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SEC 1745
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Potential persons who are to respond to the collection of information
contained in this form are not required to respond
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(02-02)
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unless the form
displays a currently valid OMB control number.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(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 16, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
o
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)
o
(b)
o
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Limited Liability Company formed under the laws of the State of New York
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NUMBER OF
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5.
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SOLE VOTING POWER
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SHARES
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26,600
(1)
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BENEFICIALLY
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OWNED BY
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6.
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SHARED VOTING POWER
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EACH
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0
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REPORTING
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PERSON WITH
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7.
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SOLE DISPOSITIVE POWER
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26,600
(1)
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8.
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SHARED DISPOSITIVE POWER
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0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,600 shares of common stock
(1)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
o
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 0.2%
(2)
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC; OO (Limited Liability Corporation)
(1) Potomac Capital Management, LLC may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Potomac Capital Partners I, LP. Potomac Capital Management LLC is the General Partner of Potomac Capital Partners I, LP. Mr. Paul J. Solit is the Managing Member of Potomac Capital Management, LLC
(2) Based on 9,832,684 shares of common stock outstanding as of January 31, 2011
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)
o
(b)
o
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF
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5.
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SOLE VOTING POWER
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SHARES
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0
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BENEFICIALLY
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OWNED BY
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6.
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SHARED VOTING POWER
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EACH
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26,600
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REPORTING
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PERSON WITH
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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26,600
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
The Reporting Person beneficially owns 26,600 shares of common stock.
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
o
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%*
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN; HC
* Based on 9,832,684 shares of common stock outstanding as of October 30, 2009
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.
(d) TITLE OF CLASS OF SECURITIES
Common Stock, par value $0.001 per share
(e) CUSIP NUMBER
29264A206
(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. Not Applicable
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 CAPITAL MANAGEMENT LLC
(a) AMOUNT BENEFICIALLY OWNED:
26,600 shares of common stock
(b) PERCENT OF CLASS:
Approximately 0.2%
(c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
26,600
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
0
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
26,600
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
0
PAUL J. SOLIT
(a) AMOUNT BENEFICIALLY OWNED:
26,600 shares of common stock
(b) PERCENT OF CLASS:
Approximately 0.2%
(c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
0
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
26,600 shares of common stock
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
00
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
26,600 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
x
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 March 15, 2011
POTOMAC CAPITAL MANAGEMENT LLC
By:
/s/ Paul J. Solit
Paul J. Solit, Managing Member
PAUL J. SOLIT
By:
/s/ Paul J. Solit
Paul J. Solit
EXHIBIT INDEX
The following exhibits are filed with this report on Schedule 13G/A:
Exhibit A Identification of entities which acquired the shares which are the
subject of this report on Schedule 13G/A
Exhibit B Joint Filing Agreement dated March 15, 2011 among Potomac Capital
Management LLC, Potomac Capital Management, Inc. and Paul J. Solit
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