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)

March 15, 2005

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 2.02. Results of Operations and Financial Condition.

On March 18, 2005, Maxwell Technologies, Inc. (the “Company”) issued a press release announcing an update of its earlier released estimate of financial results for the three-month period ended December 31, 2004. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This update of the Company’s earlier released estimate of financial results, set forth on the Company’s Current Report on Form 8-K dated February 24, 2005, relates to an additional book provision of approximately $700,000 for the phase-out of a Swiss tax holiday that ends in 2005, which will increase the amount of net loss that will be reported for the quarter ended December 31, 2004, to approximately $5.1 million.

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On March 15, 2005, management and the Company’s Board of Directors concluded that the previously issued consolidated financial statements for the year ended December 31, 2002 (the “2002 Financial Statements”) contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 should not be relied upon because of an error in the 2002 Financial Statements.

The decision to restate the 2002 Financial Statements was made by the Company’s Board of Directors (the “Board of Directors”) upon the recommendation of the Company’s management and the Audit Committee of the Board of Directors (the “Audit Committee”), after consultation with McGladrey & Pullen, LLP, the Company’s independent registered public accounting firm.

As a result, on March 18, 2005, the Company issued a press release announcing that it expects to restate the 2002 Financial Statements to reflect an increase in net loss of approximately $1.9 million. The correction will have no net impact on stockholders’ equity or cash flows used in continuing operations and is not anticipated to have a material impact on the Company’s audited consolidated financial statements for the years ended December 31, 2003 and December 31, 2004. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The decision to restate the 2002 Financial Statements was made in connection with a review of certain stock-based compensation charges arising from the Company’s April 2002 repurchase of minority interests in and merger of the Company’s I-Bus/Phoenix, Inc. and Electronic Components Group subsidiaries into the Company.

As a part of these transactions, the Company exchanged all outstanding vested and unvested options to purchase shares of common sock of these subsidiaries for options to acquire shares of the Company. As a result, options to purchase 982,761 shares of I-Bus/Phoenix common stock and 302,505 shares of Electronic Components Group were converted in the respective mergers into options to purchase 393,104 and

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127,052 shares of the Company’s common stock, respectively. Based on the weighted-average exercise prices of the modified options ($7.98 and $5.01, respectively), stock-based compensation expense totaling $1,921,000 was recorded in connection with the assumption and exchange of vested subsidiary stock options based on the difference between the fair market value of the Company’s common stock on the respective merger date and the exercise price of the modified stock option. In connection with these mergers any unvested stock options issued by these subsidiaries were forfeited prior to vesting.

The Company has not been advised by, or received notice from, McGladrey & Pullen, LLP, its independent registered public accountants for the fiscal year ended December 31, 2004, or from Ernst & Young, LLP, its independent registered public accountants for the fiscal year ended December 31, 2002, that the restatement of the 2002 Financial Statements was required, or that any of their respective previously issued audit reports should not be relied upon. Instead, the Board of Directors, in consultation with the Audit Committee and the Company’s management, made the decision to restate the 2002 Financial Statements independent of the findings of McGladrey & Pullen, LLP and Ernst & Young, LLP.

Item 8.01. Other Events.

On March 18, 2005, the Company issued a press release announcing that it had delayed the filing of its Annual Report on Form 10-K for the year ended December 31, 2004 and had filed a Notification of Late Filing on Form 12b-25. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits. The following exhibit is filed herewith:

Exhibit Number	Document
99.1	Press Release issued by Maxwell Technologies, Inc. on March 18, 2005.

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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: March 18, 2005	By:	/s/ David H. Russian
		David H. Russian
		Chief Financial 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 March 18, 2005.

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EX-99.1

EXHIBIT 99.1

NEWS RELEASE

For Immediate Release	Contact:	Michael Sund
March 18, 2005		(858) 503-3233

MAXWELL TECHNOLOGIES FILES TO EXTEND FORM 10-K FILING DEADLINE;

ACCOUNTING ADJUSTMENTS REQUIRE RESTATEMENT OF FY2002 RESULTS

Additional Provision for Phase-Out of Swiss Tax Holiday Increases Q4 Net Loss to $5.1 Million

SAN DIEGO, Calif. — Maxwell Technologies, Inc. (Nasdaq: MXWL) filed yesterday with the Securities and Exchange Commission for a 15-day extension of the March 16, 2005 deadline for filing its Annual Report on Form 10-K to provide sufficient time to complete restatement of its consolidated financial statements for fiscal year 2002, to reflect an accounting adjustment related to stock based compensation arising from the merger of subsidiaries into the parent company.

The restatement does not affect the company’s consolidated statements of operations for 2003 or 2004. The company expects to file its Form 10-K within the 15-day extension period.

The company also has filed a Current Report on Form 8-K to update its estimate of the net loss it will report for the three months ended December 31, 2004, and to report on the facts and circumstances upon which it based its decision to restate 2002 results.

David Russian, Maxwell’s chief financial officer said that the company now expects to record a net loss of approximately $5.1 million for the fourth quarter of 2004, reflecting an additional book provision of approximately $700,000 for the phase-out of a Swiss tax holiday that ends in 2005. In a news release issued on February 24, 2005, the company estimated that its net loss for the fourth quarter of 2004 would be in the range of $4.0 to $4.8 million. Revenue for fourth quarter still is expected to total $8.5 million, a 27 percent sequential increase from the third quarter ended September 30, 2004.

This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and other expressions of management’s belief or opinion that reflect its current understanding or belief with respect to such matters. Such statements include, without limitation, estimates of revenue and charges for the phase-out of a Swiss tax holiday, which are unaudited and subject to change. These estimates and projections and the company’s business prospects in general are subject to numerous risks and uncertainties, including the fact that the company has a history of losses, may not be able to achieve or maintain profitability, and may not be able to obtain sufficient capital to meet customer demand or other corporate needs. In addition, we are undergoing government audits of two businesses sold or discontinued in 2001, and cannot provide assurances that documentation we have provided will be sufficient to avoid significant liabilities arising from those audits. Other risks and uncertainties involve development and acceptance of products based on new technologies, demand for original equipment manufacturers’ products reaching anticipated levels, general economic conditions in the markets served by the company’s products, cost-effective manufacturing of new products, and the impact of competitive products and pricing, and risks and uncertainties involved in foreign operations, including the impact of currency fluctuations. Future changes in accounting standards or practices may adversely affect our revenue or expenses, and compliance with government regulations may result in additional expenses. We may also be subject to product liability or warranty claims, with which we have limited historical experience. These and other risks are detailed from time-to-time in the Company’s SEC reports, including the report on Form 10-K for the fiscal year ended December 31, 2003. Actual results may differ materially from those projected. These forward-looking statements represent management’s opinions and beliefs as of the date of this news release. The Company disclaims any intent or obligation to update these forward-looking statements to reflect events or circumstances that may arise after the date of this release.

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