-----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, QhgsUme4qXp3UQ36hIopZW7ZMLmJmglnUaioNGJyFR/5d4v9pkgrf6CaW8hHxZpq diRa+Z1BUj/hoHi4SU0VOw== 0001275287-07-000580.txt : 20070207 0001275287-07-000580.hdr.sgml : 20070207 20070207165741 ACCESSION NUMBER: 0001275287-07-000580 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070202 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070207 DATE AS OF CHANGE: 20070207 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: 07588857 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 ec8854.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): February 2, 2007 ENDWAVE CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-31635 95-4333817 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File No.) Identification No.) 130 Baytech Drive San Jose, California 94085 94085 (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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On February 2, 2007, upon the recommendation of the Compensation Committee (the "Compensation Committee") of the Board of Directors of Endwave Corporation (the "Company"), the Company's Board of Directors (the "Board") approved the following matters: 1. Fiscal 2006 Bonuses for Named Executive Officers. The Board voted to award bonuses to the Company's named executive officers (as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission) in respect of the officers' and the Company's performance for the fiscal year ended December 31, 2006. The bonus payments were based on meeting specified targets for four financial metrics: revenues, gross margin, operating profit and cash flow from operations. The bonus awards were as follows:
NAME AND TITLE BONUS - -------------------------------------------------------------------------------------------------- ---------- Edward A. Keible, Jr $ 178,000 President and Chief Executive Officer (principal executive officer) Brett W. Wallace $ 64,625 Chief Financial Officer and Executive Vice President (principal financial and accounting officer) John J. Mikulsky $ 94,500 Chief Operating Officer and Executive Vice President (principal operating officer)
2. Fiscal 2007 Base Salaries. The Board established fiscal 2007 base salaries for the named executive officers. The Compensation Committee and Board annually evaluate the performance and determine the compensation of the Company's officers based on the Compensation Committee's assessment of the individual performance of the executive officers, their achievement of corporate goals, and compensation at comparable companies. The 2007 base salaries, which were approved retroactively beginning February 1, 2007, for the named executive officers are listed in Exhibit 10.1 and are incorporated herein by reference. These salaries may be changed at any time at the discretion of the Compensation Committee. Each of the named executive officers is employed "at will." 3. Fiscal 2007 Executive Incentive Plan. The Board approved the Endwave Executive Incentive Plan for Fiscal Year 2007, which is attached as Exhibit 10.2 and is incorporated herein by reference. 4. Termination of Transaction Incentive Plan. The Board approved the immediate termination of the Company's Transaction Incentive Plan. 5. Director Cash Compensation Policy. The Board adopted a new policy for the cash compensation of non-employee directors. The current policy for the compensation of non-employee directors is attached as Exhibit 10.3 and is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (d) Exhibits: EXHIBIT NO. EXHIBIT TITLE - ----------- ----------------------------------------------------------------- 10.1 2007 Base Salaries for Named Executive Officers. 10.2 Endwave Executive Incentive Plan for Fiscal Year 2007. 10.3 Description of Cash Compensation Payable to Non-Employee Directors. 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: February 7, 2007 By: /s/ Brett W. Wallace ---------------------------- Brett W. Wallace Title: Executive Vice President and Chief Financial Officer INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------------------------------------------------------------- 10.1 2007 Base Salaries for Named Executive Officers. 10.2 Endwave Executive Incentive Plan for Fiscal Year 2007. 10.3 Description of Cash Compensation Payable to Non-Employee Directors. EX-10.1 2 ec8854ex101.txt EXHIBIT 10.1 EXHIBIT 10.1 2007 BASE SALARIES FOR NAMED EXECUTIVE OFFICERS NAME AND TITLE SALARY - -------------------------------------------------------- ---------- Edward A. Keible, Jr $ 374,000 President and Chief Executive Officer Brett W. Wallace $ 236,000 Chief Financial Officer and Executive Vice President John J. Mikulsky $ 268,000 Chief Operating Officer and Executive Vice President EX-10.2 3 ec8854ex102.txt EXHIBIT 10.2 EXHIBIT 10.2 ENDWAVE CORPORATION EXECUTIVE INCENTIVE COMPENSATION PLAN FOR FISCAL YEAR 2007 I. PHILOSOPHY Attainment of the goals of Endwave Corporation ("Endwave") for each fiscal year will require that its executive team work seamlessly together in building sales revenues, examining and executing on strategic opportunities, maintaining cost control and focusing on the bottom line. The basis for the incentive plan is a combination of Endwave's Annual Operating Plan as well as personal contributions to meeting our annual corporate goals. The award of bonuses will be discretionary, administered by Endwave's Board of Directors (the "Board") and its Compensation Committee (the "Committee"), and based upon several factors, including but not limited to: individual performance; team work; exhibited leadership; and efforts in the sales process. II. PARTICIPATION: o All Endwave officers as determined by the Board ("Officers") will participate in the incentive plan. o An officer who worked less than twelve months, but more than one month (new hires and those on leave of absence), in a given year will receive a pro rated share of his or her bonus based on the percent of the year worked. o Participants must be employed as of the day of bonus payment in order to receive a bonus. o Officers are eligible for a target bonus to be determined by the Compensation Committee based on corporate and personal performance criteria established by the Committee. o The payment of a bonus to any Officer is totally discretionary and will not be paid if the Board believes that it is in the best interest of the Endwave not to pay bonuses. o The bonus payment date for a given year is anticipated to be on or about February 1 of the following year, after completion of the annual corporate audit. III. INCENTIVE PLAN: o A bonus pool is generated by multiplying a bonus target set by the Committee by the corporate performance achievement level. Notwithstanding the foregoing, the total bonus pool will in no event exceed 50% of Endwave's net profit (determined without regard to the bonus payments made for such year under this Executive Incentive Compensation Plan). o Corporate performance is determined based upon financial results for the fiscal year in accordance with the guidelines established by the Committee. o Individual performance is determined by the Committee. IV. PERFORMANCE TARGETS: The corporate performance percentage is based on the critical factors contained in the Annual Operating Plan. As the plan states, Endwave is focused on the following: (1) Increasing sales revenues, by capturing new customers, expanding current customers and making acquisitions. (2) Building gross margins and operating profit by maintaining high operating leverage, cost reducing products and capturing non-recurring engineering fees. (3) Improve operating efficiency through better asset utilization (4) Widening Endwave's position as the leader in technology and quality. V. BONUS PERCENTAGE: The performance percentage is calculated by reference to the corporate achievement level for each of the above items. Various percentages can be earned for each measure depending on whether that performance is above or below plan. At the discretion of the Board of Directors, targets may be changed dependent upon Endwave's business outlook. VI. DEFINITIONS: Sales revenues include revenues from sales of products and non-recurring engineering fees, Gross margin is calculated as sales revenues minus cost of goods sold Operating profit is calculated as sales revenues less cost of goods sold and operating expenses, including bonus expenses. It does not include interest income/expense, intangible costs, taxes or other non-operating income or expenses and is subject to such modification as the Committee may deem appropriate. EX-10.3 4 ec8854ex103.txt EXHIBIT 10.3 EXHIBIT 10.3 DESCRIPTION OF COMPENSATION PAYABLE TO NON-EMPLOYEE DIRECTORS The non-employee directors of Endwave Corporation (the "Company") will receive for fiscal year 2007 and thereafter, until changed by the Board of Directors, fees for service on the Company's Board of Directors as listed in the table below. The members of the Board of Directors are also eligible for reimbursement for travel expenses incurred in connection with attendance at Board of Directors and committee meetings in accordance with Company policy. BOARD MEMBERSHIP FEES PAYABLE TO NON-EMPLOYEE DIRECTORS - -------------------------------------------------------------- Non-Employee Director Annual Retainer $ 20,000 Board Chair Annual Retainer $ 10,000 Audit Committee Chair Annual Retainer $ 16,000 Audit Committee Member Annual Retainer $ 6,000 Compensation Committee Chair Annual Retainer $ 8,000 Compensation Committee Member Annual Retainer $ 3,000 Nominating and Governance Committee Chair Annual Retainer $ 3,000 Nominating and Governance Committee Member Annual Retainer $ 0 Board Meeting Fee (in person) $ 1,000 Board Meeting Fee (telephonic) $ 0 Committee Meeting Fee (in person) $ 0 Committee Meeting Fee (telephonic) $ 0 Non-employee directors are eligible to receive automatic option grants made under the Company's 2000 Non-Employee Director Plan and the Company's 2000 Equity Incentive Plan. Pursuant to these plans, each non-employee director is granted an option, referred to as an initial option, to purchase 20,000 shares of common stock automatically upon his or her initial election or appointment to the Board of Directors. Each non-employee director is also granted an option, referred to as an annual option, to purchase an additional 6,000 shares of common stock each year after his or her election or appointment to the Board of Directors. Prior to 2006, annual options were granted following the date of our annual meeting of stockholders. In 2006 and for future years, such option is granted on May 1. In either case, if any non-employee director has not served in that capacity for the entire period since the preceding grant date, then the number of shares subject to the annual grant will be reduced, pro rata, for each full quarter the director did not serve during the previous period. All such options expire after ten years and have an exercise price equal to the fair market value on the date of grant. All such options granted prior to February 2005, and all initial options granted thereafter, vest over four years at the rate of 1/48 of the total option shares per month. Annual options granted after February 2005 vest over two years at the rate of 1/24 of the total option shares per month. The Company's non-employee directors are also eligible to participate in the Company's 2000 Equity Incentive Plan on a discretionary basis. -----END PRIVACY-ENHANCED MESSAGE-----