As filed with the Securities and Exchange Commission on June 16, 2011

Registration No. 333-141295

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

to

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

E NDWAVE C ORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   95-4333817

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

130 Baytech Drive

San Jose, CA 95134

(408) 522-3100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

John J. Mikulsky

President and Chief Executive Officer

Endwave Corporation

130 Baytech Drive

San Jose, CA 95134

(408) 522-3100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With a copy to:

Jodie M. Bourdet

Cooley LLP

101 California Street, 5th Floor

San Francisco, CA 94111

(415) 693-2000

 

 

 

 

 


Termination of Offering and Removal

Of Securities from Registration

This Post-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-3 originally filed by Endwave Corporation (the “Registrant”) with the Commission on March 14, 2007 (Registration No. 333-141295) (the “Registration Statement”), is being filed to remove from registration all of the remaining securities covered by the Registration Statement, that have not yet been sold. Neither the Registrant, nor the selling stockholder on whose behalf the Registration Statement was originally filed, intends to sell any additional securities under the Registration Statement. Accordingly, pursuant to an undertaking made in Item 17 of the Registration Statement, the Registrant hereby deregisters all of the remaining securities covered by the Registration Statement that remain unsold as of the date hereof.

 

 

 


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 of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on June 15, 2011.

 

Endwave Corporation
By:  

    /s/ John J. Mikulsky

      John J. Mikulsky
      President, Chief Executive Officer and     Director

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date

/s/ John J. Mikulsky

John J. Mikulsky

 

President, Chief Executive Officer and Director

(Principal Executive Officer)

  June 15, 2011

/s/ Curt P. Sacks

Curt P. Sacks

 

Chief Financial Officer and Senior Vice President

(Principal Financial and Accounting Officer)

  June 15, 2011

/s/ Wade Meyercord

Wade Meyercord

  Chairman of the Board of Directors   June 15, 2011

/s/ Joseph J. Lazzara

Joseph J. Lazzara

  Director   June 15, 2011

/s/ John F. McGrath, Jr.

John F. McGrath, Jr.

  Director   June 15, 2011
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