Endwave Corp - Current report filing (8-K)
December 21 2007 - 6:01AM
Edgar (US Regulatory)
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 20, 2007
ENDWAVE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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000-31635
(Commission File No.)
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95-4333817
(IRS Employer Identification No.)
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130 Baytech Drive
San Jose, California
(Address of principal executive offices)
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95134
(Zip Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Amendment of Wood River Settlement Agreement; Agreement to Acquire Shares held by Wood River
On December 20, 2007, Endwave Corporation (“Endwave”) executed an Amended and Restated
Settlement Agreement (the “Amended Settlement Agreement”) with the court-appointed receiver (the
“Receiver”) for Wood River Partners, L.P. and Wood River Partners Offshore, Ltd. (the “Wood River
Funds”) and Wood River Capital Management, L.L.C. and Wood River Associates, L.L.C. (together with
the Wood River Funds, the “Wood River Entities”), pursuant to which Endwave and the Receiver have
agreed to a revised settlement of Endwave’s claims against the Wood River Entities arising out of
the Wood River Entities’ accumulation of Endwave common stock.
The Amended Settlement Agreement provides that
Endwave, the Receiver and Wood River
Funds will enter into the stock purchase agreement attached as Exhibit B to the Settlement
Agreement (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, upon
satisfaction or waiver of the conditions to closing set forth therein, Endwave would acquire
2,502,247 shares of Endwave common stock held by the Wood River Entities (the “Stock Repurchase”).
The conditions to closing of the Stock Repurchase include the sale of the remaining 1,600,000
shares of Endwave common stock owned by the Wood River Funds (the “Remaining Shares”) to certain
investors (the “Investors”). The price per share to be paid by Endwave in the Stock Repurchase
will be the lower of (a) $6.83 and (b) the lowest price per share paid by the Investors, and will
be paid in cash. Endwave expects that the Stock Purchase Agreement
will be executed and delivered by the parties on December 21,
2007.
Pursuant to the Amended Settlement Agreement and the Stock Purchase Agreement, upon the the
consummation of the Stock Repurchase, (a) the Wood River Entities will reimburse Endwave for
$300,000 for professional expenses incurred by Endwave, (b) the Registration Rights Agreement,
dated as of May 23, 2007, between Endwave and the Receiver will terminate and be of no further
force and effect, and (c) the mutual releases of claims set forth in the Settlement Agreement will
become effective. In addition, pursuant to the Stock Purchase Agreement, we intend to grant a
consent to the Wood River Funds to effect the Stock Repurchase and to sell the Remaining Shares to
the Investors.
The
Settlement Agreement and Stock Purchase Agreement have been approved
by the United States District Court for the Southern District of New
York (the “Court”). In the event Court approval is vacated upon appeal, or the Stock Repurchase
is not consummated on or prior to January 4, 2008, the Amended Settlement Agreement and Stock
Purchase Agreement will be terminated and of no further force and effect, and the parties will be
restored to the status set forth in the preexisting Settlement Agreement and Registration Rights
Agreement as disclosed in Endwave’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 30, 2007.
The Amended Settlement Agreement and Stock Purchase Agreement are filed herewith and are
incorporated herein by reference. The foregoing is merely a summary of the terms of the agreements
and is qualified in its entirety by reference to the full versions of the agreements filed
herewith.
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Amendment of Registration Statement
The registration statement (File No. 333-144054) filed by Endwave pursuant to the Registration
Rights Agreement provides that the shares registered for resale thereby may be sold, among other
methods of sale, in block trades in which a broker or dealer engaged for such purpose will attempt
to sell the securities as agent but may position and resell a portion of the block as principal to
facilitate the transaction. The registration statement, including the plan of distribution
therein, is hereby amended to cover the sale of shares by the Wood River Funds to the Investors as
contemplated by the Stock Purchase Agreement in privately-negotiated transactions without the use
of a broker or dealer. This Current Report on Form 8-K is incorporated by reference in such
Registration Statement. In addition, Endwave intends to consent to such sales (as well as the sale
of Endwave’s common stock by the Wood River Funds to us) under the Registration Rights Agreement
and such registration statement is hereby amended to include and cover this manner of sale and
distribution (other than the sale of shares to Endwave).
On
December 21, 2007, Endwave announced the execution of the amended and restated settlement
agreement and the other matters described above via press release. Such press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
The discussion regarding the termination of the Registration Rights Agreement at the Closing
in Item 1.01 is incorporated herein by reference.
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
The discussions regarding
the termination of the
Registration Rights Agreement at the Closing in Item 1.01 is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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Exhibit No.
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Exhibit Title
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4.1
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Form of Stock Purchase Agreement proposed to be entered into between Endwave,
Wood River Partners, L.P., Wood River Partners Offshore, Ltd. and, for the
limited purpose set forth therein, Arthur J. Steinberg, solely in his capacity as
Receiver for Wood River Capital Management, L.L.C., Wood River Associates,
L.L.C., Wood River Partners, L.P. and Wood River Partners Offshore, Ltd. and not
in his individual capacity (the “Receiver”) (incorporated by reference to Exhibit
10.2 below).
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10.1
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Amended and Restated Settlement Agreement by and between Endwave and the Receiver.
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10.2
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Form of Stock Purchase Agreement proposed to be entered into between Endwave,
Wood River Partners, L.P., Wood River Partners Offshore, Ltd. and, for the
limited purpose set forth therein, the Receiver.
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99.1
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Press release, dated
December 21, 2007.
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3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Endwave has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ENDWAVE CORPORATION
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Dated: December 21, 2007
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By:
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/s/
Brett W. Wallace
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Brett W. Wallace
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Title:
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Executive Vice President and
Chief Financial Officer
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4
INDEX TO EXHIBITS
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Exhibit No.
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Exhibit Title
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4.1
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Form of Stock Purchase Agreement proposed to be
entered into between Endwave, Wood River Partners,
L.P., Wood River Partners Offshore, Ltd. and, for
the limited purpose set forth therein, Arthur J.
Steinberg, solely in his capacity as Receiver for
Wood River Capital Management, L.L.C., Wood River
Associates, L.L.C., Wood River Partners, L.P. and
Wood River Partners Offshore, Ltd. and not in his
individual capacity (the “Receiver”) (incorporated
by reference to Exhibit 10.2 below).
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10.1
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Amended and Restated Settlement Agreement by and
between Endwave and the Receiver.
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10.2
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Form of Stock Purchase Agreement proposed to be
entered into between Endwave, Wood River Partners,
L.P., Wood River Partners Offshore, Ltd. and, for
the limited purpose set forth therein, the Receiver.
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99.1
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Press release, dated
December 21, 2007.
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