<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
POWERWAVE TECHNOLOGIES, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
POWERWAVE TECHNOLOGIES, INC.
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF POWERWAVE TECHNOLOGIES, INC. APPEARS HERE]
POWERWAVE TECHNOLOGIES, INC.
2026 McGaw Avenue
Irvine, California 92614
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held August 4, 1998
To Our Shareholders:
The Annual Meeting of Shareholders of Powerwave Technologies, Inc. (the
"Company") will be held at the Orange County Airport Hilton, 18800 MacArthur
Boulevard, Irvine, California, 92612 on Tuesday, August 4, 1998 at 10:00 a.m.,
local time, for the following purposes:
1. To elect seven directors to hold office until the next Annual Meeting of
Shareholders or until their successors are duly elected and qualified;
2. To approve an amendment to the Company's 1996 Stock Incentive Plan to
increase the number of shares of Common Stock issuable thereunder from
1,500,000 to 3,000,000;
3. To approve an amendment to the Company's 1996 Director Stock Option Plan
to increase the number of shares of Common Stock issuable thereunder from
200,000 to 400,000; and
4. The transaction of such other business as may properly come before the
meeting or any adjournment or postponement thereof.
Only shareholders of record at the close of business on June 5, 1998, (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. A
list of shareholders as of the Record Date will be available during normal
business hours for examination by any shareholder for any purpose germane to the
Annual Meeting for a period of ten days prior to August 4, 1998, at the offices
of the Company, 2026 McGaw Avenue, Irvine, California, 92614.
All shareholders are urged to attend the meeting in person or by proxy.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN AND
PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTPAID ENVELOPE.
The proxy is revocable and will not affect your right to vote in person in the
event you attend the Annual Meeting. You may revoke your proxy at any time
before it is voted. If you receive more than one proxy card because your shares
are registered in different names or at different addresses, please sign and
return each proxy card so your shares will be represented at the Annual Meeting.
In addition, if you plan to attend the Annual Meeting in person, please check
the appropriate box so that we can ensure we have proper accommodations.
By Order of the Board of Directors
Kevin T. Michaels
Vice President, Finance
Chief Financial Officer
and Secretary
Irvine, California
June 18, 1998
<PAGE>
POWERWAVE TECHNOLOGIES, INC.
_______________________________
PROXY STATEMENT
_______________________________
ANNUAL MEETING OF SHAREHOLDERS
To Be Held August 4, 1998
General Information
This proxy statement contains information related to the solicitation of
proxies by and on behalf of the Board of Directors of Powerwave Technologies,
Inc. (the "Company") for use in connection with the Annual Meeting of
Shareholders to be held on Tuesday, August 4, 1998, beginning at 10:00 a.m.,
local time, at the Orange County Airport Hilton, 18800 MacArthur Boulevard,
Irvine, California, 92612 and any and all adjournments or postponements thereof.
The persons named as proxies were designated by the Board of Directors and are
officers and/or directors of the Company. Any proxy may be revoked or
superseded by executing a later proxy or by giving notice of revocation in
writing to the Secretary prior to, or at, the Annual Meeting, or by the person
who executed the proxy attending the Annual Meeting and voting in person. All
proxies that are properly completed, signed and returned to the Company prior to
the meeting, and not revoked, will be voted in accordance with the instructions
given in the proxy. If a choice is not specified in the proxy, the proxy will
be voted FOR the election of the director nominees listed below and FOR
Proposals 2 and 3 described in the following pages.
This proxy statement and the accompanying proxy are being mailed to
shareholders on or about June 18, 1998. The cost of preparing, assembling and
mailing the Notice of Annual Meeting of Shareholders, Proxy Statement and form
of Proxy and the cost of soliciting proxies will be paid by the Company. It is
contemplated that this solicitation will be primarily by mail. In addition,
some of the officers, directors and employees of the Company may solicit proxies
personally, by telephone or fax.
Voting at the Meeting
The shares of Common Stock constitute the only class of securities of the
Company entitled to notice of, to attend and to vote at, the Annual Meeting.
Only shareholders of record at the close of business on June 5, 1998, will be
entitled to notice of and to vote at the Annual Meeting or any adjournment or
postponement thereof. As of June 5, 1998, there were 17,145,748 shares of
Common Stock issued and outstanding, each share being entitled to one vote on
each matter to be voted upon. The presence at the Annual Meeting, in person or
by proxy, of the holders of a majority of the shares of Common Stock outstanding
on June 5, 1998 will constitute a quorum.
Votes at the Annual Meeting, including those cast in person or by proxy, will
be tabulated by the Inspector of Elections appointed by the Board of Directors.
Abstentions and brokers non-votes are each included in the determination of the
number of shares present and voting for the purpose of determining whether a
quorum is present, and each is tabulated separately. Abstentions will be
treated as shares present and entitled to vote for purposes of any matter for
which a majority of shares present are required for passage and, accordingly,
will have the effect of votes against such matters. With respect to shares
relating to any proxy as to which a broker non-vote is indicated on a matter,
those shares will not be considered present and entitled to vote with respect to
any such matter and, accordingly will have no effect on any matter for which a
majority of shares present are required for passage. Abstentions or non-votes
or other failures to vote will have no such effect in the election of directors,
who will be elected by a plurality of the affirmative votes cast. With respect
to any matter brought before the Annual Meeting requiring the affirmative vote
of a majority or other proportion of the outstanding shares, an abstention or
non-vote will have the same effect as a vote against the matter being voted
upon.
2
<PAGE>
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 June 16, 1998, except as otherwise
noted, by persons who are directors, Named Executive Officers (as defined under
the heading "Summary Compensation"), nominees or persons known to the Company to
be 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>
Number of Shares Percentage of
Name and Address of Beneficially Shares
Beneficial Owner 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)....................... 281,250 1.6%
Kevin T. Michaels (7)...................... 24,286 *
Anthony J. Zuanich......................... 1,000 *
David L. George (8)........................ 7,625 *
Eugene L. Goda (9)......................... 10,625 *
All Executive Officers and Directors as a
Group (8 persons) (10).................... 5,094,686 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 June 16, 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
June 16, 1998, the Company had a total of 17,145,748 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 this table have sole voting and investment power with
respect to all shares of Common Stock shown to be 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. See "Compensation
Committee Interlocks and Insider Participation".
(3) Includes 583,566 shares held by Summit Ventures V, L.P., 583,566 shares
held by Summit Ventures , L.P., and 42,306 shares held by Summit Investors
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 56,250 shares within 60 days of June 16,
1998.
(7) Includes options exercisable for 23,750 shares within 60 days of June 16,
1998.
(8) Consists of options exercisable for 7,625 shares within 60 days of June16,
1998.
(9) Consists of options exercisable for 10,625 shares within 60 days of June
16, 1998.
(10) Includes 682,774 shares subject to redemption by the Company (see notes 2
and 5) and options exercisable for 98,250 shares within 60 days of June 16,
1998 (see notes 6,7,8 and 9).
3
<PAGE>
Proposal 1
ELECTION OF DIRECTORS
Seven directors will be elected at the Annual Meeting. Each director elected
at the Annual Meeting will hold office until the next annual meeting of
shareholders or until their successor is duly elected and qualified. Unless
authority to vote for directors has been withheld in the proxy, the persons
named in the enclosed proxy intend to vote at the Annual Meeting for the
election of the seven nominees presented below. Persons named as proxies may
not vote for the election of any person to the office of director for which a
bona fide nominee is not named in the Proxy Statement. All nominees have
consented to serve as a director for the ensuing year. Although the Board of
Directors does not contemplate that any of the nominees will be unable to serve,
if any nominee withdraws or otherwise becomes unavailable to serve, the persons
named in the enclosed proxy will vote for any substitute nominee designated by
the Board of Directors. The nominees receiving a plurality of the affirmative
votes will be elected. All the nominees are currently serving as directors of
the Company. The term of office of each of the current directors expires on the
date of the Annual Meeting.
The names and certain information concerning the persons to be nominated as
directors by the Board of Directors at the Annual Meeting are set forth below.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE
---
NOMINEES NAMED BELOW.
Gregory M. Avis, 39, has been a member of the Company's Board of Directors
since October 1995. Mr. Avis has been a managing partner of Summit Partners, a
venture capital investment firm, since January 1990. Mr. Avis also serves on
the Board of Directors of Extended Systems, Inc., Digital Link Corp. and Splash
Technology Holdings, Inc.
John L. Clendenin, 64, has been a member of the Company's Board of Directors
since May 1998. Mr. Clendenin is a Chairman Emeritus of BellSouth Corporation,
a telecommunications holding company. He served as Chairman of the Board of
BellSouth until December 31, 1997 and as President and Chief Executive Officer
from 1984 until his retirement at the end of 1996. Prior to BellSouth, Mr.
Clendenin was President of Southern Bell from April 1981 to December 1983. He
also serves on the Board of Directors of Coca-Cola Enterprises, Inc., Equifax
Inc., National Service Industries, Inc., RJR Nabisco Holdings Corp., The Kroger
Company, Springs Industries, Inc., The Home Depot, Inc. and Wachovia
Corporation.
Alfonso G. Cordero, 57, one of the founders of the Company, has served as a
director since the Company's inception. From June 1985 to January 1996, Mr.
Cordero served as Chief Executive Officer of the Company and currently serves as
Chairman of the Company. Mr. Cordero also serves on the Board of Directors of
ComSpace Corporation, formerly known as Unique Technologies, International,
L.L.C.
Bruce C. Edwards, 44, joined the Company in February 1996 as President and
Chief Executive Officer and Director. Mr. Edwards was Executive Vice President,
Chief Financial Officer and Director of AST Research, Inc., a personal computer
company, from July 1994 to December 1995 and Senior Vice President, Finance and
Chief Financial Officer of AST Research, Inc. from March 1988 to July 1994. Mr.
Edwards currently serves on the Board of Directors of Diamond Multimedia
Systems, Inc., HMT Technology Corporation and Metawave Communications
Corporation.
David L. George, 44, has been a member of the Company's Board of Directors
since November 1995. Mr. George has served as Executive Vice President and
Chief Technical Officer of ComSpace Corporation, formerly known as Unique
Technologies, International, L.L.C., an LMR network company, since February
1994. Mr. George also serves on the Board of Directors of ComSpace Corporation.
From November 1983 to February 1994, Mr. George served as Vice President,
Director of Operations, Commercial Division of Uniden America.
Eugene L. Goda, 62, has been a member of the Company's Board of Directors
since November 1995. Since June 1997, Mr. Goda has served as Chairman of the
Board, President and Chief Executive Officer of Objectshare Inc., formerly known
as Park Place Digitalk, a software company. From October 1991 to October 1995,
Mr. Goda served as Chief Executive Officer of Simulation Sciences, Inc., a
software company. From July 1989 to September 1991, he served as Chief
Executive Officer of Meridian Software Systems.
4
<PAGE>
Andrew J. Sukawaty, 42, has been a member of the Company's Board of Directors
since May 1998. Mr. Sukawaty has served as Chief Executive Officer of Sprint
PCS since September 1996. Prior to joining Sprint PCS, Mr. Sukawaty was Chief
Executive Officer of NTL Limited, a British diversified broadcast transmission
and communications company, since 1994. From 1989 to 1994, he was Chief
Operating Officer of Mercury One-2-One, a PCS service provider in the United
Kingdom. Prior to 1989, Mr. Sukawaty held various positions with US WEST, Inc.,
a telecommunications holding company.
Board Committees, Attendance at Meetings and Compensation
The Audit Committee of the Board of Directors for the fiscal year ended
December 28, 1997 consisted of Messrs. Avis, George and Sam Yau. The Audit
Committee recommends to the Board of Directors the independent public
accountants to be selected to audit the Company's annual financial statements
and approves any special assignments given to such accountants. The Audit
Committee also reviews the planned scope of the annual audit and the independent
accountants' letter of comments and management's response thereto, any major
accounting changes made or contemplated and the effectiveness and efficiency of
the Company's internal accounting staff. The Audit Committee held two meetings
during the fiscal year ended December 28, 1997.
The Compensation Committee for the fiscal year ended December 28, 1997
consisted of Messrs. Goda and Rich Shapero. The Compensation Committee
establishes remuneration levels for executive officers of the Company, reviews
management organization and development, and reviews executive compensation and
significant employee benefit programs. The Compensation Committee held two
meetings during the fiscal year ended December 28, 1997. The Board of Directors
does not have a standing nominating committee.
The Board of Directors held eleven meetings during the fiscal year ended
December 28, 1997. Each director attended at least 75% of all meetings of the
Board of Directors and each committee on which that director served, with the
exception of Mr. Yau. For Fiscal 1997, the Company's non-employee directors,
other than Messrs. Avis and Shapero who waived their fees, received $1,500 per
meeting (excluding phone meetings) of the Board of Directors. Effective May
1998 the Board of Directors approved a retainer fee structure of $20,000 per
year payable in quarterly installments to each non-employee member of the Board.
The Company's non-employee directors will also receive $1,000 per each meeting
attended. Mr. Avis has waived his fee.
5
<PAGE>
Proposal 2
APPROVAL OF AN AMENDMENT TO THE 1996 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER
OF SHARES OF COMMON STOCK ISSUABLE THEREUNDER FROM 1,500,000 TO 3,000,000.
The Board of Directors recommends a vote FOR the amendment to the 1996 Stock
Incentive Plan.
In April 1998, the Board of Directors, subject to the approval of the
shareholders, adopted an amendment to the Company's 1996 Stock Incentive Plan
(the "1996 Plan") to increase the number of shares of Common Stock authorized
for issuance under the 1996 Plan by 1,500,000, thereby increasing the total
number of shares of Common Stock authorized for issuance under the 1996 Plan
from 1,500,000 to 3,000,000. As of May 31, 1998, there were 491,100 shares of
Common Stock available for issuance under the 1996 Plan. The 1996 Plan, as
amended, was originally approved by the Company's shareholders in 1996. The
purposes of the 1996 Plan are to attract and retain the best available personnel
for positions of substantial responsibility with the Company and to provide
participants with additional incentives in the form of options to purchase the
Company's Common Stock which will encourage them to acquire a proprietary
interest in, and to align their financial interests with those of the Company
and its shareholders.
The 1996 Plan provides for the granting of incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended,
nonstatutory options and restricted stock grants to directors, officers,
employees and consultants of the Company, except that incentive stock options
may not be granted to non-employee directors or consultants. The 1996 Plan is
administered by the Compensation Committee of the Board of Directors, which has
sole discretion and authority, consistent with the provisions of the 1996 Plan,
to determine which eligible participants will receive options, the time when
options will be granted, the terms of options granted and the number of shares
which will be subject to options granted under the 1996 Plan.
Approval of the amendment to the 1996 Plan to increase the number of shares
issuable thereunder will require the affirmative vote of the holders of a
majority of the outstanding shares of the Company's Common Stock present or
represented and voting at the Annual Meeting.
Any shareholder may obtain a copy of the 1996 Plan by writing to Powerwave
Technologies, Inc., 2026 McGaw Avenue, Irvine, California 92614, Attention:
Corporate Secretary.
Proposal 3
APPROVAL OF AN AMENDMENT TO THE 1996 DIRECTOR STOCK OPTION PLAN TO INCREASE THE
NUMBER OF SHARES OF COMMON STOCK ISSUABLE THEREUNDER FROM 200,000 TO 400,000.
The Board of Directors recommends a vote FOR the amendment to the 1996 Director
Stock Option Plan.
In April 1998, the Board of Directors, subject to the approval of the
shareholders, adopted an amendment to the Company's 1996 Director Stock Option
Plan (the "Director Plan") to increase the number of shares of Common Stock
authorized for issuance under the Director Plan by 200,000, thereby increasing
the total number of shares of Common Stock authorized for issuance under the
Director Plan from 200,000 to 400,000. As of May 31, 1998, there were 110,000
shares of Common Stock available for issuance under the Director Plan. The
Director Plan, as amended, was originally approved by the Company's shareholders
in 1996. The purposes of the Director Plan are to attract and retain the best
available non-employee directors and to provide participants with additional
incentives in the form of options to purchase the Company's Common Stock which
will encourage them to acquire a proprietary interest in, and to align their
financial interests with those of the Company and its shareholders.
6
<PAGE>
The Director Plan provides that each member of the Company's Board of
Directors who is not an employee or paid consultant of the Company is
automatically eligible to receive options to purchase the Company's Common Stock
under the Director Plan. Pursuant to the terms of the Director Plan, each newly
elected director is granted an initial option under the Director Plan covering
30,000 shares of Common Stock, which option shall vest at the rate of 25% on the
first anniversary date of the grant and the remaining 75% shall vest in equal
monthly installments over the following three years. Furthermore, on each
December 5th, each director who shall have been an eligible participant under
the Director Plan for at least six (6) months shall be granted an annual option
under the Director Plan to purchase 5,000 shares of Common Stock, which option
shall vest in its entirety on the fourth anniversary of the date of grant.
Approval of the amendment to the Director Plan to increase the number of
shares issuable thereunder will require the affirmative vote of the holders of a
majority of the outstanding shares of the Company's Common Stock present or
represented and voting at the Annual Meeting.
Any shareholder may obtain a copy of the Director Plan by writing to Powerwave
Technologies, Inc., 2026 McGaw Avenue, Irvine, California 92614, Attention:
Corporate Secretary.
1996 Director Stock Option Plan
On October 7, 1996, the Company adopted the 1996 Director Stock Option Plan
(the "Director Plan") which became effective December 5, 1996. The Director Plan
provides for the grant by the Company of options to purchase up to an aggregate
of 200,000 shares of Common Stock of the Company, and the Company is seeking to
obtain the approval of the Company's shareholders to increase the number of
shares issuable under the Director Plan to 400,000 (See "Proposal 3"). The
Director Plan provides that each member of the Company's Board of Directors who
is not an employee or paid consultant of the Company automatically is eligible
to receive options to purchase the Company's Common Stock under the Director
Plan. Pursuant to the terms of the Director Plan, each new director elected
after December 5, 1996 is granted an initial option under the plan covering
30,000 shares of Common Stock, which option shall vest at the rate of 25% on the
first anniversary date of the grant and the remaining 75% shall vest in equal
monthly installments over the following three years. Furthermore, on December
5, 1996 and on each anniversary date thereof, each director who shall have been
an eligible participant under the Director Plan for at least six (6) months
shall be granted an annual option under the Director Plan to purchase 5,000
shares of Common Stock, which option shall vest in its entirety on the fourth
anniversary of the date of such grant. The primary purposes of the Director
Plan are to enhance the Company's ability to attract and retain well-qualified
persons for service as directors and to provide incentives to such directors to
continue their associations with the Company. There are 90,000 options
outstanding under the Director Plan as of May 31, 1998 at a weighted average
exercise price of $18.25.
In the event of a merger of the Company with or into another corporation, or a
consolidation, acquisition of stock or assets or other change in control
transaction involving the Company, each option becomes exercisable in full,
unless such option is assumed by the successor corporation. In the event the
transaction is not approved by a majority of the "Continuing Directors" (as
defined in the Director Plan), each option becomes fully vested and exercisable
in full immediately prior to the consummation of such transaction, whether or
not assumed by the successor corporation.
7
<PAGE>
Executive Officers
The following table sets forth certain information regarding the Company's
executive officers:
Name Position
---- --------
Alfonso G. Cordero......... Chairman of the Board
Bruce C. Edwards........... President, Chief Executive Officer and Director
Kevin T. Michaels.......... Vice President, Finance, Chief Financial Officer
and Secretary
Ki Y. Nam.................. Vice President, New Business Development
William L. Samuels......... Senior Vice President, Operations
Anthony J. Zuanich......... Senior Vice President, Sales and Marketing
Alfonso G. Cordero, 57, one of the founders of the Company, has served as a
director since the Company's inception. From June 1985 to January 1996, Mr.
Cordero served as Chief Executive Officer of the Company and currently serves as
Chairman of the Company. Mr. Cordero also serves on the Board of Directors of
ComSpace Corporation, formerly known as Unique Technologies, International,
L.L.C.
Bruce C. Edwards, 44, joined the Company in February 1996 as President and
Chief Executive Officer and Director. Mr. Edwards was Executive Vice President,
Chief Financial Officer and Director of AST Research, Inc., a personal computer
company, from July 1994 to December 1995 and Senior Vice President, Finance and
Chief Financial Officer of AST Research, Inc. from March 1988 to July 1994. Mr.
Edwards currently serves on the Board of Directors of Diamond Multimedia
Systems, Inc., HMT Technology Corporation and Metawave Communications
Corporation.
Kevin T. Michaels, 39, joined the Company in June 1996 as Vice President,
Finance and Chief Financial Officer and was appointed Secretary in June 1996.
Prior to joining the Company, Mr. Michaels worked for AST Research, Inc. for
eight years, most recently as Vice President, Treasurer from October 1995 to
June 1996. From July 1991 to October 1995 Mr. Michaels was Treasurer of AST
Research, Inc. and from June 1988 to June 1991, he was Assistant Treasurer.
Ki Y. Nam, 38, has served as Vice President, New Business Development of the
Company since November 1995. Mr. Nam has held various positions with the
Company, including Senior Engineer and Vice President, Engineering, since
joining the Company in April 1989.
William L. Samuels, 54, joined the Company in October 1997 as Senior Vice
President, Operations. Prior to joining the Company, Mr. Samuels was employed at
Tylan General as Vice President, General Manager from April 1994 to July 1996
and served as Director of Manufacturing Engineering at Quantum Corporation from
April 1991 to April 1994. He also held positions at Allied Signal ranging from
Director of Operations to Vice President, General Manager and Business
Operations Manager from May 1981 to April 1991.
Anthony J. Zuanich, 54, joined the Company in June 1998 as Senior Vice
President, Sales and Marketing. Prior to joining the Company, Mr. Zuanich was
employed at Gregory Associates as Senior Vice President, Global Sales and
Marketing from July 1995 to December 1997. From December 1973 to October 1994
Mr. Zuanich held various executive positions at Triad Systems Corporation, an
integrated computer systems manufacturer.
8
<PAGE>
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 $60,000.
9
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth certain information concerning grants of
options to each of the Company's Named Executive Officers during the fiscal year
ended December 28, 1997. In addition, in accordance with the rules and
regulations of the Securities and Exchange Commission, the following table sets
forth the hypothetical gains that would exist for the options based on the
assumption that the stock price were to appreciate annually by 5% and 10%,
respectively. The rates do not represent the Company's estimate or projection
of future Common Stock prices and no assurance can be given that the share price
will appreciate at the rates shown in the table.
Option Grants During Fiscal 1997
<TABLE>
<CAPTION>
Potential Realizable
Number of % of Total Value at Assumed
Securities Options Annual Rates of Stock Price
Underlying Granted to Exercise Appreciation for Option Term
Options Employees in Price Expiration ----------------------------
Name Granted (#) Fiscal Year (1) ($/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.
10
<PAGE>
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 1995 Plan. As of May 31, 1998, a total of 767,038 options have been
exercised under the 1995 Plan and there were 1,170,909 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 of approximately 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.
1995 Stock Option Plan
Effective December 4, 1995, the Company adopted the 1995 Stock Option Plan
(the "1995 Plan"), as amended, which provides for the granting of nonqualified
stock options to purchase up to 1,938,615 shares of the Company's Common Stock.
Under the 1995 Plan, shares of the Company's Common Stock may be granted to
directors, officers and employees of the Company. As of May 31, 1998, a total
of 767,038 options have been exercised under the 1995 Plan and there were
1,170,909 options outstanding under the 1995 Plan at a weighted average exercise
price of $4.96 per share.
The 1995 Plan provides that the 1995 Plan itself and all outstanding
options shall terminate upon the occurrence of a consolidation or merger in
which the Company is not the surviving corporation or the sale of substantially
all of the Company's assets and certain other similar events, in each case
unless the 1995 Plan is assumed by the successor corporation. In the event that
an option holder's employment is terminated (other than for cause) within 180
days after any such transaction, such option holder's options shall become
exercisable in full on the date of termination.
Pursuant to the Stockholders' Agreement, certain shareholders of the
Company have agreed to have an equivalent number of their shares redeemed by the
Company if options to purchase in excess of 1,095,000 and up to an aggregate of
1,938,615 shares of the Company's Common Stock are exercised by any of the
option holders who acquire options under the Company's 1995 Plan. The
Stockholders' Agreement provides that the redemption price
11
<PAGE>
shall equal the exercise price for each applicable option. See "Compensation
Committee Interlocks and Insider Participation."
The 1995 Plan provides that all option grants under the Plan in excess of
1,050,000 are subject to the approval of Alfonso G. Cordero. In addition, the
granting of additional option grants under the 1995 Plan may be terminated at
the discretion of Mr. Cordero.
1996 Stock Incentive Plan
On October 7, 1996, the Company adopted the 1996 Stock Incentive Plan (the
"1996 Plan"), as amended, which became effective December 5, 1996. The 1996
Plan covers an aggregate of 1,500,000 shares of Common Stock plus any shares
which are or become available for grant under the 1995 Plan, and the Company is
seeking to obtain the approval of the Company's shareholders to increase the
number of shares issuable under the 1996 Plan to 3,000,000 (See "Proposal 2").
The 1996 Plan provides for the granting of "incentive stock options," within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), nonstatutory options and restricted stock grants to directors,
officers, employees and consultants of the Company, except that incentive stock
options may not be granted to non-employee directors or consultants. The
purpose of the 1996 Plan is to provide participants with incentives which will
encourage them to acquire a proprietary interest in, and continue to provide
services to, the Company. The 1996 Plan is administered by the Board of
Directors, which has sole discretion and authority, consistent with the
provisions of the 1996 Plan, to determine which eligible participants will
receive options, the time when options will be granted, the terms of options
granted and the number of shares which will be subject to options granted under
the 1996 Plan. As of May 31, 1998, a total of 14,375 options have been exercised
under the 1996 Plan and there were 994,525 options outstanding under the 1996
Plan at a weighted average exercise price of $14.09.
In the event of a merger of the Company with or into another corporation,
or a consolidation, acquisition of stock or assets or other change in control
transaction involving the Company, each option becomes exercisable in full,
unless such option is assumed by the successor corporation. In the event the
transaction is not approved by a majority of the "Continuing Directors" (as
defined in the 1996 Plan), each option becomes fully vested and exercisable in
full immediately prior to the consummation of such transaction, whether or not
assumed by the successor corporation. In addition, in the event that an option
holder's employment by the Company is terminated (other than for cause) within
180 days after a change in control, such option holder's options become
exercisable in full on the date of termination.
Employee Stock Purchase Plan
On October 7, 1996, the Employee Stock Purchase Plan (the "Purchase Plan")
was adopted by the Company's shareholders and Board of Directors and became
effective on December 5, 1996. The Purchase Plan covers an aggregate of 500,000
shares of Common Stock. The Purchase Plan, which is intended to qualify as an
"employee stock purchase plan" under Section 423 of the Internal Revenue Code,
will be implemented by six-month offerings with purchases occurring at six month
intervals. The first period began effective December 5, 1996 and terminated on
July 31, 1997. The Purchase Plan is administered by the Board of Directors.
Employees are eligible to participate if they are employed by the Company for at
least 30 hours per week and if they have been employed by the Company for at
least 180 days. The Purchase Plan permits eligible employees to purchase Common
Stock through payroll deductions, which may not exceed 15% of an employee's
compensation. The price of stock purchased under the Purchase Plan will be 85%
of the lower of the fair market value of the Common Stock at the beginning of
each six-month offering period or on the applicable purchase date. Employees may
end their participation in any offering period at any time during such period,
and participation ends automatically on termination of employment. The Board may
at any time amend or terminate the Purchase Plan, except that no such amendment
or termination may adversely affect options previously granted under the
Purchase Plan. A total of 64,338 shares of the Company's Common Stock have been
purchased under the Purchase Plan as of January 31, 1998. At May 31,1998 there
were rights to purchase approximately 22,000 shares outstanding under the
Purchase Plan's third offering, which will conclude on July 31, 1998.
12
<PAGE>
401(k) and Profit Sharing Plan
The Company has adopted a Future Income Program Plan and Trust (the "401(k)
Plan") covering the Company's full-time employees located in the United States.
The 401(k) Plan is intended to qualify under Section 401(k) of the Code, so that
contributions to the 401(k) Plan by employees or by the Company, and the
investment earnings thereon, are not taxable to employees until withdrawn from
the 401(k) Plan, and so that contributions by the Company, if any, will be
deductible by the Company when made. Pursuant to the 401(k) Plan, employees may
elect to reduce their current compensation by up to 15% of their base salary,
subject to Internal Revenue Service limitations, and to have the amount of such
reduction contributed to the 401(k) Plan.
The 401(k) Plan permits, but does not require, additional matching
contributions to the 401(k) Plan by the Company on behalf of all participants in
the 401(k) Plan. For 1997, the Company match was 20% of eligible employee
contributions. For fiscal 1997, the Company contributed $83,297 to the plan as
matching contributions.
The 401(k) plan permits, but does not require, additional profit sharing
contributions from the Company on behalf of eligible employees. For fiscal 1997
the Company contributed $862,024 to the 401(k) plan as profit sharing
contributions.
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.
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
13
<PAGE>
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, for the recognition of superior
performance or as an incentive for continual service with the Company as well as
continued 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 in excess of $1,000,000 during any fiscal year. 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 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
14
<PAGE>
Market for Registrant's Common Equity and Related Shareholder Matters
(a) The Company's Common Stock is quoted on the Nasdaq National Market
("Nasdaq") under the symbol PWAV. Set forth below are the high and low sales
prices as reported by Nasdaq for the Company's Common Stock for the periods
indicated.
<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C>
Fiscal Year 1996
- - ----------------
December 6, 1996 through December 29, 1996 $16 1/4 $11
Fiscal Year 1997
- - ----------------
First Quarter Ended March 30, 1997 $25 $14
Second Quarter Ended June 29, 1997 $23 7/8 $14 1/2
Third Quarter Ended September 28, 1997 $45 1/4 $21 3/8
Fourth Quarter Ended December 28, 1997 $49 $13 1/8
Fiscal Year 1998
- - ----------------
First Quarter Ended March 29, 1998 $18 5/8 $ 9 1/8
Second Quarter through May 31, 1998 $22 15/16 $13 1/8
</TABLE>
There were approximately 80 security holders of record as of June 5, 1998.
The Company believes there are approximately 9,500 shareholders of the Company's
Common Stock held in street name. The Company has not paid any dividends to
date and does not anticipate paying any dividends on the Common Stock in the
foreseeable future. The Company anticipates that all future earnings will be
retained to finance future growth. The Company's bank credit agreement
currently restricts the Company from paying cash dividends without the prior
written consent of the bank.
15
<PAGE>
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 the Company's 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 INDEX
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
POWERWAVE S&P
Measurement Period TECHNOLOGIES, S&P 500 COMMUNICATIONS
(Fiscal Year Covered) INC. INDEX EQUIPMENT INDEX
- - --------------------- ------------- ------- ---------------
<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>
16
<PAGE>
ANNUAL REPORT
The Company's Annual Report, including financial statements and schedules
thereto for the fiscal year ended December 28, 1997 is being forwarded to each
shareholder with this proxy statement. The Annual Report is not to be regarded
as proxy soliciting material or as a communication by means of which any
solicitation is to be made.
OTHER MATTERS
The Board of Directors has no knowledge of any other matters which shall
come before the Annual Meeting. If any other matters shall properly come before
the Annual Meeting, the persons named in the proxies will have discretionary
authority to vote the shares thereby represented in accordance with their best
judgment.
SECTION 16(a) BENEFICIAL OWNERSHIP 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 Nasdaq.
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 29, 1996 to December 28, 1997, all filing requirements
applicable to its directors, executive officers and greater than ten-percent
beneficial owners were met.
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The firm of Deloitte and Touche LLP, the Company's independent accountants
since 1995, was selected by the Board of Directors, upon recommendation of the
Audit Committee of the Board of Directors, to act in the same capacity for the
fiscal year ending January 3, 1999.
Representatives of Deloitte and Touche LLP are expected to be present at
the Annual Meeting and they will be given an opportunity to make a statement if
they so desire and respond to appropriate questions.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the Company's next
Annual Meeting of Shareholders should be received by the Secretary of the
Company prior to February 18, 1999, if they are to be considered for possible
inclusion in the Proxy Statement and form of proxy for the Annual Meeting of
Shareholders scheduled to be held on or about May 15, 1999.
Kevin T. Michaels
Vice President, Finance
Chief Financial Officer
and Secretary
Dated: June 18, 1998
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE PROVIDED TO
SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO THE CORPORATE SECRETARY,
POWERWAVE TECHNOLOGIES, INC., 2026 MCGAW AVENUE, IRVINE, CALIFORNIA, 92614.
SHAREHOLDERS CAN ALSO ELECTRONICALLY REQUEST THE ANNUAL REPORT USING THE
COMPANY'S INVESTOR RELATIONS PAGE ON ITS WORLDWIDE WEB SITE AT
WWW.POWERWAVE.COM.
17
<PAGE>
REVOCABLE PROXY
POWERWAVE TECHNOLOGIES, INC.
ANNUAL MEETING OF SHAREHOLDERS--AUGUST 4, 1998
The undersigned shareholder(s) of Powerwave Technologies, Inc. (the
"Company") hereby nominates, constitutes and appoints Bruce C. Edwards and
Kevin T. Michaels, and each of them, the attorney, agent and proxy of the
undersigned, with full power of substitution, to vote all stock of the Company
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Company to be held at the Orange County Airport Hilton, 18800 MacArthur
Boulevard, Irvine, California, 92612 on Tuesday, August 4, 1998, at 10:00 a.m.,
and any and all adjournments thereof, as fully with the same force and effect
as the undersigned might or could do if personally present thereat, as follows:
1. ELECTION OF DIRECTORS. Authority to elect the seven (7) persons named in
the Notice of Annual Meeting dated June 18, 1998, to the Board of Directors to
serve until the next Annual Meeting of Shareholders or until their successors
are duly elected and qualified.
<TABLE>
<C> <S>
[_] FOR all Nominees listed below [_] WITHHOLD AUTHORITY to vote for
(except as indicated to the contrary all Nominees listed below
below)
</TABLE>
Gregory M. Avis, John L. Clendenin, Alfonso G. Cordero, Bruce C. Edwards, David
L. George, Eugene L. Goda, Andrew J. Sukawaty
INSTRUCTION: To withhold authority to vote for any individual Nominee,
write that Nominee's name in the space provided below.
-------------------
2. 1996 STOCK INCENTIVE PLAN. To approve an amendment to the Company's 1996
Stock Incentive Plan.
[_] FOR [_] AGAINST [_] ABSTAIN
3. 1996 DIRECTOR STOCK OPTION PLAN. To approve an amendment to the Company's
1996 Director Stock Option Plan.
[_] FOR [_] AGAINST [_] ABSTAIN
In their discretion, the proxies are authorized to transact such other
business as may properly come before the meeting or any adjournment or
postponement thereof, including procedural and other matters relating to the
conduct of the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS EXERCISE.
PLEASE SIGN AND DATE BELOW, AND RETURN THIS CARD IN THE ENVELOPE PROVIDED.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSALS 1, 2 AND 3.
THE PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED "FOR" THE ELECTION OF THE
SEVEN NOMINEES LISTED ON THE REVERSE SIDE AND "FOR" PROPOSALS 2 AND 3 UNLESS
OTHERWISE INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN ACCORDANCE WITH
SUCH INSTRUCTIONS.
-----------------------------------
(Number of Shares)
-----------------------------------
Dated
-----------------------------------
(Please Print Name)
-----------------------------------
(Signature of Shareholder)
-----------------------------------
(Please Print Name)
-----------------------------------
(Please date this Proxy and sign
your name as it appears on your
stock certificates. Executors,
administrators, trustees, etc.,
should give their full titles. All
joint owners should sign.)
I/We do do not expect to attend the Meeting. Number of Persons
--- --- -----
