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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ENDWAVE CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
29264A206
(CUSIP Number)
May 6, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO 29264A206
1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Potomac Capital Management LLC
13-3984298
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Limited Liability Company formed under the laws of the
State of New York
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 694,541 shares of common stock
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
694,541 shares of common stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
694,541 shares of common stock
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 7.60%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC; OO (Limited Liability Corporation)
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CUSIP NO 29264A206
1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Potomac Capital Management Inc.
13-3984786
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Corporation formed under the laws of the State of New York
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 854,945 shares of common stock
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
854,945 shares of common stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
854,945 shares of common stock
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 9.36%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC; CO
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CUSIP NO 29264A206
1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Paul J. Solit
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. NUMBER OF
NUMBER OF 5. SOLE VOTING POWER
SHARES 3,000
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 1,549,486
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
3,000
8. SHARED DISPOSITIVE POWER
1,549,486
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
The Reporting Person owns 1,552,486 shares of common stock.
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.96%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN; HC
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ITEM 1.
(a) NAME OF ISSUER
Endwave Corporation
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
130 Baytech Drive
San Jose, CA 95134
ITEM 2.
(a) NAME OF PERSON FILING
Potomac Capital Management LLC
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
825 Third Avenue
33rd Floor
New York, New York 10022
(c) CITIZENSHIP
Limited Liability Company formed under the laws of the State of
New York.
(a) NAME OF PERSON FILING
Potomac Capital Management Inc.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
825 Third Avenue
33rd Floor
New York, New York 10022
(a) NAME OF PERSON FILING
Paul J. Solit
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
c/o Potomac Capital Management LLC
825 Third Avenue
33rd Floor
New York, New York 10022
(c) CITIZENSHIP
U.S. Citizen
(d) TITLE OF CLASS OF SECURITIES
Common Stock, par value $0.001 per share
(e) CUSIP NUMBER
29264A206
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
(a) [ ] BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE
EXCHANGE ACT;
(b) [ ] BANK AS DEFINED IN SECTION 3(A)(6) OF THE EXCHANGE ACT;
(c) [ ] INSURANCE COMPANY AS DEFINED IN SECTION 3(A)(19) OF THE
EXCHANGE ACT;
(d) [ ] INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE
NVESTMENT COMPANY ACT;
(e) [ ] AN INVESTMENT ADVISER IN ACCORDANCE WITH RULE
13D-1(B)(1)(II)(E);
(f) [ ] AN EMPLOYEE BENEFIT PLAN OR ENDOWMENT FUND IN ACCORDANCE
WITH RULE 13D-1(B)(1)(II)(F);
(g) [ ] A PARENT HOLDING COMPANY OR CONTROL PERSON IN ACCORDANCE
WITH RULE 13D-1(B)(1)(II)(G);
(h) [ ] A SAVINGS ASSOCIATION AS DEFINED IN SECTION 3(B) OF THE
FEDERAL DEPOSIT INSURANCE ACT;
(i) [ ] A CHURCH PLAN THAT IS EXCLUDED FROM THE DEFINITION OF AN
INVESTMENT COMPANY UNDER SECTION 3(C)(14) OF THE INVESTMENT
COMPANY ACT;
(j) [ ] GROUP, IN ACCORDANCE WITH RULE 13D-1(B)(1)(II)(J).
ITEM 4. OWNERSHIP
PROVIDE THE FOLLOWING INFORMATION REGARDING THE AGGREGATE NUMBER AND PERCENTAGE
OF THE CLASS OF SECURITIES OF THE ISSUER IDENTIFIED IN ITEM 1.
POTOMAC CAPTIAL MANAGEMENT LLC
(a)AMOUNT BENEFICIALLY OWNED: 694,541 shares of common stock
(b)PERCENT OF CLASS: Approximately 7.60%
(c)NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 694,541shares of common stock
(iii)SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 0
(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF 694,541 shares of common stock
POTOMAC CAPITAL MANAGEMENT INC.
(a)AMOUNT BENEFICIALLY OWNED: 854,945 shares of common stock
(b)PERCENT OF CLASS: Approximately 9.36%
(c)NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 0
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 854,945 shares of common stock
(iii)SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 0
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
854,945 shares of common stock
PAUL J. SOLIT
(a)AMOUNT BENEFICIALLY OWNED: 1,552,486 shares of common stock
(b)PERCENT OF CLASS: Approximately 16.96%
(c)NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 3,000
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 1,549,486 shares of
common stock
(iii)SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 3,000
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF 1,549,486 shares of common stock
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this Statement is being filed to report the fact that as of the date hereof
the Reporting Persons have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSON
See Exhibit A attached hereto.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated this 19th day of May, 2008
POTOMAC CAPITAL MANAGEMENT LLC
By: /s/ Paul J. Solit
Paul J. Solit, Managing Member
POTOMAC CAPITAL MANAGEMENT INC.
By: /s/ Paul J. Solit
Paul J. Solit, President
PAUL J. SOLIT
By: /s/ Paul J. Solit
Paul J. Solit
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EXHIBIT INDEX
The following exhibits are filed with this report on Schedule 13G:
Exhibit A Identification of entities which acquired the shares which are the
subject of this report on Schedule 13G
Exhibit B Joint Filing Agreement dated May 19, 2008 among Potomac Capital
Management LLC, Potomac Capital Management, Inc. and Paul J. Solit
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