- Current report filing (8-K)
May 06 2009 - 5:24PM
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): April 30, 2009
ENDWAVE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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000-31635
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95-4333817
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(Commission File No.)
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(IRS Employer Identification No.)
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130 Baytech Drive
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San Jose, California
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95134
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(Address of principal executive offices)
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(Zip Code)
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(408) 522-3100
(Registrants telephone number, including area code)
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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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 30, 2009, Endwave Corporation (Endwave) entered into an Asset Purchase Agreement
(the Purchase Agreement) with Microsemi Corporation (Microsemi), pursuant to which Microsemi
purchased Endwaves defense and security business (the Business), including all of the
outstanding capital stock of Endwave Defense Systems, Inc. (EDSI). As consideration, Microsemi
assumed certain liabilities associated exclusively with the Business and paid $28 million in cash.
The Purchase Agreement contains standard representations and warranties as to the Business that
survive for two years following closing. In connection with the transaction, Endwave entered into
an indemnification agreement pursuant to which Endwave agreed to indemnify Microsemi for
environmental, product liability and IP infringement claims related to Endwaves operation of the
Business prior to the closing date, as well as for any other excluded liability, and Microsemi
agreed to indemnify Endwave for any claim related to the operation of the Business following the
closing date and for any other assumed liability, subject in some cases to a customary deductible
and limitation on maximum damages.
Concurrently with the closing of the acquisition, Endwave entered into a transition services
agreement and an employee transition services agreement with Microsemi pursuant to which Endwave
will provide to Microsemi for a limited period of time certain transitional services, including
human resources, information technology and product supply services.
The foregoing description of the Purchase Agreement and related transactions does not purport
to be complete and is qualified in its entirety by reference to the full copies of the transaction
documents, which will be filed as exhibits to Endwaves Quarterly Report on Form 10-Q for the
quarter ended June 30, 2009.
A copy of the press release containing Endwaves announcement of the sale is filed herewith as
Exhibit 99.1.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On April 30, 2009, Endwave completed the sale of the Business to Microsemi. The description
of such transaction in Item 1.01 of this Current Report on Form 8-K is incorporated herein by
reference.
ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
In connection with the sale of the Business, Endwave expects to make cash payments of
approximately $640,000 related to the payout of accrued vacation to departing employees.
Approximately 130 employees will be leaving Endwave and are expected to join Microsemi.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(b)
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Pro forma financial information:
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Reference is made to Exhibit 99.2, which is incorporated herein by reference.
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(d)
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Exhibits:
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Exhibit No.
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Exhibit Title
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99.1
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Press Release dated April 30, 2009.
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99.2
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Unaudited Pro Forma Condensed Consolidated Financial
Information as of and for the year ended December 31, 2008.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company 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: May 6, 2009
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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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INDEX TO EXHIBITS
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Exhibit No.
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Exhibit Title
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99.1
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Press Release dated April 30, 2009.
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99.2
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Unaudited Pro Forma Condensed Consolidated Financial
Information as of and for the year ended December 31, 2008.
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