<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 28, 1997
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 000-21507
POWERWAVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2723423
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2026 McGaw Avenue
Irvine, California 92614
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code (949) 757-0530
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of each class:
-------------------
Common stock, par value $.0001
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part of this Form 10-K or any amendment to this
Form 10-K. [X]
As of March 31, 1998, the aggregate market value of the voting stock of the
Registrant held by non-affiliates of the Registrant was $160,827,665 computed
using the closing price of $13.25 per share of Common Stock on March 31, 1998 as
reported by Nasdaq, based on the assumption that directors and officers and more
than 10% shareholders are affiliates. As of March 31, 1998, the number of
outstanding shares of Common Stock, par value $.0001 per share, of the
Registrant was 17,133,373.
<PAGE>
PART III
Item 11. Executive Compensation
Summary Compensation
The following table sets forth summary information concerning compensation
paid by, or accrued for services rendered to, the Company in all capacities
during the past three fiscal years to the Company's Chief Executive Officer and
to each of the four additional officers whose salary and bonus exceeded $100,000
(the "Named Executive Officers").
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
Long-term
Compensation
Annual ------------
Compensation Awards
---------------------- ------------ All Other
Name and Principal Position Year Salary ($) Bonus ($) Options (#) Compensation ($)
--------------------------- ---- ---------- --------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Alfonso G. Cordero..................... 1997 85,000 430,000 - $39,813 /(1)/
Chairman 1996 85,000 250,000 - 12,691
1995 85,000 268,000 - -
Bruce C. Edwards /(2)/................. 1997 135,000 375,000 - 15,400 /(3)/
President and Chief Executive Officer 1996 114,230 175,000 450,000 208
Ki Y. Nam.............................. 1997 119,230 210,000 - 17,952 /(4)/
Vice President, New Business 1996 102,692 150,000 - 16,300
Development 1995 85,000 125,000 - -
Kevin T. Michaels /(5)/................ 1997 99,231 90,000 - 13,943 /(6)/
Vice President, Finance, 1996 48,642 40,000 90,000 1,083
Chief Financial Officer and Secretary
William L. Samuels /(7)/............... 1997 23,078 40,000 120,000 75,115 /(8)/
Senior Vice President, Operations
</TABLE>
___________________
(1) Included in this amount is the Company's profit sharing contribution of
$8,500, the Company's 401(k) plan matching contribution of $1,275, health
care coverage of $795, life insurance premiums of $27,296 and $1,947 of
automobile expenses.
(2) Bruce Edwards joined the Company as President and Chief Executive Officer
in February 1996.
(3) Included in this amount is the Company's profit sharing contribution of
$13,500 and the Company's 401(k) plan matching contribution of $1,900.
(4) Included in this amount is the Company's profit sharing contribution of
$11,923, the Company's 401(k) plan matching contribution of $1,640, health
care coverage of $1,334 and $3,055 of automobile expenses.
(5) Kevin Michaels joined the company as Vice President, Finance and Chief
Financial Officer in June 1996.
(6) Included in this amount is the Company's profit sharing contribution of
$9,923, the Company's 401(k) plan matching contribution of $1,131 and
health care coverage of $2,889.
(7) William Samuels joined the Company as Senior Vice President, Operations on
October 27, 1997 at an annual salary of $150,000.
(8) Amount includes health care coverage of $115, sign-on bonus of $15,000 and
relocation expenses of $60,000.
1
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth certain information concerning grants of
options to each of the Company's Named Executive Officers during the fiscal year
ended December 28, 1997. In addition, in accordance with the rules and
regulations of the Securities and Exchange Commission, the following table sets
forth the hypothetical gains that would exist for the options based on the
assumption that the stock price were to appreciate annually by 5% and 10%,
respectively. The rates do not represent the Company's estimate or projection
of future Common Stock prices and no assurance can be given that the share price
will appreciate at the rates shown in the table.
Option Grants During Fiscal 1997
<TABLE>
<CAPTION>
Potential Realizable
Number of % of Total Value at Assumed
Securities Options Annual Rates of Stock Price
Underlying Granted to Exercise Appreciation for Option Term
Options Employees in Price Expiration ----------------------------
Name Granted (#) Fiscal Year (1) ($/Share) Date (2) 5% 10%
- ------------------ ----------- --------------- --------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
William L. Samuels 120,000 28.57% $28.9375 10/27/07 $2,183,837 $5,534,271
</TABLE>
(1) Options to purchase an aggregate of 420,050 shares of Common Stock were
granted to employees, including the Named Executive Officer, during the
fiscal year ended December 28, 1997.
(2) Options granted have a term of 10 years, subject to earlier termination in
certain events related to termination of employment.
Aggregated Option Exercises in Last Fiscal Year and Year End Value Table
The following table sets forth certain information concerning the exercise
of options by each of the Company's Named Executive Officers during the fiscal
year ended December 28, 1997, including the aggregate value of gains on the date
of exercise. In addition, the table includes the number of shares covered by
both exercisable and unexercisable stock options as of December 28, 1997. Also
reported are the values for "in the money" options which represent the positive
spread between the exercise prices of any such existing stock options and the
fiscal year end price of common stock.
Aggregated Option Exercises during Fiscal 1997
and Option Values on December 28, 1997
<TABLE>
<CAPTION>
Value of
Number of Unexercised Unexercised In-the-Money
Shares Options at 12/28/97 Options at 12/28/97 (2)
Acquired Value --------------------------- ---------------------------
Name on Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bruce C. Edwards 0 $ 0 103,125 234,375 $1,168,749 $2,656,249
Kevin T. Michaels 25,000 564,083 8,750 56,250 81,667 525,000
</TABLE>
(1) Market value on the date of exercise of shares, less option exercise price.
(2) In accordance with the Securities and Exchange Commission's rules, values
are calculated by subtracting the exercise price from the fair market value
of the underlying common stock. For purposes of this table, fair market
value per share is deemed to be $14.00, the closing common stock price
reported by Nasdaq on December 26, 1997.
2
<PAGE>
Compensation of Directors
Directors of the Company who are also employees receive no additional
compensation for their services as a director. The Company's non-employee
directors, other than Gregory M. Avis and Rich Shapero, who have waived their
fees, receive $1,500 per meeting of Board of Directors.
Effective December 5, 1997, each of the non-employee directors and non-
affiliated directors (Messrs. George, Goda and Yau) were granted an option to
purchase 5,000 shares of Common Stock at an exercise price of $25.50 per share
under the 1996 Director Stock Option Plan.
Compensation Committee Interlocks and Insider Participation
Alfonso G. Cordero, Chairman of the Company, served on the Compensation
Committee until June 2, 1997. Mr. Cordero serves on the Board of Directors of
ComSpace Corporation, formerly known as Unique Technologies International,
L.L.C., an affiliate of Unique Wireless Developments, L.L.C. David L. George, a
member of the Board of Directors of the Company, is an Executive Vice President
and Director of ComSpace Corporation. ComSpace is a customer of the Company and
purchases products from the Company on terms no less favorable to the Company
than could otherwise be obtained from unaffiliated third parties. Total sales
during fiscal 1997 did not exceed $35,000.
Pursuant to a Stockholders' Agreement dated October 10, 1995, the Company
and its then existing shareholders (the "Founders") agreed that the Company
would redeem from the Founders, on a pro rata basis, an equal number of shares
of Common Stock for each share of Common Stock in excess of 1,095,000 issued by
the Company upon the exercise of Company stock options granted under the 1995
Stock Option Plan ("the 1995 Plan") at a redemption price equal to the exercise
price for such option. Up to 1,938,615 shares of the Company's Common Stock were
reserved for issuance under the 1995 Plan. Effective December 5, 1996, those
certain shareholders and the Company agreed that this share redemption agreement
applies only to the exercise of options to purchase a total of 843,615 shares of
the Company's Common Stock. In connection with entering into the Stockholders'
Agreement, the Company amended the 1995 Plan to provide that all option grants
in excess of 1,050,000 are subject to the approval of Alfonso G. Cordero and to
give Mr. Cordero the right to terminate the granting of additional option grants
under the Plan. As of March 29, 1998, 756,538 options have been exercised under
the 1995 Plan and there were 1,181,431 options outstanding under the 1995 Plan.
The Company leases its operating facility from CNH, LLC, a California
limited liability company (the "LLC") owned by the holders approximately of 20%
of the Company's Common Stock outstanding as of December 28, 1997, including
Messrs. Cordero and Nam. The lease expires on July 15, 2006. Total rent paid in
fiscal 1997 to the LLC was $704,246.
The Company has entered into indemnification agreements with its directors,
certain executive officers and certain affiliated entities. Such agreements
require the Company to indemnify such individuals to the fullest extent
permitted by Delaware law.
The Company believes that all of the transactions set forth above were made
on terms no less favorable to the Company than could otherwise be obtained from
unaffiliated third parties.
Board Compensation Committee Report on Executive Compensation
The Company's compensation policies applicable to its executive officers
are administered by the Compensation Committee (the "Committee") of the Board of
Directors. The Committee is made up of two non-employee directors. The Company's
executive compensation programs are designed to attract, motivate and retain the
executive talent needed to optimize shareholder value. The programs are designed
to enhance shareholder value by aligning the financial interests of the
executive officers of the Company with those of its shareholders.
3
<PAGE>
Compensation Philosophy
The Company's executive compensation programs are based on the belief that
the interests of the executives should be closely aligned with the Company's
shareholders. In support of this philosophy, a meaningful portion of each
executive's compensation is placed at-risk and is linked to the accomplishment
of specific results that are expected to lead to the creation of value for the
Company's shareholders from both the short-term and long-term perspectives. With
this pay-for-performance and shareholder alignment orientation, the Company's
compensation policies and programs are designed to (1) attract, develop, reward
and retain highly qualified and productive individuals; and (2) motivate
executives to improve the overall performance and profitability of the Company.
There are three primary components of executive compensation: base salary,
the annual management bonus plan, and stock option grants. While the elements of
compensation are considered separately, the Committee takes into account the
total compensation package afforded by the Company to the individual executive.
Base Salary. Salaries paid to executive officers (other than the Chairman
and the Chief Executive Officer) are reviewed annually by the Chairman and the
Chief Executive Officer based upon their assessment of the nature of the
position and the contribution, experience and Company tenure of the executive
officer. The Chairman and the Chief Executive Officer review all salary
recommendations with the Committee. The Chairman reviews any salary
recommendations for the Chief Executive Officer with the Committee, which then
approves or disapproves such recommendations. The Committee, excluding the
Chairman, reviews the salary of the Chairman and establishes the Chairman's
salary based upon their assessment of the performance of the Chairman and his
contribution to the Company.
Annual Management Bonus. Annual management bonuses for fiscal 1997 paid to
executive officers of the Company were based upon individual and corporate
performance objectives and were paid from a Company-wide bonus pool. The size
of the bonus pool was based upon overall Company performance as compared to both
budgeted and prior fiscal year performance and the extent to which the Company
achieved its overall financial goals of growth in earnings and return on
shareholder's equity and the executive's achievement of their individual goals
and objectives. The amount of the bonus pool is subject to the approval of the
Committee. Once the overall bonus pool is approved, the Company's senior
management makes individual bonus recommendations to the Chairman and the Chief
Executive Officer, within the limits of the pool, for eligible employees based
upon an evaluation of their individual performance and contribution to the
Company's overall performance.
Stock Options. Stock options are designed to align the interests of
executives with those of the shareholders. Stock option grants may be made to
executive officers when one of the following events occurs: upon initial
employment, upon promotion to a new, higher level position that entails
increased responsibilities and accountability, or for the recognition of
superior performance. The Chairman or the Chief Executive Officer recommends
the number of options to be granted, within a range associated with the
individual executive's salary level, and presents this to the Committee and the
entire Board of Directors for their review and approval. The Committee takes
into account the total compensation offered to its executives when considering
the number of options awarded. The Chairman and the Chief Executive Officer
comprise the members of the Company's Option Committee, and are empowered by the
Board of Directors and the Committee to grant options to non-officer employees
of the Company up to a grant amount of 20,000 shares per employee. All grants
for employees of the Company in excess of this amount are submitted to the
Committee for approval. All grants for officers of the Company are submitted to
both the Committee and the entire Board of Directors for approval.
Policy Regarding Section 162(m) of the Internal Revenue Code
The Committee has reviewed the Company's executive compensation plans to
determine if revisions may be necessary due to provisions of Section 162(m) of
the Internal Revenue Code which generally disallows a tax deduction to public
corporations for compensation paid to any of the corporation's executive
officers for any fiscal year over $1,000,000. It is the current policy of the
Committee to preserve, to the extent reasonably possible, the Company's ability
to obtain a corporate tax deduction for compensation paid to executive officers
of the Company to the extent consistent with the best interests of the Company
and its shareholders. The Committee is reviewing the Company's existing
executive compensation plans and will propose changes, if necessary and
reasonable, to ensure
4
<PAGE>
compliance with the provisions of Section 162(m) which allow performance-based
compensation to be excluded from the deduction limits.
Compensation Committee:
Eugene L. Goda Rich Shapero
Notwithstanding anything to the contrary set forth in the Company's
previous filings under the Securities Act of 1933, as amended (the "Securities
Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
that might incorporate future filings, including this Annual Report on Form 10-
K, in whole or in part, the foregoing Report and the performance graph
immediately following shall not be incorporated by reference into any such
filings.
Stock Performance Comparison
The following graph compares the cumulative total shareholder returns for
the Company's Common Stock with the cumulative total return of the S&P 500
Index, and the S&P Communication Equipment Index. The presentation assumes $100
invested on December 5, 1996 in Powerwave Common Stock, the S&P 500 Index and
the S&P Communication Equipment Index with all dividends reinvested. No cash
dividends were declared on the Company's Common Stock during this period.
Shareholder returns over the indicated period should not be considered
indicative of future shareholder returns.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG POWERWAVE TECHNOLOGIES, INC., S&P 500 INDEX
AND S&P COMMUNICATIONS EQUIPMENT
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
POWERWAVE S&P
Measurement Period TECHNOLOGIES, S&P 500 COMMUNICATIONS
(Fiscal Year Covered) INC. INDEX EQUIPMENT
- --------------------- ------------- ------- --------------
<S> <C> <C> <C>
Measurement Pt-12/06/96 $100 $100 $100
FYE 12/96 $130 $ 98 $99
FYE 12/97 $122 $131 $129
</TABLE>
5
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners, Directors and
Executive Officers
The following table sets forth information concerning the ownership of the
Company's outstanding common stock as of March 31, 1998, except as otherwise
noted, by persons who are Directors, Named Executive Officers, nominees or
persons known to the Company as beneficial owners of five percent or more of its
outstanding common stock. The table also includes the stock ownership of all
Directors and Named Executive Officers of the Company as a group.
<TABLE>
<CAPTION>
Percentage of
Number of Shares Shares
Name and Address of Beneficial Owner Beneficially Owned (1) Outstanding (1)
- ------------------------------------ ---------------------- ---------------
<S> <C> <C>
Alfonso G. Cordero (2)................. 2,644,784 15.4%
Summit Partners (3).................... 1,209,438 7.1%
499 Hamilton Avenue, Suite 200
Palo Alto, California 94301
Gregory M. Avis (4).................... 1,209,438 7.1%
Ki Y. Nam (5).......................... 915,678 5.3%
Bruce C. Edwards (6)................... 262,500 1.5%
Kevin T. Michaels (7).................. 18,661 *
David L. George (8).................... 5,750 *
Eugene L. Goda (9)..................... 8,750 *
Sam Yau (10)........................... 18,750 *
All Executive Officers and Directors
as a Group (8 persons) (11)............ 5,084,311 29.7%
</TABLE>
____________________
* Less than 1%
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock
subject to options or warrants currently exercisable, or exercisable within
60 days of March 31, 1998, are deemed outstanding for computing the
percentage of the person holding such options or warrants but are not
deemed outstanding for computing the percentage of any other person. As of
March 31, 1998, the Company had a total of 17,133,373 shares of Common
Stock issued and outstanding. Except as indicated by footnote and subject
to community property laws where applicable, to the knowledge of the
Company the persons named in the table have sole voting and investment
power with respect to all shares of Common Stock shown beneficially owned
by them.
(2) Includes 22,500 shares owned by Mr. Cordero's spouse. Mr. Cordero
disclaims beneficial ownership of such shares. Also includes 522,618
shares subject to redemption by the Company for shares of Common Stock
issued by the Company in excess of 1,095,000 pursuant to the exercise of
stock options under the 1995 Stock Option Plan.
(3) Includes 583,566 shares held by Summit Ventures V, L.P., 583,566 shares
held by Summit Ventures III, L.P., and 42,306 shares held by Summit
Investors II L.P.
(4) Consists of shares held by Summit entities, of which Mr. Avis is a
designated representative and general partner. Mr. Avis disclaims
beneficial ownership of all shares held by Summit entities except to the
extent of his pecuniary interest therein.
(5) Includes 59,576 shares held in trust for which Mr. Nam serves as trustee.
Mr. Nam disclaims beneficial ownership of such shares. Also includes
160,156 shares subject to redemption by the Company for shares of Common
Stock issued by the Company in excess of 1,095,000 shares of Common Stock
pursuant to the exercise of stock options under the 1995 Stock Option Plan.
(6) Includes options exercisable for 37,500 shares within 60 days of March 31,
1998.
(7) Includes options exercisable for 18,125 shares within 60 days of March 31,
1998.
(8) Consists of options exercisable for 5,750 shares within 60 days of March
31, 1998.
(9) Consists of options exercisable for 8,750 shares within 60 days of March
31, 1998.
(10) Consists of options exercisable for 18,750 shares within 60 days of March
31, 1998.
(11) Includes 682,774 shares subject to redemption by the Company (see notes 2
and 5) and options exercisable for 88,875 shares within 60 days of March
31, 1998 (see notes 6,7,8,9 and 10).
6
<PAGE>
Section 16(a) Beneficial Ownership and Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership with the Securities and Exchange Commission ("SEC") and the Nasdaq
Stock Market. Directors, executive officers and greater than ten-percent
beneficial owners are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms received by the
Company and on written representations from certain reporting persons that no
Forms 5 were required for those persons, the Company believes that, during the
period from December 30, 1996 and December 28, 1997, all filing requirements
applicable to its directors, executive officers and greater than ten-percent
beneficial owners were met.
Item 13. Certain Relationships and Related Transactions
Transactions with Management and Others
See "Compensation Committee Interlocks and Insider Participation" under
Item 11. Executive Compensation.
7
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Exhibit
Number Description
- ------ -----------
3.2 Form of Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.2 to the Company's Registration
Statement on Form-S-1 (File No. 333-13679) as filed with the Securities
and Exchange Commission on December 3, 1996).
3.4 Form of Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.4 to the Company's Registration Statement on Form-
S-1 (File No. 333-13679) as filed with the Securities and Exchange
Commission on December 3, 1996).
4.1 Stockholders' Agreement, dated October 10, 1995, among the Company and
certain shareholders (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form-S-1 (File No. 333-13679) as
filed with the Securities and Exchange Commission on October 8, 1996).
4.2 Amendment to Stockholders Agreement (incorporated by reference to Exhibit
4.2 to the Company's Registration Statement on Form-S-1 (File No. 333-
13679) as filed with the Securities and Exchange Commission on October 8,
1996).
10.1 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 (File No. 333-13679) as filed with the Securities
and Exchange Commission on October 8, 1996).*
10.2 Form of Stock Option Agreement for 1995 Plan (incorporated by reference
to Exhibit 10.2 to the Company's Registration Statement on Form-S-1 (File
No. 333-13679) as filed with the Securities and Exchange Commission on
October 8, 1996).*
10.3 Amendment No. 1 to 1995 Stock Option Plan (incorporated by reference to
Exhibit 10.3 to the Company's Registration Statement on Form-S-1 (File
No. 333-13679) as filed with the Securities and Exchange Commission on
October 8, 1996).*
10.3.1 Amendment No. 2 to Plan (incorporated by reference to Exhibit 10.3.1 to
the Company's Registration Statement on Form-S-1 (File No. 333-28463) as
filed with the Securities and Exchange Commission on June 4, 1997)
10.4 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 (File No. 333-13679) as filed with the
Securities and Exchange Commission on October 8, 1996).*
10.5 Form of Stock Option Agreement for 1996 Plan (incorporated by reference
to Exhibit 10.5 to the Company's Registration Statement on Form-S-1 (File
No. 333-13679) as filed with the Securities and Exchange Commission on
October 8, 1996).*
10.6 Form of Restricted Stock Purchase Agreement for 1996 Plan (incorporated
by reference to Exhibit 10.6 to the Company's Registration Statement on
Form-S-1 (File No. 333-13679) as filed with the Securities and Exchange
Commission on October 8, 1996).*
Exhibit
Number Description
- ------ -----------
10.6.1 Amendment No. 1 to 1996 Plan (incorporated by reference to Exhibit
10.6.1 to the Company's Registration Statement on Form-S-1 (File No.
333-28463) as filed with the Securities and Exchange Commission on June
4, 1997).
10.7 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 (File No. 333-13679) as
filed with the Securities and Exchange Commission on October 8, 1996).*
10.8 Form of Stock Option Agreement for Director Plan (incorporated by
reference to Exhibit 10.8 to the Company's Registration Statement on
Form-S-1 (File No. 333-13679) as filed with the Securities and Exchange
Commission on October 8, 1996).*
<PAGE>
10.9 Powerwave Technologies, Inc. Employee Stock Purchase Plan (incorporated
by reference to Exhibit 10.9 to the Company's Registration Statement on
Form-S-1 (File No. 333-13679) as filed with the Securities and Exchange
Commission on October 8, 1996).*
10.9.1 Amendment No. 1 to Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.9.1 to the Company's Registration Statement on
Form-S-1 (File No. 333-28463) as filed with the Securities and Exchange
Commission on June 4, 1997).
10.10 Series A Convertible Preferred Stock Purchase Agreement, dated October
10, 1995, among the Company and certain shareholders (incorporated by
reference to Exhibit 10.10 to the Company's Registration Statement on
Form-S-1 (File No. 333-13679) as filed with the Securities and Exchange
Commission on October 8, 1996).
10.11 Redemption Agreement, dated October 10, 1995, among the Company and
certain shareholders (incorporated by reference to Exhibit 10.11 to the
Company's Registration Statement on Form-S-1 (File No. 333-13679) as
filed with the Securities and Exchange Commission on October 8, 1996).
10.12 Registration Rights Agreement, dated October 10, 1995, among the Company
and certain shareholders (incorporated by reference to Exhibit 10.12 to
the Company's Registration Statement on Form-S-1 (File No. 333-13679) as
filed with the Securities and Exchange Commission on October 8, 1996).
10.13 Indemnification Agreement, dated October 10, 1995, between the Company
and certain shareholders (incorporated by reference to Exhibit 10.13 to
the Company's Registration Statement on Form-S-1 (File No. 333-13679) as
filed with the Securities and Exchange Commission on October 8, 1996).*
10.14 Form of Indemnification Agreement (incorporated by reference to Exhibit
10.14 to the Company's Registration Statement on Form-S-1 (File No. 333-
13679) as filed with the Securities and Exchange Commission on October 8,
1996).*
10.16 Standard Industrial/Commercial Single-Tenant Lease-Net, dated July 1,
1996, between the Company and CNH, LLC, a California limited liability
company (incorporated by reference to Exhibit 10.16 to the Company's
Registration Statement on Form-S-1 (File No. 333-13679) as filed with the
Securities and Exchange Commission on October 8, 1996).
10.17 Business Loan Agreement, dated May 30, 1996 between the Company and Bank
of America (incorporated by reference to Exhibit 10.17 to the Company's
Registration Statement on Form-S-1 (File No. 333-13679) as filed with the
Securities and Exchange Commission on October 8, 1996).
10.18 Agreement, dated February 16, 1996, between the Company and LG
Information & Communications Ltd. (portions omitted and filed separately
with the Securities and Exchange Commission pursuant to Rule 406)
(incorporated by reference to Exhibit 10.18 to the Company's Registration
Statement on Form-S-1 (File No. 333-13679) as filed with the Securities
and Exchange Commission on October 8, 1996).
10.19 Agreement, dated July 20, 1995, between the Company and Samsung
Electronics (portions omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 406) (incorporated by reference
to Exhibit 10.19 to the Company's Registration Statement on Form-S-1
(File No. 333-13679) as filed with the Securities and Exchange Commission
on October 8, 1996).
10.20 Technology License Agreement, dated August 30, 1995, between the Company
and Unique Wireless Developments, L.L.C., a Delaware limited liability
company (incorporated by reference to Exhibit 10.20 to the Company's
Registration Statement on Form-S-1 (File No. 333-13679) as filed with the
Securities and Exchange Commission on October 8, 1996).
Exhibit
Number Description
- ------ -----------
10.21 Separation Agreement and Mutual General Release, dated May 2, 1997,
between the Company and Peter Manno (incorporated by reference to Exhibit
10.21 to the Company's Registration Statement on Form-S-1 (File No. 333-
28463) as filed with the Securities and Exchange Commission on June 4,
1997).
10.22 Credit Agreement, dated as of August 1, 1997, between Powerwave
Technologies, Inc. and Bank of America NT & SA (incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q as filed
with the Securities and Exchange Commission on October 31, 1997).
<PAGE>
10.22.1 First Amendment to the Credit Agreement, dated as of December 11, 1997
(incorporated by reference to Exhibit 10.22.1 to the Company's Annual
Report on Form 10-K as filed with the Securities and Exchange
Commission on February 27, 1998).
11.1 Computation of net income per share (incorporated by reference to
Exhibit 11.1 to the Company's Annual Report on Form 10-K as filed with
the Securities and Exchange Commission on February 27, 1998).
21.1 Subsidiaries of the registrant (incorporated by reference to Exhibit
21.1 to the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission on February 27, 1998).
23.1 Independent Auditor's Consent (incorporated by reference to Exhibit
23.1 to the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission on February 27, 1998).
27.1 Financial Data Schedule for the fiscal year ended December 28, 1997.
27.2 Restated Financial Data Schedule for the fiscal years ended December
29, 1996 and December 31, 1995.
*Indicates Item 14(a)(3) exhibit.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report 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 April, 1998.
POWERWAVE TECHNOLOGIES, INC.
By: /s/ Kevin T. Michaels
---------------------------------------------------
Kevin T. Michaels
Vice President, Finance and Chief Financial Officer
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED INCOME STATEMENTS AND BALANCE SHEETS OF POWERWAVE TECHNOLOGIES,
INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-28-1997
<PERIOD-START> DEC-30-1996
<PERIOD-END> DEC-28-1997
<CASH> 67,433,168
<SECURITIES> 0
<RECEIVABLES> 11,967,327
<ALLOWANCES> 769,068
<INVENTORY> 8,844,177
<CURRENT-ASSETS> 92,549,075
<PP&E> 11,019,767
<DEPRECIATION> 2,643,022
<TOTAL-ASSETS> 101,683,055
<CURRENT-LIABILITIES> 25,037,627
<BONDS> 0
0
0
<COMMON> 64,800,529
<OTHER-SE> 10,679,123
<TOTAL-LIABILITY-AND-EQUITY> 101,683,055
<SALES> 119,709,158
<TOTAL-REVENUES> 119,709,158
<CGS> 71,027,055
<TOTAL-COSTS> 96,451,826
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 25,858,682
<INCOME-TAX> 9,667,529
<INCOME-CONTINUING> 16,191,153
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,191,153
<EPS-PRIMARY> .95
<EPS-DILUTED> .92
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED INCOME STATEMENTS AND BALANCE SHEETS OF POWERWAVE TECHNOLOGIES,
INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-29-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> DEC-29-1996 DEC-31-1995
<CASH> 32,386,331 5,860,785
<SECURITIES> 0 0
<RECEIVABLES> 3,324,699 3,103,990
<ALLOWANCES> 485,368 122,532
<INVENTORY> 4,707,545 4,724,261
<CURRENT-ASSETS> 42,621,963 15,345,231
<PP&E> 5,211,764 1,800,078
<DEPRECIATION> 1,011,132 734,285
<TOTAL-ASSETS> 46,932,201 16,463,323
<CURRENT-LIABILITIES> 9,379,047 5,705,368
<BONDS> 0 0
0 0
0 14,498,193
<COMMON> 33,570,573 471,380
<OTHER-SE> 3,272,750 (4,349,144)
<TOTAL-LIABILITY-AND-EQUITY> 46,932,201 16,463,323
<SALES> 60,330,864 36,044,438
<TOTAL-REVENUES> 60,330,864 36,044,438
<CGS> 34,770,160 22,713,227
<TOTAL-COSTS> 47,896,097 28,480,991
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 12,918,463 7,595,684
<INCOME-TAX> 5,296,569 3,115,648
<INCOME-CONTINUING> 7,621,894 4,480,036
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 7,621,894 4,480,036
<EPS-PRIMARY> .54 .32
<EPS-DILUTED> .52 .31
</TABLE>
