##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
   Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31,
    2011oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to    000-31635
    (Commission file number)ENDWAVE CORPORATION (Exact name of
    registrant as specified in its charter)
   Delaware

95-4333817(State of
    incorporation)

(I.R.S. Employer Identification
    No.)130 Baytech Drive
    San Jose, CA(Address of principal
    executive offices)

95134(Zip code)   (408) 522-3100
  (Registrants telephone
    number, including area code)
   þ o
  Regulation S-T o o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company þ   Rule 12b-2 o þ




---



##### 



ENDWAVE
    CORPORATION
  INDEX
   
 PagePART I.


FINANCIAL INFORMATION


3Item 1.


Financial Statements


3Condensed Consolidated Balance Sheets as of
    March 31, 2011 (unaudited) and December 31, 2010


3Unaudited Condensed Consolidated Statements of
    Operations for the Three Months Ended March 31, 2011 and
    2010


4Unaudited Condensed Consolidated Statements of
    Cash Flows for the Three Months Ended March 31, 2011 and
    2010


5Notes to Condensed Consolidated Financial
    Statements (unaudited)


6Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


17Item 3.


Quantitative and Qualitative Disclosures about
    Market Risk


23Item 4.


Controls and Procedures


23PART II.


OTHER INFORMATIONItem 1.


Legal Proceedings


24Item 1A.


Risk Factors


24Item 6.


Exhibits


37SIGNATURES


40EXHIBITS


41EX-31.1EX-31.2EX-32.1   2




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  ENDWAVE
    CORPORATION
  CONDENSED CONSOLIDATED BALANCE SHEETS
  March 31,


December 31,2011


2010(In thousands, except shareand per share amounts)(Unaudited)


(1)ASSETSCurrent assets:Cash and cash equivalents

$
9,342


$
7,147Short-term investments


11,880



16,380Accounts receivable, net


1,254



2,600Inventories


3,751



3,719Other current assets


389



554Total current assets


26,616



30,400Property and equipment, net


1,932



2,048Other assets


13



26Total assets

$
28,561


$
32,474LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
1,561


$
1,837Accrued warranty


480



614Accrued compensation


549



626Restructuring liabilities, short-term


926



431Other current liabilities


271



320Total current liabilities


3,787



3,828Restructuring liabilities, long-term


115



234Other long-term liabilities


124



124Total liabilities


4,026



4,186Commitments and contingencies (Note 6)Stockholders equity:Convertible preferred stock, $0.001 par value;
    5,000,000 shares authorized; zero shares issued and
    outstanding at March 31, 2011 and December 31, 2010,
    respectively






Common stock, $0.001 par value; 50,000,000 shares
    authorized; 9,890,382 and 9,832,684 shares issued and
    outstanding at March 31, 2011 and December 31, 2010,
    respectively


10



10Additional paid-in capital


317,403



317,291Accumulated other comprehensive income (loss)


5



(1
)Accumulated deficit


(292,883
)


(289,012
)Total stockholders equity


24,535



28,288Total liabilities and stockholders equity

$
28,561


$
32,474     (1)
    
    Derived from the Companys audited consolidated financial
    statements as of December 31, 2010.   3




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##### Table of Contents



ENDWAVE
    CORPORATION
  CONDENSED CONSOLIDATED STATEMENTS OF
    OPERATIONS
  Three Months EndedMarch 31,2011


2010(In thousands, except share and per share amounts)(Unaudited)Revenues:Product revenues

$
1,237


$
4,834Costs and expenses:Cost of product revenues*


1,036



3,391Research and development*


1,327



1,006Sales and marketing*


474



584General and administrative*


1,453



1,131Restructuring*


804



(14
)Total costs and expenses


5,094



6,098Loss from operations


(3,857
)


(1,264
)Interest and other income (expense), net


(7
)


(19
)Loss from operations before provision for income taxes


(3,864
)


(1,283
)Provision for income taxes


7



Net loss

$
(3,871
)

$
(1,283
)Basic and diluted net loss per share

$
(0.39
)

$
(0.13
)Shares used in computing basic and diluted net loss per share


9,860,697



9,701,126* Includes the following amounts related to stock-based
    compensation:Cost of product revenues

$
(39
)

$
53Research and development


9



95Sales and marketing


78



68General and administrative


87



115Restructuring


18



    4




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##### Table of Contents



ENDWAVE
    CORPORATION
  CONDENSED CONSOLIDATED STATEMENTS OF CASH
    FLOWS
  Three Months EndedMarch 31,2011


2010(In thousands)(Unaudited)Operating activities:Net loss

$
(3,871
)

$
(1,283
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation


223



207Stock compensation expense


153



331Amortization of investments


52



82Loss on disposal of fixed assets


56



Changes in operating assets and liabilities:Accounts receivable


1,346



375Inventories


(32
)


(658
)Other assets


178



83Accounts payable


(276
)


681Accrued warranty


(134
)


37Accrued compensation, restructuring, other current liabilities
    and other long-term liabilities


185



(291
)Net cash used in operating activities


(2,120
)


(436
)Investing activities:Purchases of leasehold improvements and equipment


(163
)


(345
)Proceeds on sales and maturities of investments


6,070



2,800Purchases of investments


(1,616
)


(799
)Net cash provided by investing activities


4,291



1,656Financing activities:Repurchase of preferred stock






(36,238
)Proceeds from exercises of stock options, net


27



85Payments on capital leases


(3
)


(3
)Net cash (used in) provided by financing activities


24



(36,156
)Net change in cash and cash equivalents


2,195



(34,936
)Cash and cash equivalents at beginning of period


7,147



55,158Cash and cash equivalents at end of period

$
9,342


$
20,222    5




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##### Table of Contents



ENDWAVE
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
  1.
    Business
    and Basis of Presentation    
    The Companys semiconductor product line consists of a wide
    variety of monolithic microwave integrated circuits
    (MMICs), including amplifiers, voltage controlled
    oscillators, up and down converters, variable gain amplifiers,
    voltage variable attenuators, fixed attenuators and filters.
    These types of devices are widely used in telecommunications,
    satellite, defense, security, instrumentation, scientific and
    consumer systems. While the Company has developed, produced and
    sold such devices for several years as components of the
    Companys module products, they were first offered for sale
    as stand-alone products in the latter part of 2009 and they have
    not yet become a significant source of revenue for the Company.
    The Companys integrated transceiver modules combine
    several electronic functions into a single RF
    sub-system.
    Historically, the Companys main customers for these
    products have been telecommunication network original equipment
    manufacturers and system integrators that utilize them in
    digital microwave radios. More recently the Company has
    identified and pursued uses for these products in additional
    product areas; however these alternate applications have not yet
    become a significant source of revenue for the Company.  Form 10-Q Regulation S-X.
  Proposed
    Merger with GigOptix
    (.425/.575) (ii) in-the-money
 6




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##### Table of Contents



ENDWAVE
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          2.
    Investments    March 31, 2011Gross


GrossAmortized


Unrealized


UnrealizedCost


Gains


Losses


Fair Value(In thousands)Investments:Commercial paper

$
1,749


$



$



$
1,749United States government agencies


9,511



5







9,516Corporate securities


615











615Total

$
11,875


$
5


$



$
11,880   December 31, 2010Gross


GrossAmortized


Unrealized


UnrealizedCost


Gains


Losses


Fair Value(In thousands)Investments:Commercial paper

$
4,248


$



$



$
4,248United States government agencies


11,822



2



(3
)


11,821Corporate securities


311











311Total

$
16,381


$
2


$
(3
)

$
16,380    7




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##### Table of Contents



ENDWAVE
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    other-than-temporary,
  Fair
    Value Measurements
    Quoted Prices inActive Markets of


Significant OtherIdentical Assets


Observable Inputs(Level 1)


(Level 2)Mar 31,


Dec 31,


Mar 31,


Dec 31,2011


2010


2011


2010Assets:Cash equivalents:Money market funds

$
4,517


$
2,911


$



$
Commercial paper










3,660



2,454Corporate bond














250Short-term investments:Commercial paper










1,749



4,248United States government agencies










9,516



11,821Corporate securities










615



311Total

$
4,517


$
2,911


$
15,540


$
19,084Liabilities:

$



$



$



$
        8




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##### Table of Contents



ENDWAVE
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3.
    Inventories  first-in,
  March 31,


December 31,2011


2010Raw materials

$
2,937


$
3,221Work in process


112



149Finished goods


702



349Total

$
3,751


$
3,719   4.
    Warranty      Three MonthsEndedMarch 31,2011


2010Balance at January 1

$
614


$
1,087Warranties accrued


18



54Warranties settled or reversed


(152
)


(17
)Balance at March 31

$
480


$
1,124   5.
    Restructuring     9




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##### Table of Contents



ENDWAVE
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Three MonthsEndedMarch 31,2011


2010Accrual at December 31

$
665


$
1,208Cash restructuring charge


730



Cash payments


(363
)


(251
)Imputed interest


9



13Restructuring charge adjustment






(14
)Accrual at March 31

$
1,041


$
956           6.
    Commitments
    and Contingencies   10




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##### Table of Contents



ENDWAVE
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Payments Due by PeriodLess than





More thanTotal

1 Year

1-3 Years

3-5 Years

5 Years(In thousands)Contractual Obligations:Operating lease obligations

$
490


$
418


$
72


$



$
   7.
    Stockholders
    Equity  Preferred
    Stock and Warrant Purchase Agreement
          Stock
    Based Compensation
   11




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##### Table of Contents



ENDWAVE
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three MonthsEndedMarch 31,2011


2010Stock-based compensation expense by type of award:Employee stock options and restricted stock units

$
123


$
262Employee stock purchase plan


30



75Amounts capitalized into inventory during the three-month period






(6
)Amounts previously capitalized into inventory and expensed






Total stock-based compensation


153



331Tax effect on stock-based compensation






Total stock-based compensation expense

$
153


$
331Impact on net loss per share  basic and diluted

$
(0.02
)

$
(0.03
)            12




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##### Table of Contents



ENDWAVE
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Valuation
    Assumptions
    Three Months EndedMarch 31,2011

2010Risk-free interest rate


1.15% - 2.11
%


1.28% - 2.23
%Expected life of options


4.4 years



4.6 yearsExpected dividends


0.0
%


0.0
%Volatility


67
%


70
%         Equity
    Incentive Program
      Weighted-Weighted-

AverageAverage

Remaining

AggregateNumber of

Exercise

Contractual

IntrinsicShares

Price

Term (Years)

Value(In thousands)Outstanding at December 31, 2010


1,228,187


$
2.39Options granted


19,200



2.66Options exercised


(13,717
)


1.99Options cancelled


(14,133
)


2.60Outstanding at March 31, 2011


1,219,537


$
2.40



6.02


$
183Options vested and exercisable and expected to be exercisable at
    March 31, 2011


1,176,192


$
2.39



5.92


$
179Options vested and exercisable at March 31, 2011


779,506


$
2.37



4.47


$
138  13




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##### Table of Contents



ENDWAVE
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options Vested andExercisableAt March 31,Options Outstanding at March 31, 2011

2011Weighted-Average

Weighted-AverageExercise

Remaining



Weighted-AverageRange of Exercise Price

Shares

Price

Contractual Life

Shares

Exercise Price$0.76 - $1.21


11,183


$
1.13



1.39



11,183


$
1.13$1.81 - $1.81


263,478


$
1.81



4.43



191,015


$
1.81$1.93 - $2.40


168,502


$
2.25



7.35



62,727


$
2.10$2.53 - $2.53


444,859


$
2.53



5.21



381,653


$
2.53$2.55 - $2.55


30,300


$
2.55



8.09



30,130


$
2.55$2.65 - $2.65


250,659


$
2.65



7.84



84,639


$
2.65$2.66 - $9.90


49,381


$
3.49



7.90



16,984


$
4.48$10.20 - $13.23


1,175


$
10.97



3.99



1,175


$
10.971,219,537


$
2.40



6.02



779,506


$
2.37     Weighted-Weighted-


AverageAverage


Remaining


AggregateNumber of


Grant Date


Contractual


IntrinsicShares


Fair Value


Term (Years)


Value(In thousands)Outstanding at December 31, 2010


204,800


$
2.68Awarded






0.00Released


(74,330
)


2.58Forfeited






0.00Outstanding at March 31, 2011


130,470


$
2.74



0.68


$
309       Employee
    Stock Purchase Plan
   14




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##### Table of Contents



ENDWAVE
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    8.
    Net Loss
    Per Share      9.
    Comprehensive
    Loss  available-for-sale
    Three Months EndedMarch 31,2011


2010Net loss

$
(3,871
)

$
(1,283
)Change in unrealized gain (loss) on investments


6



(5
)Total comprehensive loss

$
(3,865
)

$
(1,288
)   10.
    Segment
    Disclosures    Three Months Ended March 31,2011


2010United States

$
20



1.6
%

$
1,766



36.5
%Finland


70



5.7
%






0.0
%Germany


909



73.4
%


2,128



44.0
%Hungary


164



13.3
%


179



3.7
%Slovakia


56



4.5
%


706



14.6
%Rest of the world


18



1.5
%


55



1.2
%Total

$
1,237



100.0
%

$
4,834



100.0
%  15




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##### Table of Contents



ENDWAVE
    CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      11.
    Recent
    Accounting Pronouncements     16




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q, Form 10-K
    Overview
      
    Our semiconductor product line consists of a wide variety of
    monolithic microwave integrated circuits, or MMICs, including
    amplifiers, voltage controlled oscillators, up and down
    converters, variable gain amplifiers, voltage variable
    attenuators, fixed attenuators and filters. These types of
    devices are widely used in telecommunications, satellite,
    defense, security, instrumentation, scientific and consumer
    systems. While we have developed, produced and sold such devices
    for several years as components of our module products, we first
    offered them for sale as stand-alone products in the latter part
    of 2009 and they have not yet become a significant source of
    revenue for us.
    Our integrated transceiver modules combine several electronic
    functions into a single RF
    sub-system.
    Historically, our main customers for these products have been
    telecommunication network original equipment manufacturers, or
    OEMs, and system integrators that utilize them in digital
    microwave radios. More recently we have identified and pursued
    uses for these products in additional product areas; however
    these alternate applications have not yet become a significant
    source of revenue for us.  Proposed
    Merger with GigOptix
  (ii) in-the-money
 17




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##### Table of Contents



Results
    of Operations
  Three
    months ended March 31, 2011 and 2010
    Three MonthsEndedMarch 31,2010


2010Total revenues


100.0
%


100.0
%Cost of product revenues


83.8



70.1Research and development


107.3



20.8Sales and marketing


38.3



12.1General and administrative


117.5



23.4Restructuring


65.0



(0.3
)Total costs and expenses


411.8



126.1Loss from operations


(311.8
)


(26.1
)Interest and other income (expense), net


(0.6
)


(0.4
)Loss from operations before provision for income taxes


(312.4
)


(26.5
)Provision for income taxes


0.6



Net loss


(312.9
)%


(26.5
)%   Total
    revenues
  Three Months EndedMarch 31,2011

2010

% Change(In thousands)Total revenues

$
1,237


$
4,834



(74.4
)%  18




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##### Table of Contents



Cost of
    product revenues
  Three Months EndedMarch 31,2011

2010

% Change(In thousands)Cost of product revenues

$
1,036


$
3,391



(69.4
)%Percentage of total revenues


83.8
%


70.1
%             Research
    and development
  Three Months EndedMarch 31,2011

2010

% Change(In thousands)Research and development

$
1,327


$
1,006



31.9
%Percentage of total revenues


107.3
%


20.8
%    19




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##### Table of Contents



Sales and
    marketing
  Three Months EndedMarch 31,2011

2010

% Change(In thousands)Sales and marketing

$
474


$
584



(18.8
)%Percentage of total revenues


38.3
%


12.1
%       General
    and administrative
  Three Months EndedMarch 31,2011

2010

% Change(In thousands)General and administrative

$
1,453


$
1,131



28.5
%Percentage of total revenues


117.5
%


23.4
%         Restructuring
  Three Months EndedMarch 31,2011

2010

% Change(In thousands)Restructuring

$
804


$
(14
)


5,842.9
%    20




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##### Table of Contents



Interest
    and other income (expense), net
  Three Months EndedMarch 31,2011

2010

% Change(In thousands)Interest and other income (expense), net

$
(7
)

$
(19
)


(63.2
)%           Provision
    for income taxes
  Three Months EndedMarch 31,2011

2010

% Change(In thousands)Provision for income taxes

$
7


$




100.0
%      21




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##### Table of Contents



Liquidity
    and Capital Resources
    Three Months EndedMarch 31,2011

2010(In thousands)Net cash used in operating activities

$
(2,120
)

$
(436
)Net cash provided by investing activities


4,291



1,656Net cash used in (provided by) financing activities


24



(36,156
)Cash, cash equivalents and short-term investments at end of
    period

$
21,222


$
29,441               Payments Due by PeriodLess than





More thanTotal

1 Year

1-3 Years

3-5 Years

5 Years(In thousands)Contractual Obligations:Operating lease obligations

$
490


$
418


$
72


$



$
  22




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##### Table of Contents



Recent
    Accounting Pronouncements
    Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  Form 10-K
      Item 4.
    Controls
    and Procedures  (a)
    Evaluation
    of disclosure controls and procedures.  Form 10-Q, Rules 13a-15(e) 15d-15(e)
    (b)
    Changes
    in internal controls over financial reporting.  Form 10-Q
 23




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##### Table of Contents



PART II.
    OTHER INFORMATION Item 1.
    Legal
    Proceedings      Item 1A.
    Risk
    Factors  You should consider carefully the following risk factors as
    well as other information in this report before investing in any
    of our securities. If any of the following risks actually occur,
    our business, operating results and financial condition could be
    adversely affected. This could cause the market price of our
    common stock to decline, and you may lose all or part of your
    investment.
  **Indicates risk factor has been updated since our Annual
    Report on
    Form 10-K
    for the year ended December 31, 2010.
  Risks
    Relating to the Merger with GigOptix
  Because
    the conversion ratio is not adjustable based on the market price
    of either GigOptix or Endwave common stock, you cannot be sure
    of the value of the merger consideration that you will
    receive.
    GigOptix
    may fail to realize the anticipated benefits of the
    merger.**
   24




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##### Table of Contents



Endwave
    will be subject to business uncertainties and contractual
    restrictions while the merger is pending that could adversely
    affect its business.
    Failure
    to complete the merger could negatively affect GigOptix and
    Endwave.
    
    the companies will not realize the benefits expected from
    becoming part of a combined company, including a potentially
    enhanced competitive and financial position;
    the trading price of each companys common stock may
    decline to the extent that the current market price of the
    common stock reflects a market assumption that the merger will
    be completed; and
    some costs related to the merger, such as legal, accounting and
    some financial advisory fees, must be paid even if the merger is
    not completed.  Endwaves
    ability to pursue alternatives to the merger is
    restricted.
   25




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##### Table of Contents



Endwave
    stockholders will have reduced ownership and voting interests in
    GigOptix and will be able to exercise less influence over
    management following the merger.**
    There
    may be a limited public market for shares of GigOptix common
    stock, and the ability of its stockholders to dispose of their
    common stock may be limited.**
    Substantial
    future sales of GigOptix common stock in the public market
    could cause GigOptix stock price to fall.**
  Form S-1
  The
    exercise of options and warrants and other issuances of shares
    of common stock or securities convertible into common stock will
    dilute the interest of GigOptix stockholders.**
   26




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##### Table of Contents



The
    combined company will not be able to fully utilize
    Endwaves current net operating loss carryforwards.
    **
    Risks
    Relating to Our Business
  We
    have had a history of losses and may not be profitable in the
    future.**
    We
    depend on a small number of key customers in the mobile
    communication industry for a significant portion of our
    revenues. If we lose any of our major customers or there is any
    material reduction in orders for our products from any of these
    customers, our business, financial condition and results of
    operations would be adversely affected. In addition,
    consolidation in this industry could result in delays or
    cancellations of orders for our products, adversely impacting
    our results of operations.**
   27




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##### Table of Contents



Our
    semiconductor product line will require us to incur significant
    expenses and may not be successful.**
    Because
    of the shortages of some components and our dependence on single
    source suppliers and custom components, we may be unable to
    obtain an adequate supply of components of sufficient quality in
    a timely fashion, or we may be required to pay higher prices or
    to purchase components of lesser quality**.
      
    semiconductor devices;
    application-specific monolithic microwave integrated circuits;
    voltage regulators;
    passive components;
    unusual or low usage components;
    surface mount components compliant with the EUs
    Restriction of Hazardous Substances, or RoHS, Directive;
    custom metal parts;
    high-frequency circuit boards; and
    custom connectors.   28




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##### Table of Contents



Competitive
    conditions often require us to reduce prices and, as a result,
    require us to reduce our costs in order to be
    profitable.**
  per-unit
  Our
    operating results may be adversely affected by substantial
    quarterly and annual fluctuations and market
    downturns.
    We
    rely on the semiconductor foundry operations of third-party
    semiconductor foundries to manufacture the integrated circuits
    sold directly to our customers and contained in our products.
    The loss of our relationship with any of these foundries without
    adequate notice would adversely impact our ability to fill
    customer orders and could damage our customer
    relationships.
      We
    rely heavily on a Thailand facility of HANA, a contract
    manufacturer, to produce our RF modules and to package our
    microwave and millimeter wave integrated circuits. If HANA is
    unable to produce or package these modules and circuits in
    sufficient quantities or with adequate quality, or it chooses to
    terminate our manufacturing arrangement, we will be forced to
    find an alternative manufacturer and may not be able to fulfill
    our production commitments to our customers, which could cause
    sales to be delayed or lost and could harm our
    reputation.
   29




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A
    prior misclassification of certain products under the Export
    Administration Regulations may result in liability for
    Endwave.**
      Our
    products may contain component, manufacturing or design defects
    or may not meet our customers performance criteria, which
    could cause us to incur significant repair expenses, harm our
    customer relationships and industry reputation, and reduce our
    revenues and profitability.
    We may
    not be able to design our products as quickly as our customers
    require, which could cause us to lose sales and may harm our
    reputation.
   30




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##### Table of Contents



We
    depend on our key personnel. Skilled personnel in our industry
    can be in short supply. If we are unable to retain our current
    personnel or hire additional qualified personnel, our ability to
    develop and successfully market our products would be
    harmed.
      The
    length of our sales cycle requires us to invest substantial
    financial and technical resources in a potential sale before we
    know whether the sale will occur. There is no guarantee that the
    sale will ever occur and if we are unsuccessful in designing
    integrated circuits and module products for a particular
    generation of a customers products, we may need to wait
    until the next generation of that product to sell our products
    to that particular customer.
   31




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##### Table of Contents



We may
    not be able to manufacture and deliver our products as quickly
    as our customers require, which could cause us to lose sales and
    would harm our reputation.
    
    the failure of a supplier to deliver needed components on a
    timely basis or with acceptable quality;
    lack of sufficient capacity;
    poor manufacturing yields;
    equipment failures;
    manufacturing personnel shortages;
    transportation disruptions;
    changes in import/export regulations;
    infrastructure failures at the facilities of our offshore
    contract manufacturer;
    natural disasters;
    acts of terrorism; and
    political instability.    Although
    we do have long-term commitments from many of our customers,
    they are not for fixed quantities of product. As a result, we
    must estimate customer demand, and errors in our estimates could
    have negative effects on our cash, inventory levels, revenues
    and results of operations.
     32




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Any
    failure to protect our intellectual property appropriately could
    reduce or eliminate any competitive advantage we
    have.**
         33




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##### Table of Contents



We are
    exposed to fluctuations in the market values of our investment
    portfolio.
  sub-prime
  Risks
    Relating to Our Industry
  Our
    failure to compete effectively could reduce our revenues and
    margins.
    Our
    failure to comply with any applicable environmental regulations
    could result in a range of consequences, including fines,
    suspension of production, excess inventory, sales limitations
    and criminal and civil liabilities.
    Government
    regulation of the communications industry could limit the growth
    of the markets that we serve or could require costly alterations
    of our current or future products.
    Our
    failure to continue to develop new or improved semiconductor
    process technologies could impair our competitive
    position.
   34




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##### Table of Contents



The
    segment of the semiconductor industry in which we participate is
    intensely competitive, and our inability to compete effectively
    would harm our business.
      Risks
    Relating to Ownership of Our Stock
  The
    market price of our common stock has fluctuated historically and
    is likely to fluctuate in the future.**
    
    our financial performance or the performance of our competitors;
    the purchase or sale of common stock, short-selling or
    transactions by large stockholders;
    technological innovations or other significant trends or changes
    in the markets we serve;
    successes or failures at significant product evaluations or site
    demonstrations;
    the introduction of new products by us or our competitors;
    acquisitions, strategic alliances or joint ventures involving us
    or our competitors;
    decisions by major customers not to purchase products from us or
    to pursue alternative technologies;
    decisions by investors to de-emphasize investment categories,
    groups or strategies that include our company or industry;
    market conditions in the industry, the financial markets and the
    economy as a whole; and
    the low trading volume of our common stock.   35




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##### Table of Contents



We
    have a few stockholders that each own a large percentage of our
    outstanding capital stock and, as a result of their significant
    ownership, are able to significantly affect the outcome of
    matters requiring stockholder approval.**
    Our
    certificate of incorporation, bylaws and arrangements with
    executive officers could delay or prevent a change in
    control.
  2 3
   36




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##### Table of Contents



Item 6.
    Exhibits.  Number

Description3
.1(2)

Amended and Restated Certificate of Incorporation effective
    October 20, 2000.3
.2(3)

Certificate of Amendment of Amended and Restated Certificate of
    Incorporation effective June 28, 2002.3
.3(4)

Certificate of Designation for Series A Junior
    Participating Preferred Stock.3
.4(5)

Certificate of Designation for Series B Preferred Stock.3
.5(6)

Certificate of Amendment of Amended and Restated Certificate of
    Incorporation effective July 26, 2007.3
.6(7)

Amended and Restated Bylaws.4
.1(2)

Form of Specimen Common Stock Certificate.4
.2(4)

Rights Agreement dated as of December 1, 2005 between the
    Registrant and Computershare Trust Company, Inc.4
.3(4)

Form of Rights Certificate4
.6(8)

Amendment No. 1 to Rights Agreement, dated as of
    December 21, 2007, between the Registrant and ComputerShare
    Trust Company, Inc.4
.7(22)

Amendment No. 2 to Rights Agreement, dated as of
    February 4, 2011, between the Registrant and ComputerShare
    Trust Company, N.A., successor in interest to Computershare
    Trust Company, Inc.10
.1(2)

Form of Indemnity Agreement entered into by the Registrant with
    each of its directors and officers.10
.2(2)*

1992 Stock Option Plan.10
.3(2)*

Form of Incentive Stock Option under 1992 Stock Option Plan.10
.4(2)*

Form of Nonstatutory Stock Option under 1992 Stock Option Plan.10
.5(9)*

2007 Equity Incentive Plan.10
.6(10)*

Form of Stock Option Agreement under 2007 Equity Incentive Plan.10
.7(10)*

Form of Stock Option Agreement for Non-Employee Directors under
    the 2007 Equity Incentive Plan.10
.8(2)*

2000 Employee Stock Purchase Plan.10
.9(2)*

Form of 2000 Employee Stock Purchase Plan Offering.10
.10(11)*

2000 Non-Employee Directors Stock Option Plan, as amended.10
.11(2)*

Form of Nonstatutory Stock Option Agreement under the 2000
    Non-Employee Director Plan.10
.12(12)*

Description of Compensation Payable to Non-Employee Directors.10
.13(21)*

2010 Base Salaries for Named Executive Officers.10
.15(2)

License Agreement by and between TRW Inc. and TRW Milliwave Inc.
    dated February 28, 2000.10
.16(14)

Purchase Agreement between Nokia and the Registrant dated
    January 1, 2006.10
.17(14)

Frame Purchase Agreement by and between the Registrant and
    Siemens Mobile Communications Spa dated January 16, 2006.10
.18(15)

Lease Agreement by and between Legacy Partners I San Jose,
    LLC and the Registrant dated May 24, 2006.10
.19(16)

Services Agreement by and between Hana Microelectronics Co.,
    Ltd. and the Registrant dated October 15, 2006.10
.20(17)

Lease Agreement by and between 8812, a California limited
    partnership, and the Registrant dated May 20, 2008.10
.21(17)

Amended and Restated Supply Agreement by and between Northrop
    Grumman Space and Mission Systems Corp. and the Registrant dated
    May 12, 2008.10
.22(18)

First Amendment, dated as of December 1, 2008, to Amended
    and Restated Supply Agreement by and between Northrop Grumman
    Space and Mission Systems Corp. and the Registrant dated
    May 12, 2008. 37




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##### Table of Contents



Number

Description10
.23(18)

Amendment, dated as of February 13, 2009, to Amended and
    Restated Supply Agreement by and between Northrop Grumman Space
    and Mission Systems Corp. and the Registrant dated May 12,
    2008.10
.24(19)*

Executive Officer Severance Plan.10
.25(19)*

Senior Executive Officer Severance and Retention Plan.10
.26(20)

Stock Purchase Agreement, dated January 21, 2010, between
    Oak Investment Partners XI, Limited Partnership and the
    Registrant.10
.27(22)

Amendment and Plan of Merger by and among the Registrant,
    Gigoptix, Inc., and Aerie Acquisition Corporation dated
    February 4, 2011.31
.1

Certification of Chief Executive Officer pursuant to Exchange
    Act
    Rules 13a-14(a)
    and 15d-14(a), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.31
.2

Certification of Chief Financial Officer pursuant to Exchange
    Act
    Rules 13a-14(a)
    and 15d-14(a), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.32
.1

Certifications of Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     (1)
    
    Previously filed as an exhibit to the Registrants Current
    Report on
    Form 8-K
    filed on April 24, 2007 and incorporated herein by
    reference.(2)
    
    Previously filed as an exhibit to the Registrants
    Registration Statement on
    Form S-1
    (Registration
    No. 333-41302)
    and incorporated herein by reference.(3)
    
    Previously filed as an exhibit to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2004 and incorporated
    herein by reference.(4)
    
    Previously filed as an exhibit to the Registrants Current
    Report on
    Form 8-K
    filed on December 5, 2005 and incorporated herein by
    reference.(5)
    
    Previously filed as an exhibit to the Registrants Current
    Report on
    Form 8-K
    filed on April 26, 2006 and incorporated herein by
    reference.(6)
    
    Previously filed as an exhibit to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007 and incorporated
    herein by reference.(7)
    
    Previously filed as an exhibit to the Registrants Current
    Report on
    Form 8-K
    filed on July 28, 2008 and incorporated herein by reference.(8)
    
    Previously filed as an exhibit to the Registrants Current
    Report on
    Form 8-K
    filed on December 28, 2007 and incorporated herein by
    reference.(9)
    
    Previously filed as an appendix to the Registrants
    Definitive Proxy Statement on Schedule 14A filed on
    June 13, 2007 and incorporated herein by reference.(10)
    
    Previously filed as an exhibit to the Registrants
    Registration Statement on
    Form S-8
    (Registration
    No. 333-144851)
    and incorporated herein by reference.(11)
    
    Previously filed as an exhibit to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 2005 and
    incorporated herein by reference.(12)
    
    Previously filed as an exhibit to the Registrants Current
    Report on
    Form 8-K
    filed on February 1, 2008 and incorporated herein by
    reference.(13)
    
    Previously filed as an exhibit to the Registrants Annual
    Report on
    Form 10-K
    filed for the fiscal year ended December 31, 2007 and
    incorporated herein by reference.(14)
    
    Previously filed as an exhibit to the Registrants
    Registration Statement on
    Form S-3
    (Registration
    No. 333-144054)
    and incorporated herein by reference.(15)
    
    Previously filed as an exhibit to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006 and incorporated herein
    by reference. 38




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##### Table of Contents



(16)
    
    Previously filed as an exhibit to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 2006 and
    incorporated herein by reference.(17)
    
    Previously filed as an exhibit to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter year ended June 30, 2008 and incorporated
    herein by reference.(18)
    
    Previously filed as an exhibit to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter year ended March 31, 2009 and incorporated
    herein by reference.(19)
    
    Previously filed as an exhibit to the Registrants Current
    Report on
    Form 8-K
    filed on September 17, 2009 and incorporated herein by
    reference.(20)
    
    Previously filed as an exhibit to the Registrants Current
    Report on
    Form 8-K
    filed on January 21, 2010 and incorporated herein by
    reference.(21)
    
    Previously filed as an exhibit to the Registrants Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 2009 and
    incorporated herein by reference.(22)
    
    Previously filed as an exhibit to the Registrants Current
    Report on
    Form 8-K
    filed on February 7, 2011 and incorporated herein by
    reference.*
    
    Indicates a management contract or compensatory plan or
    arrangement.
    
    Confidential treatment has been requested for a portion of this
    exhibit. 39




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##### Table of Contents



SIGNATURES      By:
    /s/  John
    J. Mikulsky   
  By:
    /s/  Curt
    P. Sacks  
    40




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##### Table of Contents



INDEX TO
    EXHIBITS  Number

Description31
.1

Certification of Chief Executive Officer pursuant to Exchange
    Act
    Rules 13a-14(a)
    and 15d-14(a), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.31
.2

Certification of Chief Financial Officer pursuant to Exchange
    Act
    Rules 13a-14(a)
    and 15d-14(a), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.32
.1

Certifications of Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  41