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)

November 10, 2004

MAXWELL TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

Delaware	1-15477	95-2390133
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9244 Balboa Avenue San Diego, California	92123
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (858) 503-3300

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:

¨ 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 1.01. Entry into a Material Definitive Agreement

On November 10, 2004, the Company entered into an employment agreement with David H. Russian. Please refer to Item 5.02 of this Current Report on Form 8-K for a discussion of the material terms of such employment agreement.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(a) Not applicable.

(b) On November 10, 2004, Maxwell Technologies, Inc. (the “Company”) accepted the resignation of Tesfaye Hailemichael as Vice President, Finance, Chief Financial Officer and Treasurer.

(c) On November 10, 2004, the Company appointed David H. Russian as Vice President, Chief Financial Officer and Treasurer. Mr. Russian, 52, served as the Chief Financial Officer of General Magic, Inc., a Nasdaq-listed provider of voice infrastructure software, from June, 2001 through September, 2002. Prior to that position, Mr. Russian served from October, 1994 through September, 1996 as the Chief Financial Officer of Brooktree Corp., a Nasdaq-listed semiconductor manufacturer.

In connection with Mr. Russian’s appointment as Vice President, Chief Financial Officer and Treasurer, Mr. Russian has entered into an employment agreement with the Company. Pursuant to the terms of the employment agreement, Mr. Russian is to receive an annual base salary of $200,000. Mr. Russian is also eligible to receive certain bonus compensation and options to purchase shares of common stock of the Company. In the event of termination of Mr. Russian’s employment by the Company other than for Cause (as defined in the employment agreement), Mr. Russian is entitled to receive cash payments in an aggregate amount equal to one-half (1/2) of his annual base salary in effect as of the date of such termination. Upon a Change of Control (as defined in the employment agreement) of the Company, Mr. Russian may terminate his employment with the Company. Upon such a termination by Mr. Russian, he is entitled to receive cash payments in an aggregate amount equal to his annual base salary in effect as of the date of such termination, as well as to continuation of certain employee benefits for a period of six (6) months.

On November 12, 2004, the Company issued a press release announcing the events discussed in this Item 5.01. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits.     The following exhibits are filed herewith:

Exhibit Number	Document
99.1	Press release issued by Maxwell Technologies, Inc. on November 12, 2004

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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.

	MAXWELL TECHNOLOGIES, INC.
Date: November 12, 2004	By:	/s/ Richard D. Balanson
		Richard D. Balanson
		President and Chief Executive Officer

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MAXWELL TECHNOLOGIES, INC.

Exhibit Index to Current Report on Form 8-K

Exhibit Number	Description
99.1	Press release issued by Maxwell Technologies, Inc. on November 12, 2004

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EX-99.1

EXHIBIT 99.1

NEWS RELEASE

For Immediate Release	Contact:   Michael Sund
November 12, 2004	(858) 503-3233

MAXWELL TECHNOLOGIES APPOINTS DAVID RUSSIAN

VICE PRESIDENT, CHIEF FINANCIAL OFFICER & TREASURER

SAN DIEGO, Calif. — Maxwell Technologies, Inc. (Nasdaq: MXWL) has appointed David H. Russian vice president, chief financial officer and treasurer, replacing Tesfaye Hailemichael, who is leaving the company to pursue other interests.

Russian, 52, most recently was chief financial officer (CFO) of General Magic, Inc., a Nasdaq-listed provider of voice infrastructure software. Previously, he was CFO of Brooktree Corp., a Nasdaq-listed semiconductor manufacturer that was acquired by Rockwell International in 1996, and before that was CFO of WordStar International Inc., a Nasdaq-listed developer and marketer of software products that was acquired in 1993.

During the 1980s, Russian was vice president, controller and treasurer of Ashton Tate, one of the fastest growing software companies in the U.S., and the third largest microcomputer software company in the world. During his 30-year business career he also has held various other executive financial positions with private firms, primarily assisting them in obtaining capital and starting up operations. He became a Certified Public Accountant while working for Price Waterhouse from 1974 to 1978.

“David is a seasoned, hands-on, financial and operational executive who has been instrumental in building and rebuilding several companies,” said Dr. Richard Balanson, Maxwell’s president and chief executive officer. “His leadership qualities and extensive experience in corporate finance, internal controls and multi-national operations will be great assets as Maxwell continues to expand its core businesses globally.

“We also want to acknowledge Tesfaye Hailemichael’s significant contributions in rebuilding Maxwell’s finance organization and strengthening our processes and controls over the past year, and we wish him well in his future endeavors,” Balanson said.

Maxwell is a leading developer and manufacturer of innovative, cost-effective energy storage and power delivery solutions. Our BOOSTCAP^® ultracapacitor cells and multi-cell modules and POWERCACHE^® backup power systems provide safe and reliable power solutions for applications in consumer and industrial electronics, transportation and telecommunications. Our CONDIS^® high-voltage grading and coupling capacitors help to ensure the safety and reliability of electric utility infrastructure and other applications involving transport, distribution and measurement of high-voltage electrical energy. Our radiation-mitigated microelectronic products include power modules, memory modules and single board computers that incorporate powerful commercial silicon for superior performance and high reliability in aerospace applications. For more information, please visit our website: www.maxwell.com.

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