Item 2.02 Results of Operations and Financial Condition

On February 3, 2009, Endwave Corporation ("Endwave") issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2008. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 2.05 Costs Associated with Exit or Disposal Activities

On February 2, 2009, Endwave announced its intention to reduce its worldwide workforce by approximately 15%. Endwave expects to record approximately $1.0 million of pre-tax restructuring charges associated with severance costs resulting from this reduction during the quarter ended March 31, 2009. Substantially all of these charges will result in cash expenditures.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Number Description of Document
99.1 Press release issued February 3, 2009.

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