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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
POWERWAVE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 11-2723423
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(State of Incorporation (IRS Employer
or Organization) Identification No.)
2026 McGaw Avenue
Irvine, California 92614
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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See "Description of Capital Stock" and "Shares Eligible for Future
Sale" in the preliminary prospectus of the Registrant, incorporated by reference
from the Registration Statement on Form S-1 of Registrant, Registration No. 333-
13679, filed with the Securities and Exchange Commission on October 8, 1996, and
amended on October 28, 1996, November 12, 1996 and December 3, 1996.
Item 2. Exhibits
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The following documents included as exhibits, as indicated, to
Registrant's Registration Statement on Form S-1, Registration No. 333-13679,
filed with the Securities and Exchange Commission on October 8, 1996, and
amended on October 28, 1996, November 12, 1996 and December 3, 1996.
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<CAPTION>
Form S-1 Exhibit
Exhibit Description Number
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<S> <C>
Certificate of Incorporation of the Registrant 3.1
Form of Amended and Restated Certificate of Incorporation of the Company 3.2
Bylaws of Registrant, as currently in effect 3.3
Stockholders' Agreement, dated October 10, 1995, among the Company and 4.1
certain shareholders
Amendment No. 1 to Stockholders' Agreement, dated November 8, 1996, among 4.2
the Company and certain shareholders
Milcom International, Inc. 1995 Stock Option Plan (the "1995 Plan") 10.1
Form of Stock Option Agreement for 1995 Plan 10.2
Amendment No. 1 to the 1995 Stock Option Plan 10.3
Powerwave Technologies, Inc. 1996 Stock Incentive Plan (the "1996 Plan") 10.4
Form of Stock Option Agreement for 1996 Plan 10.5
Form of Restricted Stock Option Agreement for 1996 Plan 10.6
Powerwave Technologies, Inc. 1996 Director Stock Option Plan (the "Director Plan") 10.7
Form of Stock Option Agreement for Director Plan 10.8
Powerwave Technologies, Inc. Employee Stock Purchase Plan 10.9
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
POWERWAVE TECHNOLOGIES, INC.
By: /s/ KEVIN T. MICHAELS
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KEVIN T. MICHAELS
Chief Financial Officer
Dated: December 3 , 1996
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