content: <PAGE>
  
                        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 24, 2001
  
  
  
                               ENDWAVE CORPORATION
                               --------------------
              (Exact Name of Registrant as Specified in its Charter)
  
  
  
                                     DELAWARE
                                     --------
                  (State or Other Jurisdiction of Incorporation)
  
                 000-31635                       95-4333817
                 ---------                       ----------
          (Commission File Number)  (I.R.S. Employer Identification No.)
  
  
  
                        321 Soquel Way, Sunnyvale, CA 94085
                        -----------------------------------
                     (Address of Principal Executive Offices)
  
                                  (408) 522-3100
                                  --------------
               (Registrant's Telephone Number, Including Area Code)
  
  
  
                                  Not Applicable
                                  --------------
           (Former Name or Former Address, if Changed Since Last Report)
  <PAGE>
  
                       INFORMATION TO BE INCLUDED IN REPORT
  
  Item 5. Other Events
  
       On April 24, 2001, Endwave Corporation (the "Company") entered into an
  Asset Purchase Agreement (the "Purchase Agreement") with M/A-Com Tech, Inc.
  ("M/A-Com") and Tyco Electronics Logistics AG ("Tyco Logistics") pursuant to
  which the Company purchased certain assets from M/A-Com and certain intellectual
  property assets from Tyco Logistics, and assumed certain liabilities of M/A-Com,
  all as related to M/A-Com's broadband wireless business (the "Acquisition"). The
  Company intends to use the assets acquired in the Acquisition to expand the
  Company's customer base and product offerings. The total consideration paid by
  the Company in connection with the Acquisition consisted of $4,000,000 in cash
  paid to M/A-Com and Tyco Logistics in the aggregate, taken from the Company's
  cash on hand, and the issuance of 916,423 shares of the Company's Common Stock
  to M/A-Com. The amount of consideration was determined following negotiations
  between the Company and M/A-Com and is set forth in the Purchase Agreement. In
  connection with the Acquisition, the Company agreed to register the shares of
  the Company's stock issued to M/A-Com under the Securities Act of 1933 in the
  fall of 2001.
  
  (a)  Exhibits
  
  Exhibit
  Number         Description
  
    2.1          Asset Purchase Agreement by and among M/A-Com Tech, Inc., Tyco
                 Electronics Logistics AG and Endwave Corporation dated as of
                 April 24, 2001.
  
    4.1          Registration Rights Agreement by and between M/A-Com Tech, Inc.
                 and Endwave Corporation dated as of April 24, 2001.
  
   99.1          Press release of the Company dated April 25, 2001, "Endwave
                 Acquires Broadband Wireless Business From M/A COM".
  <PAGE>
  
                                    SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                             ENDWAVE CORPORATION
  
  
                                             By: /s/ Julianne M. Biagini
                                             -----------------------------------
                                             Julianne M. Biagini
                                             Chief Financial Officer and
                                             Senior Vice President, Finance
                                             and Administration, and
                                             Corporate Secretary
  
  Dated: May 8, 2001
  <PAGE>
  
                                   EXHIBIT INDEX
  
  Exhibit
  Number         Description
  ------         -----------
  
    2.1          Asset Purchase Agreement by and among M/A-Com Tech, Inc., Tyco
                 Electronics Logistics AG and Endwave Corporation dated as of
                 April 24, 2001.
  
    4.1          Registration Rights Agreement by and between M/A-Com Tech, Inc.
                 and Endwave Corporation dated as of April 24, 2001.
  
   99.1          Press release of the Company dated April 25, 2001, "Endwave
                 Acquires Broadband Wireless Business From M/A COM".
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metadata_filer: {"company-data": {"conformed-name": "ENDWAVE CORP", "cik": "0001118941", "assigned-sic": "3663", "irs-number": "954333817", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-31635", "film-number": "1625473"}, "business-address": {"street1": "321 SOQUEL WAY", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4087377300"}, "mail-address": {"street1": "321 SEQUEL WAY", "city": "SUNNYVALE", "state": "CA", "zip": "94088"}}
text: 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 24, 2001
  
                               ENDWAVE CORPORATION
                               --------------------
              (Exact Name of Registrant as Specified in its Charter)
  
                                     DELAWARE
                                     --------
                  (State or Other Jurisdiction of Incorporation)
  
                 000-31635                       95-4333817
                 ---------                       ----------
          (Commission File Number)  (I.R.S. Employer Identification No.)
  
                        321 Soquel Way, Sunnyvale, CA 94085
                        -----------------------------------
                     (Address of Principal Executive Offices)
  
                                  (408) 522-3100
                                  --------------
               (Registrant's Telephone Number, Including Area Code)
  
                                  Not Applicable
                                  --------------
           (Former Name or Former Address, if Changed Since Last Report)
  INFORMATION TO BE INCLUDED IN REPORT
  
  Item 5. Other Events
  
       On April 24, 2001, Endwave Corporation (the "Company") entered into an
  Asset Purchase Agreement (the "Purchase Agreement") with M/A-Com Tech, Inc.
  ("M/A-Com") and Tyco Electronics Logistics AG ("Tyco Logistics") pursuant to
  which the Company purchased certain assets from M/A-Com and certain intellectual
  property assets from Tyco Logistics, and assumed certain liabilities of M/A-Com,
  all as related to M/A-Com's broadband wireless business (the "Acquisition"). The
  Company intends to use the assets acquired in the Acquisition to expand the
  Company's customer base and product offerings. The total consideration paid by
  the Company in connection with the Acquisition consisted of $4,000,000 in cash
  paid to M/A-Com and Tyco Logistics in the aggregate, taken from the Company's
  cash on hand, and the issuance of 916,423 shares of the Company's Common Stock
  to M/A-Com. The amount of consideration was determined following negotiations
  between the Company and M/A-Com and is set forth in the Purchase Agreement. In
  connection with the Acquisition, the Company agreed to register the shares of
  the Company's stock issued to M/A-Com under the Securities Act of 1933 in the
  fall of 2001.
  
  (a)  Exhibits
  
  Exhibit
  Number         Description
  
    2.1          Asset Purchase Agreement by and among M/A-Com Tech, Inc., Tyco
                 Electronics Logistics AG and Endwave Corporation dated as of
                 April 24, 2001.
  
    4.1          Registration Rights Agreement by and between M/A-Com Tech, Inc.
                 and Endwave Corporation dated as of April 24, 2001.
  
   99.1          Press release of the Company dated April 25, 2001, "Endwave
                 Acquires Broadband Wireless Business From M/A COM".
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                             ENDWAVE CORPORATION
  
                                             By: /s/ Julianne M. Biagini
                                             -----------------------------------
                                             Julianne M. Biagini
                                             Chief Financial Officer and
                                             Senior Vice President, Finance
                                             and Administration, and
                                             Corporate Secretary
  
  Dated: May 8, 2001
  EXHIBIT INDEX
  
  Exhibit
  Number         Description
  ------         -----------
  
    2.1          Asset Purchase Agreement by and among M/A-Com Tech, Inc., Tyco
                 Electronics Logistics AG and Endwave Corporation dated as of
                 April 24, 2001.
  
    4.1          Registration Rights Agreement by and between M/A-Com Tech, Inc.
                 and Endwave Corporation dated as of April 24, 2001.
  
   99.1          Press release of the Company dated April 25, 2001, "Endwave
                 Acquires Broadband Wireless Business From M/A COM".