-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TmpPU4JMlEgqg6tZYPzl5G81xRAA6YEB//ShqFDL+3iZpH9+XBghhDEwXEYcPSrp qBkfmPvNCD9nuK49cd4EKg== 0001132072-09-000093.txt : 20090302 0001132072-09-000093.hdr.sgml : 20090302 20090302163150 ACCESSION NUMBER: 0001132072-09-000093 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090302 DATE AS OF CHANGE: 20090302 GROUP MEMBERS: PAUL J. SOLIT GROUP MEMBERS: POTOMAC CAPITAL MANGEMENT INC. GROUP MEMBERS: POTOMAC CAPITAL MANGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENDWAVE CORP CENTRAL INDEX KEY: 0001118941 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 954333817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60995 FILM NUMBER: 09647828 BUSINESS ADDRESS: STREET 1: 130 BAYTECH DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: (408)522-3100 MAIL ADDRESS: STREET 1: 130 BAYTECH DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POTOMAC CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001233369 IRS NUMBER: 133984298 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125215115 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 s11-9043g_sc13g.txt SCHEDULE 13G SEC 1745 Potential persons who are to respond to the collection of information (02-02) contained in this form are not required to respond unless the form displays a currently valid OMB control number. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D-102) INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 ENDWAVE CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 29264A206 (CUSIP Number) February 27, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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). CUSIP NO 29264A206 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Potomac Capital Management LLC 13-3984298 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Limited Liability Company formed under the laws of the State of New York NUMBER OF 5. SOLE VOTING POWER SHARES 694,541 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 694,541 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 694,541 shares of common stock 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 7.4% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC; OO (Limited Liability Corporation) CUSIP NO 29264A206 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Potomac Capital Management Inc. 13-3984786 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Corporation formed under the laws of the State of New York NUMBER OF 5. SOLE VOTING POWER SHARES 854,945 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 54,945 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 854,945 shares of common stock 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.26% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC; CO CUSIP NO 29264A206 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Paul J. Solit 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S. NUMBER OF 5. SOLE VOTING POWER SHARES 3,000 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 1,549,486 REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 3,000 8. SHARED DISPOSITIVE POWER 1,549,486 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON The Reporting Person owns 1,552,486 shares of common stock. 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.84% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN; HC ITEM 1. (a) NAME OF ISSUER Endwave Corporation (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 130 Baytech Drive San Jose, CA 95134 ITEM 2. (a) NAME OF PERSON FILING Potomac Capital Management LLC (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE 825 Third Avenue 33rd Floor New York, New York 10022 (c) CITIZENSHIP Limited Liability Company formed under the laws of the State of New York. (a) NAME OF PERSON FILING Potomac Capital Management Inc. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE 825 Third Avenue 33rd Floor New York, New York 10022 (a) NAME OF PERSON FILING Paul J. Solit (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE c/o Potomac Capital Management LLC 825 Third Avenue 33rd Floor New York, New York 10022 (c) CITIZENSHIP U.S. Citizen (d) TITLE OF CLASS OF SECURITIES Common Stock, par value $0.001 per share (e) CUSIP NUMBER 29264A206 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: Not Applicable (a) [ ] BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE EXCHANGE ACT; (b) [ ] BANK AS DEFINED IN SECTION 3(A)(6) OF THE EXCHANGE ACT; (c) [ ] INSURANCE COMPANY AS DEFINED IN SECTION 3(A)(19) OF THE EXCHANGE ACT; (d) [ ] INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE INVESTMENT COMPANY ACT; (e) [ ] AN INVESTMENT ADVISER IN ACCORDANCE WITH RULE 13D-1(B)(1)(II)(E); (f) [ ] AN EMPLOYEE BENEFIT PLAN OR ENDOWMENT FUND IN ACCORDANCE WITH RULE 13D-1(B)(1)(II)(F); (g) [ ] A PARENT HOLDING COMPANY OR CONTROL PERSON IN ACCORDANCE WITH RULE 13D-1(B)(1)(II)(G); (h) [ ] A SAVINGS ASSOCIATION AS DEFINED IN SECTION 3(B) OF THE FEDERAL DEPOSIT INSURANCE ACT; (i) [ ] A CHURCH PLAN THAT IS EXCLUDED FROM THE DEFINITION OF AN INVESTMENT COMPANY UNDER SECTION 3(C)(14) OF THE INVESTMENT COMPANY ACT; (j) [ ] GROUP, IN ACCORDANCE WITH RULE 13D-1(B)(1)(II)(J). ITEM 4. OWNERSHIP PROVIDE THE FOLLOWING INFORMATION REGARDING THE AGGREGATE NUMBER AND PERCENTAGE OF THE CLASS OF SECURITIES OF THE ISSUER IDENTIFIED IN ITEM 1. POTOMAC CAPTIAL MANAGEMENT LLC (a) AMOUNT BENEFICIALLY OWNED: 694,541 shares of common stock (b) PERCENT OF CLASS: Approximately 7.4% (c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 694,541 (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 0 (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 694,541 (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 0 POTOMAC CAPITAL MANAGEMENT INC. (a) AMOUNT BENEFICIALLY OWNED: 854,945 shares of common stock (b) PERCENT OF CLASS: Approximately 9.26% (c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 854,945 (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 0 (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 854,945 (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE ISPOSITION OF 0 PAUL J. SOLIT (a) AMOUNT BENEFICIALLY OWNED: 1,552,486 shares of common stock (b) PERCENT OF CLASS: Approximately 16.84% (c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 3,000 (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 1,549,486 shares of common stock (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 3,000 (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 1,549,486 shares of common stock ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this Statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not Applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON See Exhibit A attached hereto. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable. ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated this February 27, 2009 POTOMAC CAPITAL MANAGEMENT LLC By: /s/ Paul J. Solit ------------------------------- Paul J. Solit, Managing Member POTOMAC CAPITAL MANAGEMENT INC. By: /s/ Paul J. Solit ------------------------------- Paul J. Solit, President PAUL J. SOLIT By: /s/ Paul J. Solit ------------------------------- Paul J. Solit EXHIBIT INDEX The following exhibits are filed with this report on Schedule 13G: Exhibit A Identification of entities which acquired the shares which are the subject of this report on Schedule 13G Exhibit B Joint Filing Agreement dated February 27 2009 among Potomac Capital Management LLC, Potomac Capital Management, Inc. and Paul J. Solit EX-99 2 s11-9043g_exa.txt EXHIBIT A Exhibit A Identification of entities which acquired the shares which are the subject of this report on Schedule 13G. (1) Potomac Capital Partners LP, a private investment partnership formed under the laws of State of Delaware. Potomac Capital Management LLC is the General Partner of Potomac Capital Partners LP. Mr. Paul J. Solit is the Managing Member of Potomac Capital Managment LLC. (2) Potomac Capital International Ltd., an international business company formed under the laws of the British Virgin Islands. Potomac Capital Management Inc. is the Investment Manager of Potomac Capital International Ltd. Paul J. Solit is the President and sole owner of Potomac Capital Management Inc., and a Director of Potomac Capital International Ltd. (3) Pleiades Investment Partners-R, LP, a private investment partnership formed under the laws of the State of Delaware. Potomac Capital Management Inc. is the Investment Manager of a managed account of Pleiades Investment Partners-R, LP. Paul J. Solit is the President and sole owner of Potomac Capital Management Inc. EX-99 3 s11-9043g_exb.txt EXHIBIT B Exhibit B JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G, dated May 19, 2008 with respect to the shares of Common Stock of Endwave Corporation and any further amendments thereto executed by each and any of us shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Dated: February 27, 2009 POTOMAC CAPITAL MANAGEMENT LLC By: /s/ Paul J. Solit ------------------------------- Paul J. Solit, Managing Member POTOMAC CAPITAL MANAGEMENT INC. By: /s/ Paul J. Solit ------------------------------- Paul J. Solit, President PAUL J. SOLIT By: /s/ Paul J. Solit ------------------------------- Paul J. Solit -----END PRIVACY-ENHANCED MESSAGE-----