<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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POWERWAVE TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 3663 11-2723423
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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2026 MCGAW AVENUE, IRVINE, CALIFORNIA 92614
(714) 757-0530
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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BRUCE C. EDWARDS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
POWERWAVE TECHNOLOGIES, INC.
2026 MCGAW AVENUE
IRVINE, CALIFORNIA 92614
(714) 757-0530
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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<S> <C>
NICK E. YOCCA, ESQ. ROBERT M. MATTSON, JR., ESQ.
K.C. SCHAAF, ESQ. TAMARA POWELL TATE, ESQ.
MICHAEL H. MULROY, ESQ. KRISTINA M. JODIS, ESQ.
STRADLING YOCCA CARLSON & RAUTH, MORRISON & FOERSTER LLP
A PROFESSIONAL CORPORATION 19900 MACARTHUR BOULEVARD, 12TH FLOOR
660 NEWPORT CENTER DRIVE, SUITE 1600 IRVINE, CALIFORNIA 92612
NEWPORT BEACH, CALIFORNIA 92660 (714) 251-7500
PHONE: (714) 725-4000
FACSIMILE: (714) 725-4100
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] (Registration No.
333-28463)
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE PROPOSED OFFERING AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.0001 par
value................. 287,500 $22.00 $6,325,000 $1,917
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(1) Includes 37,500 shares of Common Stock which may be purchased by the
Underwriters to cover over-allotments, if any.
(2) Estimated pursuant to Rule 457(a) solely for the purpose of calculating
the registration fee.
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<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-1 (FILE NO. 333-28463)
Powerwave Technologies, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-1 in its entirety the
Registration Statement on Form S-1 (File No. 333-28463) declared effective on
June 30, 1997 by the Securities and Exchange Commission (the "Commission"),
including each of the documents filed by the Company with the Commission as
exhibits thereto.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $1,917 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on July 1, 1997); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to
cover the amount of the filing fee; and that it undertakes to confirm receipt
of such instructions by the bank on July 1, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Irvine,
State of California, on the 30th day of June, 1997.
POWERWAVE TECHNOLOGIES, INC.
By: /s/ Bruce C. Edwards
_____________________________________
Bruce C. Edwards
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Bruce C. Edwards President, Chief Executive June 30, 1997
____________________________________ Officer and Director
Bruce C. Edwards (Principal Executive
Officer)
/s/ Kevin T. Michaels Vice President, Finance and June 30, 1997
____________________________________ Chief Financial Officer
Kevin T. Michaels (Principal Financial and
Principal Accounting
Officer)
* Director June 30, 1997
____________________________________
Alfonso G. Cordero
* Director June 30, 1997
____________________________________
Gregory M. Avis
* Director June 30, 1997
____________________________________
Eugene L. Goda
* Director June 30, 1997
____________________________________
David L. George
* Director June 30, 1997
____________________________________
Rich Shapero
* Director June 30, 1997
____________________________________
Sam Yau
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*By: /s/ Kevin T. Michaels
____________________________________
Kevin T. Michaels,
Attorney-in-Fact
II-1
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation.
23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation
(see Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
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<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF STRADLING, YOCCA, CARLSON & RAUTH]
July 1, 1997
Powerwave Technologies, Inc.
2026 McGaw Avenue
Irvine, California 92614
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-1
filed by Powerwave Technologies, Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission on July 1, 1997 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 287,500 shares of Common Stock, $.0001 par value per
share, of the Company (the "Common Stock"), including 37,500 shares, for which
the underwriters have been granted an over-allotment option. The shares of
Common Stock are to be purchased by certain underwriters and offered for sale
to the public together with the shares registered pursuant to Registration
Statement No. 333-28463, which was declared effective on June 30, 1997 (the
"Initial Registration Statement"), pursuant to the terms of an Underwriting
Agreement which has been filed as an exhibit to the Initial Registration
Statement and is incorporated by reference as an exhibit to the Registration
Statement.
As your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with the authorization, issuance and sale of the shares
of the Common Stock.
Based on the foregoing, and subject to compliance with applicable state
securities laws, it is our opinion that the 287,500 shares of Common Stock,
when issued and sold in the manner described in the Initial Registration
Statement, the Registration Statement and related Prospectus, will be legally
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Prospectus which is a part of the Initial Registration Statement.
Very truly yours,
STRADLING, YOCCA, CARLSON & RAUTH
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
AND REPORT ON SCHEDULE
To the Board of Directors and Shareholders of
Powerwave Technologies, Inc.:
We consent to the incorporation by reference in this Registration Statement
of Powerwave Technologies, Inc. on Form S-1 of our reports dated January 15,
1997 on the Consolidated Financial Statements of Powerwave Technologies, Inc.,
appearing in Registration Statement No. 333-28463 on Form S-1 and the
Prospectus, which is part of such Registration Statement, and to the
references to us under the headings "Selected Consolidated Financial Data" and
"Experts" in such Prospectus.
Costa Mesa, California
June 30, 1997
