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)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
(212) 451-2300
Authorized to Receive Notices and Communications)
June 1, 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).
CUSIP NO. 29264A 20 6
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1
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NAME OF REPORTING PERSON
SPH GROUP HOLDINGS LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
740,254
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
740,254
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
740,254
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
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14
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TYPE OF REPORTING PERSON
OO
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2
CUSIP NO. 29264A 20 6
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1
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NAME OF REPORTING PERSON
SPH GROUP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
740,254
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
740,254
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
740,254
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
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14
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TYPE OF REPORTING PERSON
OO
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3
CUSIP NO. 29264A 20 6
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1
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NAME OF REPORTING PERSON
STEEL PARTNERS HOLDINGS L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
740,254
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
740,254
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
740,254
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
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14
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TYPE OF REPORTING PERSON
PN
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4
CUSIP NO. 29264A 20 6
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1
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NAME OF REPORTING PERSON
STEEL PARTNERS LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
740,254
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
740,254
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
740,254
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
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14
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TYPE OF REPORTING PERSON
OO
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5
CUSIP NO. 29264A 20 6
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1
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NAME OF REPORTING PERSON
WARREN G. LICHTENSTEIN
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
740,254
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
740,254
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
740,254
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
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14
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TYPE OF REPORTING PERSON
IN
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6
CUSIP NO. 29264A 20 6
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 (a) adds SPH Group LLC and SPH Group Holdings LLC as Reporting Persons, (b) removes Steel Partners II, L.P. as a Reporting Person and (c) reports the distribution of the Shares held by Steel Partners II, L.P. to SPH Group LLC and the contribution of all such Shares by SPH Group LLC to SPH Group Holdings LLC. In furtherance of the foregoing, this Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
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Item 2.
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Identity and Background.
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Item 2 is hereby amended and restated to read as follows:
(a) This statement is filed by Steel Partners Holdings L.P., a Delaware limited partnership (“Steel Holdings”), SPH Group LLC, a Delaware limited liability company (“SPHG”), SPH Group Holdings LLC, a Delaware limited liability company (“SPHG 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 owns 99% of the membership interests of SPHG. SPHG is the sole member of SPHG Holdings. Partners LLC is the manager of Steel Holdings and has been delegated the sole power to vote and dispose of the securities held by SPHG Holdings. Warren G. Lichtenstein is the manager of Partners LLC. By virtue of these relationships, each of Steel Holdings, SPHG, Partners LLC and Mr. Lichtenstein may be deemed to beneficially own the Shares owned directly by SPHG Holdings. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
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 Holdings GP Inc. (“Steel Holdings GP”), the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings, (ii) the executive officers of Partners LLC, and (iii) 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 SPHG Holdings is holding securities for the account of Steel Holdings. The principal business of SPHG is serving as the sole member of SPHG Holdings and other affiliates. The principal business of Partners LLC is serving as the manager of 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.
7
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.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 740,254 Shares owned directly by SPHG Holdings is approximately $2,053,044, including brokerage commissions. The Shares owned directly by SPHG Holdings were acquired with funds of an affiliated entity that initially purchased the Shares prior to being contributed to SPHG Holdings.
SPHG Holdings 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.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 9,892,120 Shares outstanding, which is the total number of Shares outstanding as of April 29, 2011 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 16, 2011.
As of the close of business on June 2, 2011, SPHG Holdings owned directly 740,254 Shares, constituting approximately 7.5% of the Shares outstanding. By virtue of their relationships with SPHG Holdings, each of Steel Holdings, SPHG, Partners LLC and Warren G. Lichtenstein may be deemed to beneficially own the Shares owned by SPHG Holdings.
Item 5(b) is hereby amended and restated to read as follows:
(b) Each of the Reporting Persons may be deemed to have shared power to vote and dispose of the Shares reported in this Schedule 13D owned directly by SPHG Holdings.
Item 5(c) is hereby amended to add the following:
(c) Effective June 1, 2011, Steel Partners II, L.P., a former Reporting Person, distributed the 740,254 Shares it owned to SPHG, which in turn contributed such Shares to SPHG Holdings.
There were no other transactions in the Shares by the Reporting Persons or the officers and directors, who are not Reporting Persons, of the entities listed on Schedule A during the past sixty days.
8
CUSIP NO. 29264A 20 6
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended to add the following:
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.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended to add the following exhibit:
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99.1
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Joint Filing Agreement by and among Steel Partners Holdings L.P., SPH Group LLC, SPH Group Holdings LLC, Steel Partners LLC and Warren G. Lichtenstein, dated June 3, 2011.
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9
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.
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Dated: June 3, 2011
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SPH GROUP HOLDINGS LLC
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By:
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Steel Partners Holdings GP Inc.
Manager
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By:
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/s/ Sanford Antignas
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Sanford Antignas
Chief Operating Officer
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SPH GROUP LLC
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By:
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Steel Partners Holdings GP Inc.
Managing Member
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By:
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/s/ Sanford Antignas
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Sanford Antignas
Chief Operating Officer
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STEEL PARTNERS HOLDINGS L.P.
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By:
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Steel Partners Holdings GP Inc.
General Partner
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By:
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/s/ Sanford Antignas
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Sanford Antignas
Chief Operating Officer
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STEEL PARTNERS LLC
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By:
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/s/ Sanford Antignas
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Sanford Antignas
Chief Operating Officer
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/s/ Sanford Antignas
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SANFORD ANTIGNAS
as Attorney-In-Fact for Warren G. Lichtenstein
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10
CUSIP NO. 29264A 20 6
SCHEDULE A
General Partner of Steel Partners Holdings L.P., Managing Member of SPH Group LLC and Manager of SPH Group Holdings LLC
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Name
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Present Principal Business
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Business Address
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Steel Partners Holdings GP Inc.
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General Partner of Steel Partners Holdings L.P., Managing Member of SPH Group LLC and Manager of SPH Group Holdings LLC
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590 Madison Avenue, 32nd Floor
New York, NY 10022
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Executive Officers of Steel Partners LLC
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Name and Position
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Present Principal Occupation
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Business Address
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Warren G. Lichtenstein, Chairman and Chief Executive Officer
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Chairman and Chief Executive Officer of Steel Partners LLC, a global management firm
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c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
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Jack L. Howard, President
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President of Steel Partners LLC, a global management firm, and a principal of Mutual Securities, Inc., a registered broker dealer
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c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
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Sanford Antignas, Managing Director, Chief Operating Officer and Secretary
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Managing Director, Chief Operating Officer and Secretary of Steel Partners LLC, a global management firm
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c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
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Michael Falk, Vice President, Chief Financial Officer, Treasurer and Assistant Secretary
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Vice President, Chief Financial Officer, Treasurer and Assistant Secretary of Steel Partners LLC, a global management firm
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c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
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CUSIP NO. 29264A 20 6
Executive Officers and Directors of Steel Partners Holdings GP Inc.
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Name and Position
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Present Principal Occupation
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Business Address
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Warren G. Lichtenstein, Chairman, Chief Executive Officer and Director
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Chairman and Chief Executive Officer of Steel Partners LLC, a global management firm
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c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
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Jack L. Howard, President
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President of Steel Partners LLC, a global management firm, and a principal of Mutual Securities, Inc., a registered broker dealer
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c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
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Sanford Antignas, Chief Operating Officer, Secretary and Director
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Managing Director, Chief Operating Officer and Secretary of Steel Partners LLC, a global management firm
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c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
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Anthony Bergamo, Director
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Vice Chairman of MB Real Estate, a property management company
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c/o MB Real Estate
335 Madison Avenue, 14th Floor
New York, NY 10017
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John P. McNiff, Director
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Partner of Mera Capital Management LP, a private investment partnership
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c/o Mera Capital Management LP
161 Washington Street, Suite 1560
Conshohocken, PA 19428
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Joseph L. Mullen, Director
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Managing Partner of Li Moran International, Inc., a management consulting company
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c/o Li Moran International
611 Broadway, Suite 722
New York, NY 10012
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General Richard I. Neal, Director
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President of Audio MPEG, Inc., a licensor of intellectual property
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c/o Audio MPEG, Inc.
66 Canal Center Plaza, Suite 750
Alexandria, VA 22314
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Allan R. Tessler, Director
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Chairman and Chief Executive Officer of International Financial Group, Inc., an international merchant banking firm
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c/o International Financial Group, Inc.
2500 North Moose Wilson Road
Wilson, WY 83014
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Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.001 par value, of Endwave Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
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Dated: June 3, 2011
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SPH GROUP HOLDINGS LLC
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By:
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Steel Partners Holdings GP Inc.
Manager
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By:
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/s/ Sanford Antignas
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Sanford Antignas
Chief Operating Officer
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SPH GROUP LLC
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By:
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Steel Partners Holdings GP Inc.
Managing Member
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By:
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/s/ Sanford Antignas
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Sanford Antignas
Chief Operating Officer
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STEEL PARTNERS HOLDINGS L.P.
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|||
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By:
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Steel Partners Holdings GP Inc.
General Partner
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By:
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/s/ Sanford Antignas
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||
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Sanford Antignas
Chief Operating Officer
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|||
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STEEL PARTNERS LLC
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By:
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/s/ Sanford Antignas
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Sanford Antignas
Chief Operating Officer
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/s/ Sanford Antignas
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SANFORD ANTIGNAS
as Attorney-In-Fact for Warren G. Lichtenstein
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