-----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, V3onnabSy/bI5erpAM64WA/Eb/jgvowh6M+EoPhKPidCen5sXEPwyC1R+mIgCcp8 kBMKLz9DW8AS41Xr5o3v7g== 0001275287-06-006435.txt : 20061212 0001275287-06-006435.hdr.sgml : 20061212 20061211181551 ACCESSION NUMBER: 0001275287-06-006435 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061211 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061212 DATE AS OF CHANGE: 20061211 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: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31635 FILM NUMBER: 061269776 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 8-K 1 ew8248.txt FORM 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): December 11, 2006 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) Registrant's telephone number, including area code (408) 522-3100 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): [ ] 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 8.01 OTHER EVENTS On December 11, 2006, Endwave Corporation issued a press release reporting its updated revenue outlook for the fourth quarter ending December 31, 2006. A copy of this press release is attached to this Report as exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits: Exhibit No. Exhibit Title - ----------- ------------------------------------------------------------------ 99.1 Press Release issued December 11, 2006. SIGNATURES 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 hereunto duly authorized. ENDWAVE CORPORATION Dated: December 11, 2006 By: /s/ BRETT W. WALLACE -------------------------------------- Brett W. Wallace Title: Executive VP & Chief Financial Officer INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- --------------------------------------------------------------- 99.1 Press Release issued December 11, 2006. EX-99.1 2 ew8248ex991.txt EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE CONTACT: Mary McGowan Summit IR Group Inc. Phone: 408-404-5401 mary@summitirgroup.com ENDWAVE UPDATES REVENUE OUTLOOK FOR 2006 SAN JOSE, CA - Dec. 11, 2006 - Endwave Corporation (NASDAQ:ENWV) today provided an updated revenue outlook for its fourth quarter of 2006. Management currently expects fourth quarter revenues of $10 million to $12 million. This would imply revenue growth for the fiscal year ending December 31, 2006 of approximately 20% to 25% as contrasted with the projected annual growth rate of 35% discussed on October 24, 2006. "As discussed on our third quarter conference call, we anticipated a potential decline in revenues during the fourth quarter due to the impending merger of the network businesses of Nokia and Siemens and a resulting inventory reduction by the companies. However, Nokia management has recently informed us that their pre-merger inventory reduction, and consequently the contraction in our revenues, will be larger than they had originally projected. This information has caused us to reduce our revenue outlook for the fourth quarter," stated Ed Keible, President and Chief Executive Officer of Endwave. "While we are disappointed with this change in outlook for this quarter, we believe the decrease in demand is temporary. Endwave is well-positioned with our products and customers. We are confident in the long-term outlook for our business and look forward to continued revenue growth in 2007 as Nokia and Siemens complete their merger." ABOUT ENDWAVE Endwave Corporation designs, manufactures and markets RF modules that enable the transmission, reception and processing of high-frequency signals in telecommunications networks, defense electronics and homeland security systems. Our RF modules are typically used in high-frequency applications and include integrated transceivers, amplifiers, synthesizers, oscillators, up and down converters, frequency multipliers and microwave switch arrays. Endwave has 39 issued patents covering its core technologies including semiconductor and proprietary circuit designs. Endwave Corporation is headquartered in San Jose, CA, with operations in Diamond Springs, CA; Andover, MA; and Chiang Mai, Thailand. Additional information about the company can be accessed from the company's web site at http://www.endwave.com. Page 2 "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This press release may contain forward-looking statements within the meaning of the Federal securities laws and is subject to the safe harbor created thereby. Any statements contained in this press release or on the conference call that are not statements of historical fact may be deemed to be forward-looking statements. Words such as "plans," "intends," "expects," "believes" and similar expressions are intended to identify these forward-looking statements. Information contained in forward-looking statements is based on current expectations and is subject to change. Actual results could differ materially from the forward-looking statements due to many factors, including the following: our ability to achieve revenue growth and maintain profitability; our customer and market concentration; our suppliers' abilities to deliver raw materials to our specifications and on time; our successful implementation of next-generation programs, including inventory transitions; our ability to penetrate new markets; fluctuations in our operating results from quarter to quarter; our reliance on third-party manufacturers and semiconductor foundries; acquiring businesses and integrating them with our own; component, design or manufacturing defects in our products; our dependence on key personnel; and fluctuations in the price of our common stock. Forward-looking statements contained in this press release should be considered in light of these factors and those factors discussed from time to time in Endwave's public reports filed with the Securities and Exchange Commission, such as those discussed under "Risk Factors" in Endwave's most recent Annual Report on Form 10-K, and subsequently-filed reports on Form 10-Q. Endwave does not undertake any obligation to update such forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----