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| CIK | 919583 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Strasbaugh
SEC Filings (Chronological Order)
På denne siden finner du en fullstendig, kronologisk liste over SEC-arkiveringer, med unntak av eierskaps-arkiveringer som vi leverer andre steder.
| November 12, 2010 |
As filed with the Securities Exchange Commission on November 12, 2010 Registration No. |
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| November 12, 2010 |
OMB APPROVAL OMB Number: 3235-0167 Expires: November 30, 2010 Estimated average burden hours per response 1. |
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| August 16, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-23576 STRASBAUG |
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| July 29, 2010 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Alan Strasbaugh and Richard Nance, Acting Chief Executive Officer and Chief Financial Officer, respectively, of Strasbaugh (the “Company”), or either of them signing singly, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to: 1. |
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| July 28, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 22, 2010 STRASBAUGH (Exact name of registrant as specified in its charter) California 000-23576 777-0057484 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer |
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| July 9, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 7, 2010 STRASBAUGH (Exact name of registrant as specified in its charter) California (State or other jurisdiction of incorporation) 000-23576 (Commission File Number) 777-0057484 (IRS Employer |
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| July 1, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 25, 2010 STRASBAUGH (Exact name of registrant as specified in its charter) California 000-23576 777-0057484 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer |
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| June 10, 2010 |
EX-24 2 poa.htm POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Chuck Schillings and Richard Nance, Chief Executive Officer and Chief Financial Officer, respectively, of Strasbaugh (the "Company"), or either of them signing singly, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: 1. prepa |
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| May 14, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 || TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-23576 STRASBAUG |
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| March 31, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 000-23576 STRASBAUGH (Ex |
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| February 11, 2010 |
sc13gza SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* Strasbaugh (Name of Issuer) Common Stock (Title of Class of Securities) 86260A101 (CUSIP Number) December 31, 2009 (Date of Event which Requires F |
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| September 10, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 13e-4) (Amendment No. 4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Strasbaugh (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, no par value (Title of Class of Securities) 86260A 101 (CUSIP Number of Class of Securities Un |
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| September 8, 2009 |
/s/ Chuck Schillings Chuck Schillings President Exhibit (a)(1)(C) To Employees of Strasbaugh Eligible to Participate in the Revised Stock Option Exchange Program: I am pleased to announce the commencement of the revised Strasbaugh Stock Option Exchange Program. |
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| September 8, 2009 |
Exhibit (a)(1)(A) STRASBAUGH OFFER TO EXCHANGE OUTSTANDING OPTIONS FOR COMMON STOCK THE OFFER EXPIRES AT 5:00 P. |
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| September 8, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 13e-4) (Amendment No. 3 ) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Strasbaugh (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, no par value (Title of Class of Securities) 86260A 101 (CUSIP Number of Class of Securities U |
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| September 8, 2009 |
Strasbaugh 825 Buckley Road San Luis Obispo, CA 93401 September 8, 2009 Strasbaugh 825 Buckley Road San Luis Obispo, CA 93401 September 8, 2009 Securities and Exchange Commission Washington, D. |
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| September 8, 2009 |
Exhibit (a)(1)(B) The Exchange Program and withdrawal rights expire at 5:00 p.m., PDT, on September 25, 2009 unless the Exchange Program is extended. INSTRUCTIONS TO ELECTION FORM AND INFORMATION SHEET 1. DEFINED TERMS. All terms used in this Election Form and the subsequent Information Sheet but not defined have the meaning given them in the Offer to Exchange, dated September 8 , 2009. References |
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| August 26, 2009 |
/s/ Chuck Schillings Chuck Schillings President Exhibit (a)(1)(C) To Employees of Strasbaugh Eligible to Participate in the Revised Stock Option Exchange Program: I am pleased to announce the commencement of the revised Strasbaugh Stock Option Exchange Program. |
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| August 26, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 13e-4) (Amendment No. 2 ) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Strasbaugh (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, no par value (Title of Class of Securities) 86260A 101 (CUSIP Number of Class of Securities U |
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| August 26, 2009 |
Exhibit (a)(1)(A) STRASBAUGH OFFER TO EXCHANGE OUTSTANDING OPTIONS FOR COMMON STOCK THE OFFER EXPIRES AT 5:00 P. |
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| August 26, 2009 |
Exhibit (a)(1)(B) The Exchange Program and withdrawal rights expire at 5:00 p.m., PDT, on September 25, 2009 unless the Exchange Program is extended. INSTRUCTIONS TO ELECTION FORM AND INFORMATION SHEET 1. DEFINED TERMS. All terms used in this Election Form and the subsequent Information Sheet but not defined have the meaning given them in the Offer to Exchange, dated August 26 , 2009. References i |
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| August 24, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 13e-4) (Amendment No. 1) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Strasbaugh (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, no par value (Title of Class of Securities) 86260A 101 (CUSIP Number of Class of Securities Un |
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| August 24, 2009 |
/s/ Chuck Schillings Chuck Schillings President Exhibit (a)(1)(C) To Employees of Strasbaugh Eligible to Participate in the Revised Stock Option Exchange Program: I am pleased to announce the commencement of the revised Strasbaugh Stock Option Exchange Program. |
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| August 24, 2009 |
Exhibit (a)(1)(A) STRASBAUGH OFFER TO EXCHANGE OUTSTANDING OPTIONS FOR COMMON STOCK THE OFFER EXPIRES AT 5:00 P. |
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| August 24, 2009 |
Exhibit (a)(1)(B) The Exchange Program and withdrawal rights expire at 5:00 p.m., PDT, on September 25, 2009 unless the Exchange Program is extended. INSTRUCTIONS TO ELECTION FORM AND INFORMATION SHEET 1. DEFINED TERMS. All terms used in this Election Form and the subsequent Information Sheet but not defined have the meaning given them in the Offer to Exchange, dated August 24, 2009. References in |
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| July 22, 2009 |
Exhibit (a)(1)(A) STRASBAUGH OFFER TO EXCHANGE OUTSTANDING OPTIONS FOR COMMON STOCK THE OFFER EXPIRES AT 5:00 P. |
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| July 22, 2009 |
To Employees of Strasbaugh Eligible to Participate in the Stock Option Exchange Program: Exhibit (a)(1)(C) To Employees of Strasbaugh Eligible to Participate in the Stock Option Exchange Program: I am pleased to announce the commencement of the Strasbaugh Stock Option Exchange Program. |
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| July 22, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Strasbaugh (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, no par value (Title of Class of Securities) 86260A 101 (CUSIP Number of Class of Securities Underlying Options) |
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| July 22, 2009 |
Exhibit (a)(1)(B) The Exchange Program and withdrawal rights expire at 5:00 p.m., PDT, on August 19, 2009 unless the Exchange Program is extended. INSTRUCTIONS TO ELECTION FORM AND INFORMATION SHEET 1. DEFINED TERMS. All terms used in this Election Form and the subsequent Information Sheet but not defined have the meaning given them in the Offer to Exchange, dated July 22, 2009. References in this |
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| April 15, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2008 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 000-23576 STRASBAUGH (Ex |
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| July 23, 2007 |
STRASBAUGH PLACEMENT WARRANT Warrant No. PW-__ Original Issue Date: May 24, 2007 Exhibit 4.6 NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| July 23, 2007 |
U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 As filed with the Securities Exchange Commission on July 23, 2007 Registration No. |
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| July 23, 2007 |
EX-4.1 6 strasbaughsb2-ex0401.htm SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement Exhibit 4.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 24, 2007, by and among Strasbaugh, a California corporation (the “Company”), and each of the investors identified on the Schedule of Investors attached hereto as Exhibit A (in |
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| July 23, 2007 |
STRASBAUGH CODE OF ETHICS AND CORPORATE CONDUCT EX-14.1 24 strasbaughsb2-ex1401.htm CODE OF ETHICS AND CORPORATE CONDUCT Exhibit 14.1 July 17, 2007 STRASBAUGH CODE OF ETHICS AND CORPORATE CONDUCT Introduction Strasbaugh is committed to conducting business ethically and according to the law. As a Strasbaugh employee, you are expected to conduct yourself in a similar manner. The purpose of this Code of Ethics and Corporate Conduct (the “Code”) is |
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| July 23, 2007 |
Amendment to Loan Documents Borrower: Strasbaugh Date: February 28, 2007 Exhibit 10.9 Silicon Valley Bank Amendment to Loan Documents Borrower: Strasbaugh Date: February 28, 2007 THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank (“Silicon”) and the borrower named above (“Borrower”). The Parties agree to amend the Loan and Security Agreement between them, dated August 23, 2004 (as otherwise amended, if at all, the “Loan Agreement”), as follows |
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| July 23, 2007 |
EX-4.2 7 strasbaughsb2-ex0402.htm REGISTRATION RIGHTS AGREEMENT Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 24, 2007, by and among Strasbaugh, a California corporation (the “Company”), and each of the investors identified on the Schedule of Investors attached hereto as Exhibit A (individually an “Investor” and c |
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| July 23, 2007 |
STRASBAUGH Warrant No. W-_ Original Issue Date: May 24, 2007 Exhibit 4.5 NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| July 23, 2007 |
STRASBAUGH 2007 SHARE INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Stock Option Grant Notice and Stock Option Agreement Exhibit 10.2 STRASBAUGH 2007 SHARE INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Strasbaugh, a California corporation (the “Corporation”), pursuant to its 2007 Share Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Optionee”), an option to purchase the number of shares of the Corporation’s Common Stoc |
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| July 23, 2007 |
Authorized Capital Stock: 115,000,000 Shares - No Par Value 100,000,000 Shares Common Stock Exhibit 4.4h No. Shares Strasbaugh Authorized Capital Stock: 115,000,000 Shares - No Par Value 100,000,000 Shares Common Stock 15,000,000 Shares Preferred Stock 5,909,089 Shares Series A Cumulative Redeemable Convertible Preferred Stock SERIES A CUMULATIVE REDEEMABLE CONVERTIBLE PREFERRED STOCK SEE LEGEND(S) ENDORSED ON REVERSE SIDE This Certifies that SPECIMIN is the record holder of Shares of Pr |
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| July 23, 2007 |
AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT EX-2.2 3 strasbaughsb2-ex0202.htm AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT Exhibit 2.2 AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT THIS AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT (this “Amendment”) is made and entered into as of April 30, 2007, by and among CTK WINDUP CORPORATION, a California corporation (“CTK”); and STRASBAUGH, a California corporation (“Strasbaugh”). R E C I T A L S A. CTK |
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| July 23, 2007 |
Office Address: 1495 Ridgeview Drive, Ste. 200 Reno, Nevada 89519-6634 Exhibit 16.1 MARK BAILEY & COMPANY. LTD. Certified Public Accountants Management Consultants Office Address: 1495 Ridgeview Drive, Ste. 200 Reno, Nevada 89519-6634 Phone: 775/332.4200 Fax: 775/332.4210 E-Fax: 775/201.0907 July 12, 2007 Securities & Exchange Commission 100 F Street, NE Washington, DC 20549 Pursuant to 17 C.F.R. Section 229.304(a)(3) (Item 304), we have reviewed the language under t |
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| July 23, 2007 |
EX-10.6 17 strasbaughex1006.htm EMPLOYMENT AGR Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into as of the date last written below (the "Effective Date"), by and between STRASBAUGH, a California corporation ("Company"), and ALAN STRASBAUGH ("Employee") with reference to the following facts: A. The Company wishes to retain the services of the Employe |
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| July 23, 2007 |
EX-10.3 14 strasbaughsb2-ex1003.htm INDEMNIFICATION AGREEMENT Exhibit 10.3 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of the date set forth on the signature page to this Agreement, by and between Strasbaugh, a California corporation (“Company”), and the individual named on the signature page to this Agreement (“Indemnitee”), an officer and/or a director of th |
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| July 23, 2007 |
AMENDMENT LOAN AND SECURITY AGREEMENT EX-10.10 21 strasbaughsb2-ex1010.htm AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit 10.10 AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 22nd day of May 2007, by and between Silicon Valley Bank (“Bank”) and R. H. Strasbaugh (fka Strasbaugh), a California corporation (“Borrower”) whose address is 825 Buckley Road, San |
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| July 23, 2007 |
Silicon Valley Bank SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT Exhibit 10.8 Silicon Valley Bank SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 23, 2004, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (FAX 408-654-6212) (“Bank”) and STRASBAUGH, a California corporation, with offices at 825 B |
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| July 23, 2007 |
STRASBAUGH 2007 SHARE INCENTIVE PLAN ARTICLE ONE GENERAL PROVISIONS Exhibit 10.1 STRASBAUGH 2007 SHARE INCENTIVE PLAN ARTICLE ONE GENERAL PROVISIONS I. Purpose of the Plan. This 2007 Share Incentive Plan is intended to promote the interests of Strasbaugh by providing eligible persons in the Corporation’s service with the opportunity to acquire a proprietary or economic interest, or otherwise increase their proprietary or economic interest, in the Corporation as an |
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| July 23, 2007 |
EX-2.1 2 strasbaughsb2-ex0201.htm SHARE EXCHANGE AGREEMENT Exhibit 2.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2007, by and among CTK WINDUP CORPORATION, a California corporation (“CTK”); STRASBAUGH, a California corporation (“Strasbaugh”); and each of the shareholders of Strasbaugh identified on the signature pages hereo |
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| July 23, 2007 |
EX-21.1 26 strasbaughsb2-ex2101.htm SUBSIDIARIES Exhibit 21.1 SUBSIDIARIES OF STRASBAUGH 1. R. H. Strasbaugh, a California corporation |
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| July 23, 2007 |
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION EX-10.12 22 strasbaughsb2-ex1012.htm LEASE Exhibit 10.12 AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. Parties. This lease, dated, for reference purposes only July 1, 1986, is made by and between LARRY H. STRASBAUGH and ALAN E. STRASBAUGH (herein celled “Lessor”) and R. Howard Strasbaugh, Inc. (herein called “Lessee”). 2. Premises. Lessor hereby leases to Lessee and Lessee leases from Lessor for |
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| July 23, 2007 |
STANDARD INDUSTRIAL LEASE ASSIGNMENT EX-10.13 23 strasbaughsb2-ex1013.htm STANDARD LEASE Exhibit 10.13 STANDARD INDUSTRIAL LEASE ASSIGNMENT Reference is hereby made to that certain Standard Industrial Lease, covering certain premises located at 825 Buckley Road in the City of San Luis Obispo, County of San Luis Obispo, State of California, more particularly described as follows: Parcels 1 and 2 of Parcel Map CO 87-164 recorded in Boo |
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| July 23, 2007 |
EX-10.7 18 strasbaughsb2-ex1007.htm LICENSE AGREEMENT Exhibit 10.7 LICENSE AGREEMENT THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of December 20, 2000 (the “Effective Date”), by and between Strasbaugh, a California corporation “Strasbaugh”), and Lam Research Corporation, a Delaware corporation (“Lam”). Each of Strasbaugh and Lam is sometimes referred to herein as a “Party” and some |
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| July 23, 2007 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF STRASBAUGH TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1 PRINCIPAL OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETINGS 1 2.4 NOTICE OF SHAREHOLDERS’ MEETINGS 2 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE 3 2.6 QUORUM 3 2.7 ADJOURNED MEETING; NOTICE 3 2.8 VOTIN |
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| July 23, 2007 |
Exhibit 4.3 |
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| July 23, 2007 |
AMENDED AND RESTATED ARTICLES OF INCORPORATION CTK WINDUP CORPORATION Articles of Incorporation Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CTK WINDUP CORPORATION The undersigned, J. Michael Gullard, certifies that: 1. He is the President and the Secretary of CTK Windup Corporation, a California corporation. 2. The Amended and Restated Articles of Incorporation of this corporation are amended and restated to read in their entirety as follows: ARTIC |
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| July 23, 2007 |
Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT STRASBAUGH AND CHUCK SCHILLINGS TABLE OF CONTENTS Page 1. General Duties of Employer and Executive 1 2. Compensation and Benefits 2 3. Preservation of Business; Fiduciary Responsibility 3 4. Term 3 5. Termination Other Than by Expiration of the Term 3 6. Effect of Termination 4 7. Covenants of Confidentiality, Nondisclosure and Noncompetition 7 8. Invent |
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| July 23, 2007 |
Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT STRASBAUGH AND RICHARD H. NANCE TABLE OF CONTENTS Page 1. General Duties of Employer and Executive 1 2. Compensation and Benefits 2 3. Preservation of Business; Fiduciary Responsibility 3 4. Term 3 5. Termination Other Than by Expiration of the Term 3 6. Effect of Termination 4 7. Covenants of Confidentiality, Nondisclosure and Noncompetition 7 8. Invent |
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| February 9, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* CELERITEK INC (Name of Issuer) Common Stock (Title of Class of Securities) 150926103 (CUSIP Number) December 31, 2006 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 2, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* CELERITEK INC (Name of Issuer) Common Stock (Title of Class of Securities) 150926103 (CUSIP Number) December 31, 2006 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 6, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* CELERITEK INC (Name of Issuer) Common Stock (Title of Class of Securities) 150926103 (CUSIP Number) December 31, 2005 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| August 12, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 e15v12g UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-21484 CTK Windup Corp. (Exact name of registrant as specified in |
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| July 29, 2005 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K e10vk Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2005 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-23576 CTK Win |
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| July 29, 2005 |
EXHIBIT 10.15 CELERITEK, INC. CODE OF BUSINESS CONDUCT AND ETHICS (As adopted on November 8, 2002) I. INTRODUCTION This Code of Business Conduct and Ethics helps ensure compliance with legal requirements and our standards of business conduct. All Company employees are expected to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day activities, comply w |
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| July 29, 2005 |
exv21 Exhibit 21 Subsidiaries Tavanza, Inc. |
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| July 11, 2005 |
Celeritek, Inc. Announces Delisting from Nasdaq; Sets Final Record Date for Distributions Exhibit 99.1 Celeritek, Inc. Announces Delisting from Nasdaq; Sets Final Record Date for Distributions July 11, 2005, Santa Clara, California - Celeritek, Inc. (Nasdaq: CLTK) today announced that its common stock has been delisted from the Nasdaq Stock Market effective today, July 11, 2005. Celeritek also announced that at the close of business on July 22, 2005, it will close its stock transfer bo |
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| July 11, 2005 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 10, 2005 CELERITEK, INC. |
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| June 3, 2005 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 3, 2005 CELERITEK, INC. |
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| June 3, 2005 |
Exhibit 99.1 Celeritek Closes Sale of Assets Sale to Mimix Broadband, Announces Cash Dividend; Plan of Dissolution Approved by Shareholders June 3, 2005, Santa Clara, California - Celeritek, Inc. (Nasdaq: CLTK) announced today that it has completed the sale of substantially all of its assets relating to its gallium arsenide (GaAs) semiconductor components to Mimix Broadband, Inc. The purchase pric |
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| June 2, 2005 |
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement þ Definitive Additional Materials o Soliciting Material Pursuant to §240. |
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| May 13, 2005 |
CELERITEK REPORTS FOURTH QUARTER AND YEAR END RESULTS Exhibit 99.1 Celeritek, Inc. CELERITEK REPORTS FOURTH QUARTER AND YEAR END RESULTS (SANTA CLARA, CA), May 13, 2005,—Celeritek (NASDAQ National Market System Symbol: CLTK), a manufacturer of GaAs semiconductor components for defense applications and commercial communications networks, today reported financial results for its fourth quarter and fiscal year ended March 31, 2005. Financial Results For |
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| May 13, 2005 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 13, 2005 CELERITEK, INC. |
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| May 5, 2005 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| May 5, 2005 |
May 5, 2005 Via EDGAR and Overnight Courier Securities and Exchange Commission Division of Corporate Finance Mail Stop 03-06 450 Fifth Street, NW Washington, D. |
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| May 4, 2005 |
prer14a Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 4, 2005 |
corresp May 3, 2005 Via EDGAR and Overnight Courier Securities and Exchange Commission Division of Corporate Finance Mail Stop 03-06 450 Fifth Street, NW Washington, D. |
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| April 14, 2005 |
prer14a Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 14, 2005 |
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION] April 14, 2005 corresp [LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION] April 14, 2005 Via EDGAR and Overnight Courier Securities and Exchange Commission Division of Corporate Finance Mail Stop 03-06 450 Fifth Street, NW Washington, D. |
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| March 21, 2005 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 15, 2005 |
Exhibit 99.1 Contacts: Investors Press Celeritek Carl Frampton Julie A. Teinert Peggy Smith Chief Financial Officer Vice President Marketing Chief Financial Officer Mimix Broadband, Inc. Mimix Broadband, Inc. Celeritek, Inc. (281) 988-4600 x20 (281) 988-4600 x14 (408) 986-5060 Mimix Broadband, Inc. Enters Agreement to Acquire Assets of Celeritek, Inc. March 14, 2005, Houston, Texas and Santa Clara |
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| March 15, 2005 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 14, 2005 CELERITEK, INC. |
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| March 15, 2005 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 14, 2005 CELERITEK, INC. |
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| March 15, 2005 |
Exhibit 2.2 FORM OF VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 14, 2005 by and among Mimix Broadband, Inc., a Texas corporation (“Mimix”), and the undersigned shareholder (“Shareholder”) of Celeritek, Inc., a California corporation (the “Company”). W I T N E S S E T H: WHEREAS, Mimix and the Company are entering into an Asset Purchase Agreement ( |
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| March 15, 2005 |
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT by and between MIMIX BROADBAND, INC. (the “Buyer”) and CELERITEK, INC. (the “Seller”) March 14, 2005 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 1.1 Capitalized Terms 1 1.2 Additional Capitalized Terms 8 1.3 Construction. 9 ARTICLE 2 PURCHASE AND SALE OF ASSETS & ASSUMPTION OF LIABILITIES 10 2.1 Purchase and Sale of Assets. 10 2.2 Assumption of Liabilities. |
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| March 15, 2005 |
Exhibit 2.2 FORM OF VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 14, 2005 by and among Mimix Broadband, Inc., a Texas corporation (“Mimix”), and the undersigned shareholder (“Shareholder”) of Celeritek, Inc., a California corporation (the “Company”). W I T N E S S E T H: WHEREAS, Mimix and the Company are entering into an Asset Purchase Agreement ( |
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| March 15, 2005 |
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT by and between MIMIX BROADBAND, INC. (the “Buyer”) and CELERITEK, INC. (the “Seller”) March 14, 2005 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 1.1 Capitalized Terms 1 1.2 Additional Capitalized Terms 8 1.3 Construction. 9 ARTICLE 2 PURCHASE AND SALE OF ASSETS & ASSUMPTION OF LIABILITIES 10 2.1 Purchase and Sale of Assets. 10 2.2 Assumption of Liabilities. |
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| March 15, 2005 |
Exhibit 99.1 Contacts: Investors Press Celeritek Carl Frampton Julie A. Teinert Peggy Smith Chief Financial Officer Vice President Marketing Chief Financial Officer Mimix Broadband, Inc. Mimix Broadband, Inc. Celeritek, Inc. (281) 988-4600 x20 (281) 988-4600 x14 (408) 986-5060 Mimix Broadband, Inc. Enters Agreement to Acquire Assets of Celeritek, Inc. March 14, 2005, Houston, Texas and Santa Clara |
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| March 14, 2005 |
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 14, 2005 |
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 10, 2005 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 7, 2005 CELERITEK, INC. |
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| February 15, 2005 |
Exhibit 10.1 SECOND AMENDMENT TO LEASE This Second Amendment to Lease (“Amendment”), is made and entered into this 17th day of November, 2004 by and between Mission West Properties, L.P. II (formerly known as Berg & Berg Developers), a Delaware limited partnership (“Lessor”) and Celeritek, Inc., a California Corporation (“Lessee”). RECITALS A. Lessee currently leases from Lessor 54,672 square feet |
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| February 15, 2005 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q e10vq Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2004 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-2357 |
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| February 9, 2005 |
OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response……. |
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| January 19, 2005 |
Exhibit 99.1 CELERITEK REPORTS THIRD QUARTER RESULTS (SANTA CLARA, CA), Jan. 19, 2004,-Celeritek, Inc. (NASDAQ National Market System Symbol: CLTK), a manufacturer of GaAs semiconductor components for defense applications and commercial communications networks, today reported financial results for its third quarter ended December 31, 2004. FINANCIAL RESULTS For the third quarter of fiscal 2005, Ce |
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| January 19, 2005 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 19, 2005 CELERITEK, INC. |
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| January 6, 2005 |
Financial Statements and Exhibits Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 22, 2004 CELERITEK, INC. |
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| December 7, 2004 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 1, 2004 CELERITEK, INC. |
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| November 10, 2004 |
EXHIBIT 10.3 CELERITEK, INC. OUTSIDE DIRECTORS' STOCK OPTION PLAN (as amended through October 21, 2004) 1. Purposes of the Plan. The purposes of this Outside Directors' Stock Option Plan are to attract and retain the best available personnel for service as Outside Directors (as defined herein) of the Company, to provide additional incentive to the Outside Directors of the Company to serve as Direc |
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| November 10, 2004 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q e10vq Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-235 |
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| November 10, 2004 |
Exhibit 10.2 CELERITEK, INC. 1994 STOCK OPTION PLAN (AS AMENDED THROUGH OCTOBER 21, 2004) 1. Purposes of the Plan. The purposes of this Stock Option Plan are: - to attract and retain the best available personnel for positions of substantial responsibility, - to provide additional incentive to Employees, Directors and Consultants, and - To promote the success of the Company's business. Options gran |
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| November 8, 2004 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 3, 2004 CELERITEK, INC. |
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| November 3, 2004 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 29, 2004 CELERITEK, INC. |
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| November 3, 2004 |
EXHIBIT 99.1 CELERITEK ANNOUNCES CASH DIVIDEND (SANTA CLARA, CA) October 29, 2004 - Celeritek, Inc. (Nasdaq: CLTK), announced today that its board of directors has declared an extraordinary cash dividend of $3.00 per share of common stock, payable on December 1, 2004, to shareholders of record on November 17, 2004. Celeritek expects that Nasdaq will set the ex-dividend date on December 2, 2004, th |
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| October 28, 2004 |
EXHIBIT 99.1 [CELERITEK LOGO] [TELEDYNE TECHNOLOGIES LOGO] 3236 Scott Blvd. 12333 West Olympic Blvd. Santa Clara, CA 95054 Los Angeles, CA 90064 NEWS RELEASE TELEDYNE ACQUIRES DEFENSE ASSETS OF CELERITEK, INC. LOS ANGELES, Calif. and Santa Clara, Calif. - October 22, 2004 - Teledyne Technologies Incorporated (NYSE:TDY) and Celeritek, Inc. (Nasdaq:CLTK) jointly announced today that Teledyne, throug |
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| October 28, 2004 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 22, 2004 CELERITEK, INC. |
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| October 20, 2004 |
Exhibit 99.1 Celeritek, Inc. CELERITEK REPORTS SECOND QUARTER RESULTS (SANTA CLARA, CA), Oct. 20, 2004,-Celeritek (NASDAQ National Market System Symbol: CLTK), a manufacturer of GaAs semiconductor components and GaAs-based subsystems for defense applications and commercial communications networks, today reported financial results for its second quarter ended September 30, 2004. FINANCIAL RESULTS F |
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| October 20, 2004 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 20, 2004 CELERITEK, INC. |
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| September 29, 2004 |
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| September 16, 2004 |
prer14a Table of Contents SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| September 16, 2004 |
defm14a Table of Contents SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240. |
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| September 10, 2004 |
prer14a Table of Contents SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| August 31, 2004 |
Table of Contents SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| August 26, 2004 |
EXHIBIT 10.1 CONFIDENTIAL TREATMENT REQUEST * Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. CELERITEK/TELEDYNE CONFIDENTIAL SUPPLY AGREEMENT This SUPPLY AGREEMENT (this "Agreement") is effective as of the Closing of the Asset Purchase Agreement (as defined below) (the "Effective |
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| August 26, 2004 |
Financial Statements and Exhibits Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 8, 2004 CELERITEK, INC. |
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| August 23, 2004 |
sc13dza OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response. |
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| August 11, 2004 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q e10vq Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-23576 CE |
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| July 27, 2004 |
prem14a Table of Contents SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| July 23, 2004 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1) e10vkza Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1) (MARK ONE) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2004 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file num |
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| July 15, 2004 |
CELERITEK REPORTS FIRST QUARTER RESULTS exv99w1 Exhibit 99.1 CELERITEK REPORTS FIRST QUARTER RESULTS (SANTA CLARA, CA), July 15, 2004,—Celeritek (NASDAQ National Market System Symbol: CLTK), a manufacturer of GaAs semiconductor components and GaAs-based subsystems for defense applications and commercial communications networks, today reported financial results for its first quarter ended June 30, 2004. Financial Results For the first qu |
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| July 15, 2004 |
defa14a SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| July 15, 2004 |
e8vk SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933 July 15, 2004 Date of Report (date of earliest event reported) CELERITEK, INC. (Exact name of Registrant as specified in its charter) California 0-23576 77-0057484 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer inco |
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| July 9, 2004 |
EXHIBIT 2.1 EXECUTION COPY ASSET PURCHASE AGREEMENT BY AND BETWEEN TELEDYNE WIRELESS, INC. (THE "BUYER") AND CELERITEK, INC. (THE "SELLER") JULY 8, 2004 EXECUTION COPY TABLE OF CONTENTS PAGE - ARTICLE 1 DEFINITIONS....................................................................................... 1 1.1 Capitalized Terms....................................................... 1 1.2 Additional Ca |
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| July 9, 2004 |
3236 Scott Blvd. 12333 West Olympic Blvd. Santa Clara, CA 95054 Los Angeles, CA 90064 EXHIBIT 99.1 3236 Scott Blvd. 12333 West Olympic Blvd. Santa Clara, CA 95054 Los Angeles, CA 90064 NEWSRELEASE Teledyne Enters Agreement to Acquire Defense Assets of Celeritek, Inc. LOS ANGELES, Calif. and SANTA CLARA, Calif. – July 8, 2004 –Teledyne Technologies Incorporated (NYSE:TDY) and Celeritek, Inc. (Nasdaq:CLTK) jointly announced today that Teledyne, through its subsidiary Teledyne Wireles |
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| July 9, 2004 |
EXHIBIT 10.1 CELERITEK/TELEDYNE CONFIDENTIAL SUPPLY AGREEMENT This SUPPLY AGREEMENT (this "Agreement") is effective as of the Closing of the Asset Purchase Agreement (as defined below) (the "Effective Date") by and between CELERITEK, INC., a California corporation with a principal place of business at 3236 Scott Boulevard, Santa Clara, CA 95054 ("Celeritek"), and TELEDYNE WIRELESS, INC. (D/B/A TEL |
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| July 9, 2004 |
EXHIBIT 2.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this "AGREEMENT") is made and entered into as of July , 2004 by and among Teledyne Wireless, Inc., a Delaware corporation ("TELEDYNE"), and the undersigned shareholder ("SHAREHOLDER") of Celeritek, Inc., a California corporation (the "COMPANY"). W I T N E S S E T H: WHEREAS, Teledyne and the Company are entering into an Asset Purchase Agreement ( |
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| July 9, 2004 |
e8vk SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933 July 8, 2004 Date of Report (date of earliest event reported) CELERITEK, INC. (Exact name of Registrant as specified in its charter) California 0-23576 77-0057484 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incor |
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| July 9, 2004 |
defa14a SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| June 25, 2004 |
EXHIBIT 21 Subsidiaries Celeritek has the following subsidiaries: Celeritek UK, Ltd, and Tavanza, Inc. |
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| June 25, 2004 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K e10vk Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2004 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-23576 Celerit |
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| May 5, 2004 |
Exhibit 99.1 Celeritek, Inc. CELERITEK REPORTS FOURTH QUARTER AND YEAR END RESULTS (SANTA CLARA, CA), May 5, 2004,-Celeritek (NASDAQ National Market System Symbol: CLTK), a manufacturer of GaAs semiconductor components and GaAs-based subsystems for defense applications and commercial communications networks, today reported financial results for its fourth quarter and fiscal year ended March 31, 20 |
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| May 5, 2004 |
e8vk Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933 May 5, 2004 Date of Report (date of earliest event reported) CELERITEK, INC. (Exact name of Registrant as specified in its charter) California 0-23576 77-0057484 (State or other jurisdiction of incorporation or organization) |
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| February 26, 2004 |
Celeritek, Inc., Form 8-K/A, 2/23/2004 Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933 February 23, 2004 Date of Report (date of earliest event reported) CELERITEK, INC. (Exact name of Registrant as specified in its charter) California 0-23576 77-0057484 (State or other juri |
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| February 26, 2004 |
February 25, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Gentlemen: We have read Item 4 of Form 8-K/A (dated February 23, 2004), of Celeritek Inc. and are in agreement with the statements contained in the first three paragraphs and the first sentence of the sixth paragraph on page 2 therein. We have no basis to agree or disagree with other statements of the |
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| February 23, 2004 |
EXHIBIT 16.1 TO FORM 8-K February 23, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Gentlemen: We have read Item 4 of Form 8-K dated (dated February 23, 2004), of Celeritek Inc. and are in agreement with the statements contained in the first two paragraphs and the first sentence of the sixth paragraph on page 2 therein. We have no basis to agree or disagree wi |
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| February 23, 2004 |
e8vk Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933 February 23, 2004 Date of Report (date of earliest event reported) CELERITEK, INC. (Exact name of Registrant as specified in its charter) California 0-23576 77-0057484 (State or other jurisdiction of (Commission File Number) |
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| February 13, 2004 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q e10vq Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2003 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-2357 |
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| February 6, 2004 |
OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response…………11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 27, 2004 |
Exhibit 99.1 CELERITEK REPORTS THIRD QUARTER RESULTS (SANTA CLARA, CA), January 27, 2004,-Celeritek (NASDAQ National Market System Symbol: CLTK), a manufacturer of GaAs semiconductor components and GaAs-based subsystems for defense applications and commercial communications networks, today reported financial results for its third quarter ended December 31, 2003. FINANCIAL RESULTS For the third qua |
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| January 27, 2004 |
Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933 January 27, 2004 Date of Report (date of earliest event reported) CELERITEK, INC. (Exact name of Registrant as specified in its charter) California 0-23576 77-0057484 (State or other jurisdiction of (Commission File Number) (I.R. |
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| January 15, 2004 |
CELERITEK ANNOUNCES CASH DIVIDEND Exhibit 99.1 CELERITEK ANNOUNCES CASH DIVIDEND (SANTA CLARA, CA), January 14, 2004,—Celeritek (NASDAQ National Market System Symbol: CLTK), a manufacturer of GaAs semiconductor components and GaAs-based subsystems for defense applications and commercial communications networks, today announced its Board of Directors has declared an extraordinary cash dividend of $4.50 per share of common stock, pa |
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| January 15, 2004 |
Form 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933 January 15, 2004 Date of Report (date of earliest event reported) CELERITEK, INC. (Exact name of Registrant as specified in its charter) California 0-23576 77-0057484 (State or other jurisdiction of incorporation or orga |
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| November 12, 2003 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Celeritek, Inc., Form 10-Q, 9/30/2003 Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2003 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from |
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| October 31, 2003 |
As filed with the Securities and Exchange Commission on October 31, 2003 Celeritek, Inc. Fomr S-8 As filed with the Securities and Exchange Commission on October 31, 2003 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 CELERITEK, INC. (Exact name of Registrant as specified in its charter) California (State or other jurisdiction of incorporation or organization) 77-0057484 ( |
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| October 15, 2003 |
CELERITEK REPORTS SECOND QUARTER RESULTS Exhibit 99.1 Exhibit 99.1 CELERITEK REPORTS SECOND QUARTER RESULTS (SANTA CLARA, CA), October 15, 2003,—Celeritek (NASDAQ National Market System Symbol: CLTK), a manufacturer of GaAs semiconductor components and GaAs-based subsystems for defense applications and commercial communications networks, today reported financial results for its second quarter ended September 30, 2003. Financial Results F |
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| October 15, 2003 |
Celeritek, Inc., Form 8-K, 10/15/03 Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933 October 15, 2003 Date of Report (date of earliest event reported) CELERITEK, INC. (Exact name of Registrant as specified in its charter) California 0-23576 77-0057484 (State or other jurisdicti |
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| August 13, 2003 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-23576 CELERITE |
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| July 15, 2003 |
Table of Contents SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| June 27, 2003 |
EX-99.1 6 f91108exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 CERTIFICATION 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 I, Tamer Husseini, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Celeritek, I |
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| June 27, 2003 |
EX-3.2 3 f91108exv3w2.txt EXHIBIT 3.2 EXHIBIT 3.2 BYLAWS OF CELERITEK, INC. (as amended through May 28, 2003) TABLE OF CONTENTS PAGE - ARTICLE I CORPORATE OFFICES...........................................................................................1 1.1 PRINCIPAL OFFICE....................................................................................1 1.2 OTHER OFFICES...................... |
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| June 27, 2003 |
Exhibit 21 Subsidiaries Celeritek has the following subsidiaries: Celeritek UK, Ltd, Tavanza, Inc., and Celeritek Korea. In addition, Powerfore, Inc. is a subsidiary of Tavanza, Inc. |
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| June 27, 2003 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 10-K 1 f91108e10vk.htm FORM 10-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2003 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission f |
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| June 9, 2003 |
Celeritek, Inc. Form 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933 June 6, 2003 Date of Report (date of earliest event reported) CELERITEK, INC. (Exact name of Registrant as specified in its charter) California 0-23576 77-0057484 (State or other jurisdiction of incorpora |
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| June 9, 2003 |
CELERITEK TERMINATES SHAREHOLDER RIGHTS PLAN Exhibit 99.1 CELERITEK TERMINATES SHAREHOLDER RIGHTS PLAN For Further Information: Peggy Smith Celeritek (408) 986-5060 Barrett Godsey Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449 For Immediate Release SANTA CLARA, Calif., June 6, 2003 — Celeritek, Inc. (Nasdaq: CLTK), a manufacturer of GaAs semiconductor components for the wireless communications market and GaAs-based subsystems for the |
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| May 28, 2003 |
EX-99.J 4 v90518exv99wj.htm EXHIBIT J Exhibit J Celeritek, Inc. 3236 Scott Boulevard Santa Clara, CA 95054 May 18, 2003 Celeritek Shareholder Protective Committee c/o B. Riley and Co., Inc. 11150 Santa Monica Blvd., Suite 750 Los Angeles, CA 90025 Re: Terms of Settlement Gentlemen: As you know, the Celeritek Shareholder Protective Committee (the “Committee”) has requested that Celeritek, Inc. (the |
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| May 28, 2003 |
sc13dza Table of Contents OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response. |
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| May 28, 2003 |
Celeritek, Inc., Form 8-K, 5/27/2003 Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933 May 28, 2003 Date of Report (date of earliest event reported) CELERITEK, INC. (Exact name of Registrant as specified in its charter) California 0-23576 77-0057484 (State or other jurisdiction |
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| May 28, 2003 |
Exhibit K For Further Information: Peggy Smith Bryant Riley Celeritek Celeritek Celeritek Shareholder Protective Committee (408) 986-5060 B. |
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| May 28, 2003 |
Exhibit 99.1 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (this "Agreement") is made and entered into as of May 28, 2003 by and among: (i) Celeritek, Inc., a California corporation (the "Company"), (ii) the Celeritek Shareholder Protective Committee ("Committee"), (iii) the persons and entities listed on the signature pages hereto (together with the Committee, the "Committee Parties"), (iv) and |
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| May 28, 2003 |
EXHIBIT A JOINT FILING AGREEMENT This Joint Filing Agreement (this “Agreement”) hereby confirms the agreement by and among all of the undersigned that the Amendment No. |
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| May 19, 2003 |
Exhibit 99.1 For Further Information: Peggy Smith Bryant Riley Celeritek Celeritek Shareholder Protective Committee (408) 986-5060 B. Riley & Co. (310) 966-1444 Barrett Godsey Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449 CELERITEK REACHES SETTLEMENT AGREEMENT WITH SHAREHOLDER PROTECTIVE COMMITTEE SANTA CLARA, Calif., May 19, 2003 - Celeritek, Inc. (Nasdaq: CLTK), a manufacturer of GaAs se |
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| May 19, 2003 |
Exhibit 99.2 Celeritek, Inc. 3236 Scott Boulevard Santa Clara, CA 95054 May 18, 2003 Celeritek Shareholder Protective Committee c/o B. Riley and Co., Inc. 11150 Santa Monica Blvd., Suite 750 Los Angeles, CA 90025 RE: TERMS OF SETTLEMENT Gentlemen: As you know, the Celeritek Shareholder Protective Committee (the "Committee") has requested that Celeritek, Inc. (the "Company") call a special meeting |
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| May 19, 2003 |
Celeritek, Form 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 14, 2003 |
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 12, 2003 |
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 9, 2003 |
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 9, 2003 |
Celeritek, Inc. Definitive Additional Materials SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement x |
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| May 5, 2003 |
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 30, 2003 |
Celeritek, Inc., 8-K, 4/30/2003 Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933 April 30, 2003 Date of Report (date of earliest event reported) CELERITEK, INC. (Exact name of Registrant as specified in its charter) California (State or other jurisdiction of incorporation or or |
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| April 30, 2003 |
Exhibit 99.1 Celeritek, Inc. CELERITEK REPORTS FOURTH QUARTER AND YEAR END RESULTS (SANTA CLARA, CA), April 30, 2003,-Celeritek (NASDAQ National Market System Symbol: CLTK), a manufacturer of GaAs semiconductor components for the wireless communications market and GaAs-based subsystems for the defense market, today reported financial results for its fourth quarter and fiscal year ended March 31, 2 |
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| April 25, 2003 |
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 21, 2003 |
defa14a SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 18, 2003 |
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 16, 2003 |
Exhibit 10.1 CELERITEK, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT This Change of Control Severance Agreement (the "Agreement") is made and entered into effective as of November 22, 2002 (the "Effective Date"), by and between Tamer Husseini (the "Employee") and Celeritek, Inc., a California corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Section 1 below |
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| April 16, 2003 |
Exhibit 99.1 CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF CELERITEK, INC. (as adopted by the Board of Directors on March 27, 2003) PURPOSE: The purpose of the Audit Committee of the Board of Directors of Celeritek, Inc., a California corporation (the "Company"), shall be to: - Oversee the accounting and financial reporting processes of the Company and audits of the financial statem |
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| April 16, 2003 |
EXHIBIT 99.3 CHARTER FOR THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS OF CELERITEK, INC. (as adopted by the Board of Directors on March 27, 2003) PURPOSE: The purpose of the Corporate Governance and Nominating Committee (the "Committee") of the Board of Directors (the "Board") of Celeritek, Inc. (the "Company") is to assist the Board in meeting appropriate governance |
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| April 16, 2003 |
Exhibit 10.2 CELERITEK, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT This Change of Control Severance Agreement (the "Agreement") is made and entered into effective as of November 22, 2002 (the "Effective Date"), by and between Margaret Smith (the "Employee") and Celeritek, Inc., a California corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Section 1 below |
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| April 16, 2003 |
EXHIBIT 99.2 CHARTER FOR THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF CELERITEK, INC. (as adopted by the Board of Directors on March 27, 2003) PURPOSE: The purpose of the Compensation Committee of the Board of Directors (the "Board") of Celeritek, Inc. (the "Company") shall be to discharge the Board's responsibilities relating to compensation of the Company's executive officers. The Com |
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| April 16, 2003 |
Exhibit 99.4 CORPORATE GOVERNANCE GUIDELINES OF CELERITEK, INC. (as adopted by the Board of Directors on March 27, 2003) I. THE PRINCIPAL FUNCTIONS OF THE BOARD OF DIRECTORS. The Role of the Board of Directors. The fundamental role of the Board of Directors (the "Board") is to exercise its business judgment to act in what the directors reasonably believe to be the best interests of Celeritek, Inc. |
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| April 16, 2003 |
Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933 April 16, 2003 Date of Report (date of earliest event reported) CELERITEK, INC. (Exact name of Registrant as specified in its charter) California 0-23576 77-0057484 (State or other jurisdiction of (Commission File Number) (I.R.S. |
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| April 8, 2003 |
Celeritek, Inc. Definitive Additional Materials SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o |
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| April 8, 2003 |
Celeritek, Inc. Definitive Additional Materials SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o |
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| April 7, 2003 |
Table of Contents SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 7, 2003 |
PREC14A 1 f88541pcprec14a.htm PREC14A SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive |
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| April 7, 2003 |
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 4, 2003 |
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS e3 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned hereby make, constitute and appoint each of Tim McGaw, Eileen Davis and Kevin Douglas, each acting individually, as the undersigneds’ true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Rural Cellular Corporation, a Minnesota corporation (the “Company”), with the U. |
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| April 4, 2003 |
SEC Form 3 FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2005 Es |
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| March 25, 2003 |
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 17, 2003 |
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 11, 2003 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment [ ]) * CELERITEK INC (Name of Issuer) Common Stock (Title of Class of Securities) 150926103 (CUSIP Number) December 31, 2002 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| February 10, 2003 |
EXHIBIT 99.1 CERTIFICATION 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 I, Tamer Husseini, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Celeritek, Inc. on Form 10-Q for the quarterly per |
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| February 10, 2003 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2002 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-23576 CELE |
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| January 16, 2003 |
As filed with the Securities and Exchange Commission on January 16, 2003 S-8 1 f86807sv8.htm FORM S-8 Table of Contents As filed with the Securities and Exchange Commission on January 16, 2003 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 CELERITEK, INC. (Exact name of Registrant as specified in its charter) California 77-0057484 (State or other jurisdiction of incorporat |
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| January 16, 2003 |
EXHIBIT 4.1 TAVANZA, INC. 2000 STOCK INCENTIVE PLAN 1. Purpose of Plan. The name of this plan is the Tavanza, Inc. 2000 Stock Incentive Plan (the "Plan"). The Plan was adopted by the Board (as hereinafter defined) on and approved by the stockholders of the Company (as hereinafter defined) on . The purpose of the Plan is to enable the Company (as hereinafter defined) and its Related Companies (as h |
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| November 13, 2002 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Celeritek, Inc. 10-Q For Period Ended 9/30/02 Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition peri |
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| November 13, 2002 |
Exhibit 99.1 CERTIFICATION 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 I, Tamer Husseini, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Celeritek, Inc. on Form 10-Q for the quarterly per |
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| November 12, 2002 |
Celeritek, Inc. Form 8-K Dated 10-29-2002 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2002 CELERITEK, INC. (Exact name of registrant as specified in its charter) California 0-23576 77-0057484 (State or other jurisdiction of incor |
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| November 12, 2002 |
EXHIBIT 99.1 CELERITEK UPDATES FINANCIAL OUTLOOK SANTA CLARA, Calif., Nov. 11, 2002 - Celeritek, Inc. (NASDAQ: CLTK), a manufacturer of GaAs semiconductor components and GaAs-based subsystems for the wireless communications market, today announced that it has reduced its revenue expectations beginning in the third quarter of fiscal 2003 because Motorola, a primary buyer of Celeritek's power amplif |
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| November 12, 2002 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2002 CELERITEK, INC. (Exact name of registrant as specified in its charter) California 0-23576 77-0057484 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S |
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| October 28, 2002 |
As filed with the Securities and Exchange Commission on October 28, 2002 Table of Contents As filed with the Securities and Exchange Commission on October 28, 2002 Registration No. |
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| August 13, 2002 |
EX-99.1 3 f83567exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER I, Tamer Husseini, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Celeritek, Inc. on Form 10-Q for the quarterly period ended June 30, 2002 fully complies with the requirements of |
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| August 13, 2002 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 f83567e10vq.htm FORM 10-Q Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss |
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| July 29, 2002 |
EX-3.1 3 f83151exv3w1.txt EXHIBIT 3.1 EXHIBIT 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CELERITEK, INC. The undersigned, Tamer Husseini and Margaret E. Smith, do hereby certify that: 1. They are the President and Assistant Secretary, respectively, of Celeritek, Inc., a California Corporation. 2. The Articles of Incorporation of this corporation are hereby amended and restated to read i |
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| July 29, 2002 |
EX-3.2 4 f83151exv3w2.txt EXHIBIT 3.2 EXHIBIT 3.2 BYLAWS OF CELERITEK, INC. (last amended March 25, 1999) TABLE OF CONTENTS PAGE - ARTICLE I CORPORATE OFFICES............................................................1 1.1 PRINCIPAL OFFICE........................................................1 1.2 OTHER OFFICES...........................................................1 ARTICLE II MEETINGS OF S |
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| July 29, 2002 |
8-K 1 f83151e8vk.htm FORM 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933 July 29, 2002 Date of Report (date of earliest event reported) CELERITEK, INC. (Exact name of Registrant as specified in its charter) California 0-23576 77-0057484 (State or other jurisdiction of inc |
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| June 21, 2002 |
Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| June 10, 2002 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Celeritek, Inc.,Form 10-K dated 3-31-02 Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2002 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commi |
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| June 10, 2002 |
EXHIBIT 10.13 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT made as of the 18th day of March 2002. BETWEEN: CELERITEK, INC., a corporation duly organized and validly existing under the laws of California, having its principal office at 3236 Scott Blvd., Santa Clara, California, U.S.A. (hereinafter called the "Investor") AND: NEWGEN TELECOM CO., a corporation duly organized and validly sub |
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| June 10, 2002 |
EXHIBIT 21 CELERITEK UK LIMITED Celeritek UK Limited is a wholly owned subsidiary of Celeritek, Inc. and it is located in the United Kingdom. |
