- Post-Effective Amendment to an S-8 filing (S-8 POS)
18 June 2011 - 7:26AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 17, 2011
Registration No. 333-49012
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-49012
UNDER
THE SECURITIES ACT OF 1933
Endwave
Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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95-4333817
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(State or Other Jurisdiction
of Incorporation)
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(I.R.S. Employer
Identification No.)
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130 Baytech Drive
San Jose, CA 95134
(Address of Principal Executive Offices)
(408) 522-3100
(Registrants telephone number, including area code)
ENDWAVE CORPORATION
1992 STOCK OPTION PLAN
2000 EQUITY INCENTIVE PLAN
2000 NON-EMPLOYEE DIRECTORS PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Avi Katz
President, Chief Executive Officer & Chairman of the Board
Endwave Corporation
130 Baytech Drive
San Jose, CA 95134
(408) 522-3100
(Name, address, and telephone number, including area code, of Agent for Service)
Copies to:
Mavis Yee, Esq.
Nixon Peabody LLP
2 Palo Alto Square
3000 El Camino Real, Suite 500
Palo Alto, CA 94306
(650) 320-7700
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to Registration Statement (File No. 333-49012) on Form S-8 (the
Registration
Statement
), filed with the Securities and Exchange Commission on October 31, 2000, pertaining to the registration of 8,936,313 shares of the common stock of Endwave Corporation (the
Registrant
) issuable
under the Registrants 1992 Stock Option Plan, 2000 Equity Incentive Plan, 2000 Non-Employee Directors Stock Option Plan and 2000 Employee Stock Purchase Plan.
On June 17, 2011, pursuant to an Agreement and Plan of Merger dated as of February 4, 2011 by and among the Registrant, GigOptix, Inc., a Delaware corporation
(
GigOptix
) and Aerie Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of GigOptix (
Merger Sub
) (the
Merger Agreement
), Merger Sub merged with
and into Registrant, with Registrant being the surviving entity (the
Merger
).
As a result of the
Merger, the Registrant has terminated all offerings of the Registrants securities pursuant to the above referenced Registration Statement. Accordingly, pursuant to the undertakings contained in such Registration Statement to remove from
registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering, the Registrant is filing this post-effective amendment to the Registration Statement to deregister
all the shares of the Registrants common stock registered and reserved for issuance under such Registration Statement which remained unissued as of the Effective Time.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing an amendment on Form S-8
and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on June 17, 2011.
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E
NDWAVE
C
ORPORATION
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/s/ Avi Katz
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By:
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Avi Katz
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Avi Katz
Avi Katz
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President and Chief
Executive Officer,
Chairman of the Board
(
Principal Executive
Officer
)
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June 17, 2011
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/s/ Curt Sacks
Curt Sacks
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Chief Financial Officer
(
Principal Financial and
Accounting Officer)
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June 17, 2011
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