8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

October 30, 2007

MAXWELL TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-15477	95-2390133
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

9244 Balboa Avenue

San Diego, California 92133

(Addresses of principal executive offices, including zip code)

(858) 503-3300

(Registrant’s telephone number, including area code)

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 2.02.  Results of Operations and Financial Condition.

On October 30, 2007, Maxwell Technologies, Inc. (the “Company”) issued a press release announcing the Company’s results for the three month period ended September 30, 2007. A copy of this press release is attached hereto as Exhibit 99.1.

This information and the exhibits hereto are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
Exhibit 99.1	Press release issued by Maxwell Technologies, Inc. on October 30, 2007

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.
By:	/s/ David S. Schramm
	David S. Schramm Chief Executive Officer

Date: October 30, 2007

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Maxwell Technologies, Inc. on October 30, 2007

EX-99.1

Exhibit 99.1

NEWS RELEASE

For Immediate Release	Contact:	Michael Sund
October 30, 2007		(858) 503-3233

MAXWELL TECHNOLOGIES REPORTS THIRD QUARTER FINANCIAL RESULTS

Ultracapacitor Revenue Increases 28% Sequentially; Offshore Manufacturing Boosts Gross Margin

CONFERENCE CALL & WEBCAST AT 5 P.M. (EDT) TODAY, OCTOBER 30, 2007 – DETAILS BELOW

SAN DIEGO, Calif. — Maxwell Technologies, Inc. (Nasdaq: MXWL) today reported a net loss of $2.6 million or $0.13 per share, on revenue of $14.2 million for its third quarter ended September 30, 2007. That compares with a net loss of $5.4 million, or $0.31 per share, on revenue of $14.0 million for the same period in 2006. The year-to-year net loss comparison is affected by a positive swing of $2.1 million, or $0.11 per share, in calculated fair value of warrants and conversion features of convertible debentures.

BOOSTCAP^® ultracapacitor revenue increased 28 percent sequentially, from $3.9 million in Q207 to $5.0 million in Q307, and the ongoing transition to lower cost offshore ultracapacitor assembly contributed to an increase in overall gross margin from 20 percent in Q207 to 24 percent in Q307. David Schramm, Maxwell’s president and chief executive officer, said that sales growth and overall gross margin improvement are expected to continue in the fourth quarter.

“The primary near-term revenue drivers for our BOOSTCAP products continue to be wind turbine pitch systems, industrial applications, including automated utility meters and power quality and backup power for telecommunications, and heavy transportation, including hybrid and electric buses and trucks and electric rail vehicles,” Schramm said. “Longer term, we continue to believe that automotive applications – both in managing increasing demands on the electrical system and in various hybrid vehicle configurations — represent the largest market opportunity for ultracapacitors, and we continue to devote significant energy and resources to collaborative development programs with automakers and Tier 1 automotive suppliers.”

Schramm noted that the company’s high voltage capacitor and microelectronics product revenue continued to be in line with expectations, combining for sales of $9.2 million in Q307. Other significant recent developments include:

• Announcement of a contract with Mercedes Car Group to design and produce ultracapacitors for an advanced engineering hybrid-electric drive train program incorporating a braking energy recuperation system that enables it to increase fuel efficiency and reduce emissions.

• Announcement of a $3 million contract with Astrium Satellites for space-qualified single board computers for the European Space Agency’s “Gaia” astronomy mission.

• Selection of Maxwell’s BOOSTCAP ultracapacitors for short-duration bridge power in Dantherm Power’s fuel cell-based uninterruptible power supply (UPS) system for telecommunications and fiber broadband facilities.

“These new supply agreements reflect the progress our direct sales force and our growing network of distribution partners are making in educating the design community, developing new markets and broadening and diversifying our customer base,” Schramm said. “We are also very pleased with the progress of the transition to offshore assembly for large cell BOOSTCAP products. In addition to providing immediate cost benefits, our contract manufacturing relationship in China gives us the capability to rapidly expand production to meet increasing demand.”

Cash, restricted cash and investments in marketable securities totaled $17.7 million as of September 30, 2007, compared with $21.3 million as of June 30, 2007, and the company subsequently raised approximately $15.3 million, after fees and expenses, through the sale of approximately 1.5 million shares of common stock, which closed on October 15. Complete financial statements will be available within the next few days with the filing of the company’s Quarterly Report on Form 10-Q with the Securities & Exchange Commission.

-more-

MAXWELL REPORTS THIRD QUARTER FINANCIAL RESULTS

Management will conduct a conference call and simultaneous webcast to discuss third quarter financial results and the outlook for the balance of the year at 5 p.m. (EDT) today. The call may be accessed by dialing toll-free, (800) 895-0231 from the U.S. and Canada, or (785) 424-1054 for international callers. The webcast may be accessed in the Calendar section the company’s web site via the following link: http://www.maxwell.com/investors/index.asp, and a subsequent replay will be available in the Presentations archive for approximately 90 days.

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 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.

Forward-Looking Statements - Statements in this news release that are “forward-looking statements” are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors such as:

• the company’s history of losses and uncertainty about its ability to achieve or maintain profitability, or to obtain sufficient capital to finance its operations;

• 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 and the success of outsourced manufacturing;

• the impact of competitive products and pricing;

• risks and uncertainties involved in foreign operations, including the impact of currency fluctuations;

• product liability or warranty claims in excess of our reserves.

For further information regarding risks and uncertainties associated with Maxwell’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of our SEC filings, including, but not limited to, our annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting Maxwell’s investor relations department at (858) 503-3434 or at our investor relations website: http://www.maxwell.com/investors/sec-filing.asp. All information in this release is as of October 30, 2007. The company undertakes no duty to update any forward-looking statement to reflect actual results or changes in the company’s expectations.

# # #

MAXWELL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Revenues:
Products	$	14,218		$	13,517		$	39,843		$	37,636
License fees		—			494			553			1,109
Total revenues		14,218			14,011			40,396			38,745
Cost of sales		10,872			11,271			30,945			30,132
Gross profit		3,346			2,740			9,451			8,613
Operating expenses (income):
Selling, general and administrative		4,128			4,264			14,201			12,439
Research and development		2,637			2,427			8,548			7,017
Amortization of other intangibles		64			19			148			57
Loss (gain) on disposal of property and equipment		—			—			52			(66	)
Total operating expenses		6,829			6,710			22,949			19,447
Loss from operations		(3,483	)		(3,970	)		(13,498	)		(10,834	)
Interest expense, net		(295	)		(156	)		(924	)		(227	)
Amortization of debt discount and prepaid costs		(904	)		(904	)		(2,712	)		(2,712	)
Gain (loss) on embedded derivatives and warrants		2,120			50			2,193			(3,050	)
Other income (expense), net		217			(2	)		422			(100	)
Loss from continuing operations before income taxes		(2,345	)		(4,982	)		(14,519	)		(16,923	)
Income tax provision		266			13			108			177
Loss from continuing operations		(2,611	)		(4,995	)		(14,627	)		(17,100	)
Discontinued operations:
Loss from discontinued operations, net of tax		—			(361	)		—			(28	)
Net loss	$	(2,611	)	$	(5,356	)	$	(14,627	)	$	(17,128	)
Net loss per common share - basic and diluted:
Loss from continuing operations	$	(0.13	)	$	(0.29	)	$	(0.82	)	$	(1.01	)
Loss from discontinued operations, net of tax		—			(0.02	)		—			—
Net loss per common share	$	(0.13	)	$	(0.31	)	$	(0.82	)	$	(1.01	)
Shares used in computing net loss per common share - basic and diluted		18,488			16,981			17,774			16,822

MAXWELL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(Unaudited)

	September 30, 2007			December 31, 2006
ASSETS
Current assets:
Cash and cash equivalents	$	9,693		$	8,159
Investments in marketable securities		—			3,228
Trade and other accounts receivable, net		13,466			9,749
Inventories, net		14,807			14,894
Prepaid expenses and other current assets		1,521			1,596
Total current assets		39,487			37,626
Property and equipment, net		14,525			13,621
Other intangible assets, net		2,947			1,395
Goodwill		20,590			19,786
Prepaid pension asset		11,368			10,371
Restricted cash		8,000			8,000
Other non-current assets		525			870
	$	97,442		$	91,669
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	10,211		$	9,383
Accrued warranty		682			795
Accrued employee compensation		2,455			2,543
Short-term borrowings and current portion of long-term debt		16,405			5,688
Deferred tax liability - current portion		392			392
Net liabilities of discontinued operations		—			63
Total current liabilities		30,145			18,864
Deferred tax liability, long-term		2,156			2,545
Convertible debentures and long-term debt, excluding current portion		14,613			22,527
Stock warrants		1,231			1,850
Other long-term liabilites		428			—
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.10 par value per share, 40,000 shares authorized; 18,856 and 17,261 shares issued and outstanding at September 30, 2007 and December 31, 2006, respectively		1,886			1,726
Additional paid-in capital		156,799			141,294
Accumulated deficit		(118,963	)		(104,361	)
Accumulated other comprehensive income		9,147			7,224
Total stockholders’ equity		48,869			45,883
	$	97,442		$	91,669