<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 January 3, 1999
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 April 5, 1999 the aggregate market value of the voting stock of the
Registrant held by non-affiliates of the Registrant was $470,097,566, computed
using the closing price of $27.5625 per share of Common Stock on April 5, 1999
as reported by Nasdaq, based on the assumption that directors and officers and
more than 10% shareholders are affiliates. As of April 5, 1999, the number of
outstanding shares of Common Stock, par value $.0001 per share, of the
Registrant was 19,776,310.
<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 three additional officers whose salary and bonus exceeded
$100,000 (the "Named Executive Officers").
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
Long-term
Annual Compensation
Compensation Awards
--------------------- ------------ All Other
Name and Principal Position Year Salary ($) Bonus ($) Options (#) Compensation ($)
- --------------------------- ---- ---------- --------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Alfonso G. Cordero....................... 1998 102,066 - - 34,758(1)
Chairman (2) 1997 85,000 430,000 - 39,813
1996 85,000 250,000 - 12,691
Bruce C. Edwards (3)..................... 1998 179,230 - 75,000 3,474(4)
President and Chief Executive Officer 1997 135,000 375,000 - 15,400
1996 114,230 175,000 450,000 208
Kevin T. Michaels (5).................... 1998 124,230 - 50,000 5,289(6)
Vice President, Finance, 1997 99,231 90,000 - 13,943
Chief Financial Officer and Secretary 1996 48,642 40,000 90,000 1,083
Anthony J. Zuanich(7).................... 1998 94,230 - 100,000 121,177(8)
Senior Vice President, Sales and
Marketing
</TABLE>
_________________
(1) Included in this amount is the Company's 401(k) plan matching contribution
of $1,456, health care coverage of $1,898, life insurance premiums of
$17,779 and $13,625 of automobile expenses.
(2) Mr. Cordero retired as Chairman effective January 3, 1999.
(3) Bruce C. Edwards joined the Company as President and Chief Executive
Officer in February 1996.
(4) Included in this amount is the Company's 401(k) plan matching contribution
of $2,000 and health care coverage of $1,474.
(5) Kevin T. Michaels joined the company as Vice President, Finance and Chief
Financial Officer in June 1996.
(6) Included in this amount is the Company's 401(k) plan matching contribution
of $2,000 and health care coverage of $3,289.
(7) Anthony J. Zuanich joined the Company as Senior Vice President, Sales and
Marketing in June of 1998 at a base salary of $175,000 and an annual
commission of $75,000.
(8) Includes $40,385 of annual commission, $80,000 of relocation expenses and
health care coverage of $792.
1
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth certain information concerning grants of
options to each of the Company's Named Executive Officers during the fiscal year
ended January 3, 1999. In addition, in accordance with the rules and
regulations of the Securities and Exchange Commission, the following table sets
forth the hypothetical gains that would exist for the options based on the
assumption that the stock price were to appreciate annually by 5% and 10%,
respectively. The rates do not represent the Company's estimate or projection
of future Common Stock prices and no assurance can be given that the share price
will appreciate at the rates shown in the table.
Option Grants During Fiscal 1998
<TABLE>
<CAPTION>
Potential Realizable
Number of % of Total Value at Assumed
Securities Options Annual Rates of Stock Price
Underlying Granted to Exercise Appreciation for Option Term
Options Employees in Price Expiration ----------------------------
Name Granted (#) Fiscal Year (1) ($/Share) Date (2) 5% 10%
---- ----------- --------------- --------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Bruce C. Edwards 75,000 4.62% $13.750 02/10/08 648,548 1,643,547
Kevin T. Michaels 50,000 3.08% $13.750 02/10/08 432,365 1,095,698
Anthony J. Zuanich 100,000 6.16% $17.875 06/01/08 1,124,149 2,848,815
</TABLE>
(1) Options to purchase an aggregate of 1,624,050 shares of Common Stock were
granted to employees, including the Named Executive Officers, during the
fiscal year ended January 3, 1999.
(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 January 3, 1999, 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 January 3, 1999. 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 1998
and Option Values on January 3, 1999
<TABLE>
<CAPTION>
Value of
Number of Unexercised Unexercised In-the-Money
Shares Options at 01/03/99 Options at 01/03/99 (2)
Acquired Value --------------------------- ---------------------------
Name on Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bruce C. Edwards 178,125 $1,019,137 37,500 196,875 $598,437 $2,310,546
Kevin T. Michaels - - 31,250 83,750 $436,198 $ 714,844
Anthony J. Zuanich - - - 100,000 - $ 75,000
</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 $18.625, the closing common stock price
reported by Nasdaq on December 31, 1998.
2
<PAGE>
Compensation of Directors
For fiscal 1998, the Company's non-employee directors, other than Gregory M.
Avis who waived his fees, received a retainer fee of $20,000 per year payable in
quarterly installments and $1,000 per meeting attended of the Board of
Directors. The non-executive Chairman of the Board of Directors receives an
additional retainer fee of $20,000 per year payable in quarterly installments.
Directors of the Company who are also employees receive no additional
compensation for their services as a director.
Effective December 5, 1998, each of the non-employee directors and non-
affiliated directors (Messrs. Clendenin, George, Goda and Sukawaty) were granted
an option to purchase 5,000 shares of Common Stock at an exercise price of
$12.4375 per share under the 1996 Director Stock Option Plan. Upon their
appointment as directors in May of 1998, Mr. Clendenin and Mr. Sukawaty were
each granted an option to purchase 30,000 shares of Common Stock at an exercise
price of $18.125 per share. On December 2, 1998, Mr. Clendenin was granted an
option to purchase 20,000 shares of Common Stock at an exercise price of $11.875
per share, in relation to his appointment as non-executive Chairman of the Board
of Directors, which became effective January 3, 1999.
Compensation Committee Interlocks and Insider Participation
During fiscal 1998, the Compensation Committee consisted of John L. Clendenin,
Eugene L. Goda and Andrew J. Sukawaty, none of whom served as an employee of
the Company.
3
<PAGE>
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 three 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. Mr.
Cordero retired as employee Chairman effective January 3, 1999. Mr. Clendenin
serves as non-executive Chairman of the Board of Directors.
Annual Management Bonus. Annual management bonuses for executive officers of
the Company are based upon individual and corporate performance objectives and
are paid from a Company-wide bonus pool. The size of the bonus pool is 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 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. There were no management
bonuses paid to executive officers in fiscal 1998.
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 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 Chief Executive and the Chief Financial 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.
4
<PAGE>
CEO Compensation. The Chief Executive Officer participates in the
compensation program discussed above. The Compensation Committee set the base
salary for Mr. Edwards, the Company's Chief Executive Officer, at a level of
$185,000 effective February 1998 based upon the fact that the Company had
achieved record sales during fiscal 1997. The Compensation Committee awarded Mr.
Edwards a stock option grant of 75,000 shares of Common Stock during fiscal 1998
as an incentive for continual service with the Company.
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 Members:
John L. Clendenin
Eugene L. Goda
Andrew J. Sukawaty
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.
[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
FYE 12/98 $162 $168 $227
</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 April 5, 1999, 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
Beneficially Shares
Name of Beneficial Owner Owned (1) Outstanding (1)
- ------------------------ ------------------ ---------------
<S> <C> <C>
Alfonso G. Cordero (2).................... 2,415,784 12.2%
Stephen C. Cooper......................... - -
Bruce C. Edwards (3)...................... 337,500 1.7%
Kevin T. Michaels (4)..................... 34,457 *
Anthony J. Zuanich........................ 1,000 *
John L. Clendenin (5)..................... 13,625 *
Gregory M. Avis........................... - -
David L. George (6)...................... 13,875 *
Eugene L. Goda (7)....................... 16,875 *
Andrew J. Sukawaty (8).................... 8,125 *
All Executive Officers and Directors
as a Group (10 persons) (9)............... 2,841,241 14.4%
- -------------------
</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 April 5, 1999, 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
April 5, 1999, the Company had a total of 19,776,310 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 "Transactions with
Management and Others."
(3) Includes options exercisable for 37,500 shares within 60 days of April 5,
1999.
(4) Includes options exercisable for 33,625 shares within 60 days of April 5,
1999.
(5) Includes options exercisable for 10,625 shares within 60 days of April 5,
1999.
(6) Consists of options exercisable for 13,875 shares within 60 days of April
5, 1999.
(7) Consists of options exercisable for 16,875 shares within 60 days of April
5, 1999.
(8) Consists of options exercisable for 8,125 shares within 60 days of April 5,
1999.
(9) Includes 522,618 shares subject to redemption by the Company (see note 2)
and options exercisable for 120,625 shares within 60 days of April 5, 1999
(see notes 3, 4, 5, 6,7, and 8).
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 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, 1997 to January 3, 1999, all filing requirements applicable to
its directors, executive officers and greater than ten-percent beneficial owners
were met.
6
<PAGE>
Item 13. Certain Relationships and Related Transactions
Transactions with Management and Others
David L. George, a member of the Board of Directors of the Company, is an
Executive Vice President and Director of ComSpace Corporation. Alfonso G.
Cordero, a director and Chairman Emeritus of the Company, is also a member of
the Board of Directors of ComSpace Corporation. During fiscal 1997, ComSpace
Corporation was a customer of the Company and purchased products from the
Company on terms which management believes were no less favorable than could
otherwise be obtained from unaffiliated third parties. Sales to ComSpace
Corporation were $0 in fiscal 1998 and less than $35,000 in fiscal 1997.
Pursuant to a Stockholders' Agreement dated October 10, 1995, as amended, 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 April 5, 1999, a total
of 1,016,995 options have been exercised under the 1995 Plan and there were
920,690 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 15% of the
Company's Common Stock outstanding as of January 3, 1999, including Mr. Cordero.
The lease expires on July 15, 2006. Total rent paid in fiscal 1998 to the LLC
was $714,810.
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.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Exhibit
Number Description
- ------ -----------
2.1 Amended and Restated Asset Purchase Agreement with Hewlett-Packard
Company, dated as of October 9, 1998 (incorporated by reference to
Exhibit 2.1 to the Company's Form 8-K as filed with the Securities
and Exchange Commission on October 26, 1998)
2.2 Purchase and Sale Agreement and Joint Escrow Instructions with
Hewlett-Packard Company, dated as of August 31, 1998. (incorporated
by reference to Exhibit 2.2 to the Company's Form 8-K as filed with
the Securities and Exchange Commission on October 26, 1998)
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 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 1995 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).*
7
<PAGE>
Exhibit
Number Description
- ------- -----------
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).*
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).
10.6.2 Amendment No. 2 to 1996 Plan (incorporated by reference to Exhibit
4.6 to the Company's Registration Statement on Form S-8 (File No.
333-20549) as filed with the Securities and Exchange Commission on
October 8, 1998).
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).*
10.7.1 Amendment No.1 to Director Plan (incorporated by reference to
Exhibit 4.7 to the Company's Registration Statement on Form S-8
(File No. 333-20549) as filed with the Securities and Exchange
Commission on October 8, 1998).
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).*
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).*
8
<PAGE>
Exhibit
Number Description
- ------- -----------
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).
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).
10.22.1 First Amendment to 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).
10.22.2 Second Amendment to Credit Agreement dated as of April 28, 1998
between Powerwave Technologies, Inc. and Bank of America NT & SA
(incorporated by reference to Exhibit 10.22.2 to the Company's
Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on August, 8 1998).
10.22.3 Third Amendment to Credit Agreement dated as of July 28, 1998
between Powerwave Technologies, Inc. and Bank of America NT & SA
(incorporated by reference to Exhibit 10.22.3 to the Company's
Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on August 8, 1998).
10.23 Loan and Security Agreement, dated as of September 30, 1998, by and
among the Company, Comerica Bank-California, as Agent, and the
lenders party thereto (incorporated by reference to Exhibit 10.23
to the Company's Form 8-K as filed with the Securities and Exchange
Commission on October 26, 1998).
11.1 Computation of net income (loss) 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 23, 1999).
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 23, 1999).
23.1 Independent Auditors' 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 23, 1999).
9
<PAGE>
Exhibit
Number Description
- ------- -----------
27.1 Financial Data Schedule (incorporated by reference to Exhibit 27.1
to the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission on February 23, 1999).
99.1 Press Release dated October 9, 1998 (incorporated by reference to
Exhibit 99.1 to the Company's Form 8-K as filed with the Securities
and Exchange Commission on October 26, 1998).
99.2 Financial Statements of the Business acquired (incorporated by
reference to Exhibit 99.2 to the Company's Form 8-K/A as filed with
the Securities and Exchange Commission on December 28, 1998).
99.3 Pro Forma Financial Statements (incorporated by reference to
Exhibit 99.3 to the Company's Form 8-K/A as filed with the
Securities and Exchange Commission on December 28, 1998).
- ---------------
*Indicates Item 14(a)(3) exhibit.
10
<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 3rd day of May, 1999.
POWERWAVE TECHNOLOGIES, INC.
By: /s/ Kevin T. Michaels
--------------------------------
Kevin T. Michaels
Vice President, Finance and Chief Financial Officer
11
