigOptix) and Aerie Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of GigOptix (Merger Sub) (the Merger Agreement), Merger Sub merged with and into Registrant, with Registrant being the surviving entity (the Merger).
As a result of the Merger, the Registrant has terminated all offerings of the Registrants securities pursuant to the above referenced Registration Statement. Accordingly, pursuant to the undertakings contained in such Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering, the Registrant is filing this post-effective amendment to the Registration Statement to deregister all the shares of the Registrants common stock registered and reserved for issuance under such Registration Statement which remained unissued as of the Effective Time.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing an amendment on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on June 17, 2011.
ENDWAVE CORPORATION | ||
/s/ Avi Katz | ||
By: | Avi Katz | |
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Avi Katz Avi Katz |
President and Chief Executive Officer, Chairman of the Board (Principal Executive Officer) |
June 17, 2011 | ||
/s/ Curt Sacks Curt Sacks |
Chief Financial Officer (Principal Financial and Accounting Officer) |
June 17, 2011 |
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