- Statement of Beneficial Ownership (SC 13D)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  ) 1

Endwave Corporation

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

29264A 20 6

(CUSIP Number)

 

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

[phone]

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 23, 2011

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .

Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.   See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1               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 ).

 

 

 

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CUSIP NO. 29264A 20 6

 

1	NAME OF REPORTING PERSON   STEEL PARTNERS II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   644,988
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   644,988
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   644,988
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.6%
14	TYPE OF REPORTING PERSON   PN

 

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CUSIP NO. 29264A 20 6

 

1	NAME OF REPORTING PERSON   STEEL PARTNERS HOLDINGS L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   644,988
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   644,988
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   644,988
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.6%
14	TYPE OF REPORTING PERSON   PN

 

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CUSIP NO. 29264A 20 6

 

1	NAME OF REPORTING PERSON   STEEL PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   644,988
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   644,988
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   644,988
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.6%
14	TYPE OF REPORTING PERSON   OO

 

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CUSIP NO. 29264A 20 6

 

1	NAME OF REPORTING PERSON   WARREN G. LICHTENSTEIN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   644,988
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   644,988
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   644,988
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.6%
14	TYPE OF REPORTING PERSON   IN

 

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CUSIP NO. 29264A 20 6

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.

Security and Issuer.

 

This statement relates to the Common Stock, $0.001 par value per share (the “Shares”), of Endwave Corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 130 Baytech Drive, San Jose, CA 95134.

 

Item 2.

Identity and Background.

 

(a)           This statement is filed by Steel Partners II, L.P., a Delaware limited partnership (“Steel Partners II”), Steel Partners Holdings L.P., a Delaware limited partnership (“Steel Holdings”), Steel Partners LLC, a Delaware limited liability company (“Partners LLC”) and Warren G. Lichtenstein.  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

Steel Holdings is the sole limited partner of Steel Partners II.  Partners LLC is the manager of Steel Partners II and Steel Holdings and has been delegated the sole power to vote and dispose of the securities held by Steel Partners II and Steel Holdings.  Warren G. Lichtenstein is the manager of Partners LLC.  By virtue of these relationships, each of Steel Holdings, Partners LLC and Mr. Lichtenstein may be deemed to beneficially own the Shares owned by Steel Partners II.

 

Set forth on Schedule A annexed hereto is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of (i) Steel Partners II GP LLC (“Steel Partners GP”), the general partner of Steel Partners II, (ii) Steel Partners Holdings GP Inc. (“Steel Holdings GP”), the general partner of Steel Holdings, (iii) the executive officers of Partners LLC, (iv) the executive officers of Steel Partners GP, and (v) the executive officers and directors of Steel Holdings GP.  To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons or entities listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

 

(b)           The principal business address of each of the Reporting Persons is 590 Madison Avenue, 32nd Floor, New York, New York 10022.

 

(c)           Steel Holdings is a global diversified holding company that engages or has interests in a variety of operating businesses through its subsidiary companies.  Steel Holdings may seek to obtain majority or primary control, board representation or other significant influence over the portfolio companies in which it holds an interest.  The principal business of Steel Partners II is holding securities for the account of Steel Holdings.  The principal business of Partners LLC is serving as the manager of Steel Partners II and Steel Holdings.  The principal occupation of Warren G. Lichtenstein is serving as the manager of Partners LLC.

 

(d)           No Reporting Person nor any person or entity listed on Schedule A annexed hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)           No Reporting Person nor any person or entity listed on Schedule A annexed hereto has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

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CUSIP NO. 29264A 20 6

 

(f)           Each of the individuals who are Reporting Persons or listed on Schedule A are citizens of the United States of America.  Each of the entities who are Reporting Persons or listed on Schedule A are organized under the laws of the State of Delaware.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

The aggregate purchase price of the 644,988 Shares owned directly by Steel Partners II is approximately $1,801,021, including brokerage commissions.  The Shares owned directly by Steel Partners II were acquired with partnership funds.

 

Steel Partners II effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

 

Item 4.

Purpose of Transaction.

 

The Reporting Persons originally purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

 

Based upon their initial review of the proposed merger of Aerie Acquisition Corporation, a wholly-owned subsidiary of GigOptix, Inc., with and into the Issuer (the “Merger”), the Reporting Persons have significant and serious concerns regarding the Merger.  In particular, the Reporting Persons are concerned with the adequacy of the Merger consideration in light of the Merger’s potential to cause an annual limitation on the utilization of the Issuer’s significant net operating loss carryforward.

 

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, deciding how they wish to vote on the Merger, communicating with shareholders, management and the Board of Directors of the Issuer concerning the Merger and potential alternative transactions, engaging in discussions with third parties about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

 

 

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CUSIP NO. 29264A 20 6

 

Item 5.

Interest in Securities of the Issuer.

 

(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 9,832,684 Shares outstanding, which is the total number of Shares outstanding as of January 31, 2011 as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2011.

 

As of the close of business on March 4, 2011, Steel Partners II owned directly 644,988 Shares, constituting approximately 6.6% of the Shares outstanding.  By virtue of their relationships with Steel Partners II discussed in further detail in Item 2, each of Steel Holdings, Partners LLC and Warren G. Lichtenstein may be deemed to beneficially own the Shares owned by Steel Partners II.

 

(b)           Each of the Reporting Persons may be deemed to have the sole power to vote and dispose of the Shares reported in this Schedule 13D.

 

(c)           Schedule B annexed hereto lists all transactions in the Shares by the Reporting Persons during the past sixty days.  All of such transactions were effected in the open market.

 

(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

 

(e)           Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments thereto.

 

Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

 

Item 7.

Material to be Filed as Exhibits.

 

99.1

Joint Filing Agreement by and among Steel Partners II, L.P, Steel Partners Holdings L.P., Steel Partners LLC and Warren G. Lichtenstein, dated March 7, 2011.

 

99.2

Powers of Attorney.

 

 

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CUSIP NO. 29264A 20 6

 

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: March 7, 2011	STEEL PARTNERS II, L.P.
	By:	Steel Partners II GP LLC General Partner
	By:	/s/ Sanford Antignas
		Sanford Antignas Chief Operating Officer

	STEEL PARTNERS HOLDINGS L.P.
	By:	Steel Partners Holdings GP Inc. General Partner
	By:	/s/ Sanford Antignas
		Sanford Antignas Chief Operating Officer

	STEEL PARTNERS LLC
	By:	/s/ Sanford Antignas
		Sanford Antignas Chief Operating Officer

	/s/ Sanford Antignas
	SANFORD ANTIGNAS as Attorney-In-Fact for Warren G. Lichtenstein

 

 

 

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CUSIP NO. 29264A 20 6

 

SCHEDULE A

 

General Partner of Steel Partners II, L.P.

 

Name		Present Principal Business		Business Address
Steel Partners II GP LLC		General Partner of Steel Partners II, L.P.		590 Madison Avenue, 32 nd Floor New York, NY 10022

 

General Partner of Steel Partners Holdings L.P.

 

Name		Present Principal Business		Business Address
Steel Partners Holdings GP Inc.		General Partner of Steel Partners Holdings L.P.		590 Madison Avenue, 32 nd Floor New York, NY 10022

 

Executive Officers of Steel Partners LLC

 

Name and Position		Present Principal Occupation		Business Address
Warren G. Lichtenstein, Chairman and Chief Executive Officer		Chairman and Chief Executive Officer of Steel Partners LLC, a global management firm		c/o Steel Partners LLC 590 Madison Avenue, 32 nd Floor New York, NY 10022
Jack L. Howard, President		President of Steel Partners LLC, a global management firm, and a principal of Mutual Securities, Inc., a registered broker dealer		c/o Steel Partners LLC 590 Madison Avenue, 32 nd Floor New York, NY 10022
Sanford Antignas, Managing Director, Chief Operating Officer and Secretary		Managing Director, Chief Operating Officer and Secretary of Steel Partners LLC, a global management firm		c/o Steel Partners LLC 590 Madison Avenue, 32 nd Floor New York, NY 10022
Michael Falk, Vice President, Chief Financial Officer, Treasurer and Assistant Secretary		Vice President, Chief Financial Officer, Treasurer  and Assistant Secretary of Steel Partners LLC, a global management firm		c/o Steel Partners LLC 590 Madison Avenue, 32 nd Floor New York, NY 10022

 

 

 

 

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CUSIP NO. 29264A 20 6

 

Executive Officers of Steel Partners II GP LLC

 

Name and Position		Present Principal Occupation		Business Address
Warren G. Lichtenstein, Chairman and Chief Executive Officer		Chairman and Chief Executive Officer of Steel Partners LLC, a global management firm		c/o Steel Partners LLC 590 Madison Avenue, 32 nd Floor New York, NY 10022
Jack L. Howard, President		President of Steel Partners LLC, a global management firm, and a principal of Mutual Securities, Inc., a registered broker dealer		c/o Steel Partners LLC 590 Madison Avenue, 32 nd Floor New York, NY 10022
Sanford Antignas, Managing Director, Chief Operating Officer and Secretary		Managing Director, Chief Operating Officer and Secretary of Steel Partners LLC, a global management firm		c/o Steel Partners LLC 590 Madison Avenue, 32 nd Floor New York, NY 10022

 

Executive Officers and Directors of Steel Partners Holdings GP Inc.

 

Name and Position		Present Principal Occupation		Business Address
Warren G. Lichtenstein, Chairman, Chief Executive Officer and Director		Chairman and Chief Executive Officer of Steel Partners LLC, a global management firm		c/o Steel Partners LLC 590 Madison Avenue, 32 nd Floor New York, NY 10022
Jack L. Howard, President		President of Steel Partners LLC, a global management firm, and a principal of Mutual Securities, Inc., a registered broker dealer		c/o Steel Partners LLC 590 Madison Avenue, 32 nd Floor New York, NY 10022
Sanford Antignas, Chief Operating Officer, Secretary and Director		Managing Director, Chief Operating Officer and Secretary of Steel Partners LLC, a global management firm		c/o Steel Partners LLC 590 Madison Avenue, 32 nd Floor New York, NY 10022
Anthony Bergamo, Director		Vice Chairman of MB Real Estate, a property management company		c/o MB Real Estate 335 Madison Avenue, 14 th Floor New York, NY 10017
John P. McNiff, Director		Partner of Mera Capital Management LP, a private investment partnership		c/o Mera Capital Management LP 161 Washington Street, Suite 1560 Conshohocken, PA 19428
Joseph L. Mullen, Director		Managing Partner of Li Moran International, Inc., a management consulting company		c/o Li Moran International 611 Broadway, Suite 722 New York, NY 10012
General Richard I. Neal, Director		President of Audio MPEG, Inc., a licensor of intellectual property		c/o Audio MPEG, Inc. 66 Canal Center Plaza, Suite 750 Alexandria, VA 22314
Allan R. Tessler, Director		Chairman and Chief Executive Officer of International Financial Group, Inc., an international merchant banking firm		c/o International Financial Group, Inc. 2500 North Moose Wilson Road Wilson, WY 83014

 

 

 

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CUSIP NO. 29264A 20 6

 

SCHEDULE B

 

 

Transactions in the Shares During the Past Sixty Days

 

Class of Security	Securities Purchased		Price ($)	Date of Purchase
STEEL PARTNERS II, L.P.
Common Stock	386,255		2.7800	02/16/11
Common Stock	1,500		2.7907	02/16/11
Common Stock	25,100		2.8475	02/17/11
Common Stock	18,437		2.8483	02/18/11
Common Stock	23,700		2.8500	02/22/11
Common Stock	36,025		2.8025	02/23/11
Common Stock	11,200		2.8444	02/24/11
Common Stock	22,400		2.6020	02/25/11
Common Stock	50,000		2.7662	02/25/11
Common Stock	16,220		2.6192	02/28/11
Common Stock	26,898		2.6560	03/01/11
Common Stock	5,166		2.6555	03/02/11
Common Stock	100		2.6700	03/03/11
Common Stock	21,987		2.6700	03/04/11