<PAGE>
As filed with the Securities and Exchange Commission on January 28, 1997
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
POWERWAVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2723423
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2026 McGaw Avenue, Irvine, California 92614
(Address of Principal Executive Offices) (Zip Code)
-------------------------
1996 STOCK INCENTIVE PLAN
1995 STOCK OPTION PLAN
1996 DIRECTOR STOCK OPTION PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
------------------------
Bruce C. Edwards
President and Chief Executive Officer
Powerwave Technologies, Inc.
2026 McGaw Avenue, Irvine, California 92614
(Name and address of agent for service)
(714) 757-0530
(Telephone number, including area code, of agent for service)
Copies to:
Nick E. Yocca, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(714) 725-4000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Aggregate Offering Amount of
To Be Registered Registered(1) Price Per Share Price Registration Fee
==================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
$0.0001 par value 4,138,615 shares $11.4414(2) $47,351,778(2) $14,349
==================================================================================================================================
</TABLE>
(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the 1996 Stock
Incentive Plan (the "1996 Plan"), the 1995 Stock Option Plan (the "1995
Plan"), the 1996 Directors Stock Option Plan (the "Director Plan"), and the
Employee Stock Purchase Plan (the "Purchase Plan").
(2) In accordance with Rule 457(h), the aggregate offering price of 2,016,022
shares of Common Stock registered hereby which would be issued upon
exercise of options granted under the 1995 Plan is based upon the per share
exercise price of such options, the weighted average of which is
approximately $3.66 per share. With respect to the remaining 1,622,613
shares of Common Stock registered hereby which would be issued upon
exercise of the remaining options and rights to purchase which Registrant
is authorized to issue under its 1996 Plan, the 1995 Plan and the Director
Plan, the aggregate offering price is estimated solely for purposes of
calculating the registration fee, in accordance with Rule 457(h) on the
basis of the price of securities of the same class, as determined in
accordance with Rule 457(c), using the average of the high and low price
reported by the Nasdaq National Market for the Common Stock on January 24,
1997, which was $21.625 per share. For the purposes of the 500,000 shares
of Common Stock to be issued under the Purchase Plan, the aggregate
offering price was estimated using a per share price of $9.9775, or 85% of
$11.50, which price per share is the estimated basis at which the shares
will be issued pursuant to the Purchase Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------------------------------------------------
The following documents are incorporated herein by reference:
(a) The Registrant's Prospectus dated December 6, 1996 filed pursuant
to Rule 424(b) of the Securities Act of 1933, as amended (the "Act").
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Prospectus referred to in
(a) above.
(c) The description of the Registrant's Common Stock that is contained
in the Registrant's Registration Statement on Form 8-A filed under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating that description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to shareholders or document that is not deemed filed under
such provisions. For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities.
- ----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- -----------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------
(a) As permitted by the Delaware General Corporation Law, the
Registrant's Amended and Restated Certificate of Incorporation eliminates the
liability of directors to the Registrant or its shareholders for monetary
damages for breach of fiduciary duty as a director, except to the extent
otherwise required by the Delaware General Corporation Law.
(b) The Registrant's Amended and Restated Bylaws provide that the
Registrant will indemnify each person who was or is made a party to any
proceeding by reason of the fact that such person is or was a director or
officer of the Registrant against all expense, liability and loss reasonably
incurred or suffered by such person in connection therewith to the fullest
extent authorized by the Delaware General Corporation Law.
(c) The Amended and Restated Bylaws also gives the Registrant the
ability to enter into indemnification agreements with each of its officers and
directors. The Registrant has entered into indemnification agreements with each
of its directors and executive officers. The indemnification agreements provide
for the indemnification of directors and officers of the against any and all
expenses, judgments, fines, penalties and amounts paid in settlement, to the
fullest extent permitted by law.
Item 7. Exemption from Registration Claimed.
- --------------------------------------------
Not applicable.
II-1
<PAGE>
Item 8. Exhibits.
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The following exhibits are filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
Number Description
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<S> <C>
4.1 Powerwave Technologies, Inc. 1996 Stock Incentive Plan (the "1996
Plan") (incorporated by reference to Exhibit 10.4 to the
Company's Registration Statement on Form S-1, Registration No.
333-13679).
4.2 Form of Stock Option Agreement for the 1996 Plan (incorporated
by reference to Exhibit 10.5 to the Company's Registration
Statement on Form S-1, Registration No. 333-13679).
4.3 Form of Restricted Stock Purchase Agreement for the 1996 Plan
(incorporated by reference to Exhibit 10.6 to the Company's
Registration Statement on Form S-1, Registration No. 333-13679).
4.4 Milcom International, Inc. 1995 Stock Option Plan (the "1995
Plan") (incorporated by reference to Exhibit 10.1 to the
Company's Registration Statement on Form S-1, Registration No.
333-13679).
4.5 Amendment No. 1 to 1995 Plan (incorporated by reference to
Exhibit 10.3 to the Company's Registration Statement on Form S-1,
Registration No. 333-13679).
4.6 Form of Stock Option Agreement for the 1995 Plan (incorporated by
reference to Exhibit 10.2 to the Company's Registration Statement
on Form S-1, Registration No. 333-13679).
4.7 Powerwave Technologies, Inc. 1996 Director Stock Option Plan (the
"Director Plan") (incorporated by reference to Exhibit 10.7 to
the Company's Registration Statement on Form S-1, Registration
No. 333-13679).
4.8 Form of Stock Option Agreement for the Director Plan
(incorporated by reference to Exhibit 10.8 to the Company's
Registration Statement on Form S-1, Registration No. 333-13679).
4.9 Powerwave Technologies, Inc. Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.9 to the Company's
Registration Statement on Form S-1, Registration No. 333-13679).
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP, independent auditors.
24.1 Power of Attorney (included on signature page to the Registration
Statement at page S-1).
</TABLE>
II-2
<PAGE>
Item 9. Undertakings.
- ---------------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
-------- -------
apply if the information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 27th day of
January 1997.
POWERWAVE TECHNOLOGIES, INC.
By: /s/ BRUCE C. EDWARDS
-------------------------------
BRUCE C. EDWARDS
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Powerwave Technologies, Inc.,
do hereby constitute and appoint Bruce C. Edwards and Kevin T. Michaels, or
either of them, our true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Bruce C. Edwards President, Chief Executive January 27, 1997
- ------------------------- Officer and Director (Principal
Bruce C. Edwards Executive Officer)
/s/ Kevin T. Michaels Chief Financial Officer (Principal January 27, 1997
- ------------------------- Financial and Principal Accounting
Kevin T. Michaels Officer)
/s/ Alfonso G. Cordero Chairman of the Board January 27, 1997
- -------------------------
Alfonso G. Cordero
Gregory M. Avis Director January 27, 1997
- -------------------------
Gregory M. Avis
Eugene L. Goda Director January 27, 1997
- -------------------------
Eugene L. Goda
</TABLE>
S-1
<PAGE>
<TABLE>
<S> <C> <C>
David L. George Director January 27, 1997
- ------------------
David L. George
Rich Shapero Director January 27, 1997
- ------------------
Rich Shapero
Sam Yau Director January 27, 1997
- ------------------
Sam Yau
</TABLE>
S-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <S>
4.1 Powerwave Technologies, Inc. 1996 Stock Incentive Plan
(the "1996 Plan") (incorporated by reference to Exhibit 10.4
to the Company's Registration Statement on Form S-1,
Registration No. 333-13679).
4.2 Form of Stock Option Agreement for the 1996 Plan
(incorporated by reference to Exhibit 10.5 to the Company's
Registration Statement on Form S-1, Registration
No. 333-13679).
4.3 Form of Restricted Stock Purchase Agreement pertaining to
the 1996 Plan (incorporated by reference to Exhibit 10.6 to
the Company's Registration Statement on Form S-1,
Registration No. 333-13679).
4.4 Milcom International, Inc. 1995 Stock Option Plan (the
"1995 Plan") (incorporated by reference to Exhibit 10.1 to
the Company's Registration Statement on Form S-1,
Registration No. 333-13679).
4.5 Amendment No. 1 to 1995 Plan (incorporated by reference
to Exhibit 10.3 to the Company's Registration Statement on
Form S-1, Registration No. 333-13679).
4.6 Form of Stock Option Agreement for the 1995 Plan
(incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-1, Registration
No. 333-13679).
4.7 Powerwave Technologies, Inc. 1996 Director Stock Option
Plan (the "Director Plan") (incorporated by reference to
Exhibit 10.7 to the Company's Registration Statement on
Form S-1, Registration No. 333-13679).
4.8 Form of Stock Option Agreement for the Director Plan
(incorporated by reference to Exhibit 10.8 to the Company's
Registration Statement on Form S-1, Registration
No. 333-13679).
4.9 Powerwave Technologies, Inc. Employee Stock Purchase
Plan (incorporated by reference to Exhibit 10.9 to the
Company's Registration Statement on Form S-1, Registration
No. 333-13679).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <S>
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP, independent auditors
24.1 Power of Attorney included on signature page to the
Registration Statement at page S-1).
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF STRADLING, YOCCA, CARLSON & RAUTH]
January 27, 1997
Powerwave Technologies, Inc.
2026 McGaw Avenue
Irvine, California 92614
RE: Registration Statement on Form S-8 -- 1996 Stock Incentive
Plan, 1995 Stock Option Plan, 1996 Director Stock Option
Plan and Employee Stock Purchase Plan
Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") being filed by Powerwave Technologies,
Inc., a Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of an aggregate of 4,138,615 shares of the Company's common stock,
par value $.0001 per share ("Common Stock"), issuable under the Company's 1996
Stock Incentive Plan, 1995 Stock Option Plan, 1996 Director Stock Option Plan
and Employee Stock Purchase Plan (the "Plans").
We have examined the proceedings heretofore taken and are familiar with the
additional proceedings proposed to be taken by the Company in connection with
the authorization, issuance and sale of the securities referred to above.
Based on the foregoing, it is our opinion that:
1. stock options, when issued in accordance with the Plans, will be
legally issued and binding obligations of the Company; and
<PAGE>
Powerwave Technologies, Inc.
January 27, 1997
Page 2
2. 4,138,615 shares of Common Stock, when issued under the Plans and
against full payment therefor in accordance with the respective terms and
conditions of the Plans, will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
STRADLING, YOCCA, CARLSON & RAUTH
2
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Powerwave Technologies, Inc. of our reports dated October 24, 1996
appearing in the Registration Statement of Powerwave Technologies, Inc. on Form
S-1 deemed to have become effective dated December 6, 1996.
/s/ DELOITTE & TOUCHE, LLP
Costa Mesa, California
January 27, 1997
