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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): December 11, 1997
POWERWAVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-21507 11-2723423
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
2026 McGaw Avenue
Irvine, California 92614
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (714) 757-0530
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Item 5. Other Events.
On December 11, 1997, Powerwave Technologies, Inc. (the "Company")
announced that the Board of Directors of the Company authorized the Company to
repurchase up to one million (1,000,000) shares of Common Stock of the Company
in open market transactions. All shares of Common Stock repurchased by the
Company will be utilized by the Company in its employee stock option programs
covering future option grants.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are filed as part of this
report:
Exhibit Number Description
99.1 Press release dated December 11, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
POWERWAVE TECHNOLOGIES, INC.
Date: December 16, 1997 By: /s/ Kevin T. Michaels
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Kevin T. Michaels
Vice President, Finance and Chief
Financial Officer
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EXHIBIT INDEX
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99.1 Press release dated December 11, 1997. 5
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EXHIBIT 99.1
POWERWAVE TECHNOLOGIES
ANNOUNCES COMMON STOCK BUY BACK
IRVINE, Calif., December 11, 1997 -- Powerwave Technologies, Inc. (NASDAQ:PWAV)
today announced that it's Board of Directors has authorized the Company to
repurchase up to 1 million shares of its Common Stock in open market
transactions. The Board of Directors took this action in light of the recent
decline in the market price of the Company's Common Stock, which is traded on
the NASDAQ National Market under the symbol PWAV. All shares repurchased will
be utilized by the Company in its employee stock option programs covering future
option grants.
"Powerwave and our Board of Directors believe that the Company is currently
being undervalued by the market," stated Bruce C. Edwards, President and Chief
Executive Officer. "We believe that our significant business exposure to the
Korean market has contributed to the stock's decline. Our current fourth
quarter performance continues on track, while the Company continues to closely
monitor the situation in Korea and the Asian markets in general as it moves into
fiscal 1998."
Company Background
Powerwave Technologies, Inc., an ISO 9001 quality certified company, is a
leading supplier of high performance RF power amplifiers for use in wireless
communications networks. Powerwave designs, manufacturers and markets both
single carrier and multi-carrier amplifiers, with a primary focus on multi-
carrier amplifiers. Powerwave's products are utilized in both cellular and PCS
base stations in both digital and analog networks. Powerwave also produces RF
power amplifiers for the land mobile radio market. Corporate headquarters are
located at 2026 McGaw Avenue, Irvine, Calif. 92614. Telephone (714) 757-0530.
For more information on Powerwave's high performance ultra-linear RF power
amplifiers and amplifier systems,
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please call (888)-PWR-WAVE (797-9283) or visit our web site at
http://www.POWERWAVE.com.
Forward-Looking Statements
Statements contained in this press release which are not historical
information are forward-looking statements as defined within the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are
subject to risks and uncertainties which could cause actual results to differ
materially from those projected or implied. Such potential risks and
uncertainties include, but are not limited to: dependence on a limited number of
customers in the Korean marketplace; reductions in orders from new or existing
customers; potential deterioration of business and economic conditions in the
Company's customers marketplaces, including the Korean marketplace; limited
number of potential customers; intensely competitive industry with increasing
price competition; variability in gross margins on new products and resulting
impacts on operating results; continued success in the design of new amplifier
products and the ability to manufacture in quantity such new products; continued
favorable business conditions and growth in the wireless communications market;
and dependence on certain suppliers for single-sourced components. In addition,
prior financial performance and customer orders are not necessarily indicative
of the results that may be expected in the future and the Company believes that
such comparisons cannot be relied upon as indicators of future performance.
Additional factors which could affect the Company's operating and financial
results are described in the Company's Form S-1 dated June 30, 1997 and Form 10-
Q for the period ended September 28, 1997, both of which are filed with the
Securities and Exchange Commission, and other risks detailed from time to time
in the Company's reports filed or to be filed with the Securities and Exchange
Commission. The Company undertakes no obligation to publicly release the result
of any revisions to these
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forward-looking statements which may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
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