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As Filed With the Securities and Exchange Commission on June 5, 2000
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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2000 STOCK OPTION PLAN
(Full titles of the plans)
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Bruce C. Edwards
President and Chief Executive Officer
Powerwave Technologies, Inc.
2026 McGaw Avenue, Irvine, California 92614
(Name and address of agent for service)
(949) 809-1100
(Telephone number, including area code, of agent for service)
Copy to:
Nick E. Yocca, Esq.
K.C. Schaaf, Esq.
Mark L. Skaist, Esq.
Stradling Yocca Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(949) 725-4000
Page 1 of 8 Pages
Exhibit Index on Page 8
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered/(1)/ Offering Price Aggregate Offering Registration Fee
Per Share Price
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<S> <C> <C> <C> <C>
Common Stock,
$0.0001 par value 2,640,000 shares $51.8125 (2) $136,785,000 (2) $36,111.24
==================================================================================================================================
</TABLE>
(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the 2000 Stock Option
Plan (the "2000 Plan").
(2) In accordance with Rule 457(h), the aggregate offering price of
2,640,000 shares of Common Stock registered hereby which would be issued upon
exercise of options granted under the 2000 Plan is estimated solely for
purposes of calculating the registration fee, in accordance with Rule 457(h)
on the basis of the price of securities of the same class, as determined in
accordance with Rule 457(c), using the average of the high and low price
reported by the Nasdaq National Market for the Common Stock on May 30, 2000,
which was $51.8125 per share.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 2, 2000.
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, since the end of the fiscal year covered by the
Annual Report referred to in (a) above.
(c) The description of the Registrant's Common Stock that is contained in
the Registrant's Registration Statement on Form 8-A filed under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating that description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions. For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 6. Indemnification of Directors and Officers.
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(a) As permitted by the Delaware General Corporation Law, the Registrant's
Amended and Restated Certificate of Incorporation eliminates the liability of
directors to the Registrant or its stockholders for monetary damages for breach
of fiduciary duty as a directors, except to the extent otherwise required by the
Delaware General Corporation Law.
(b) The Registrant's Amended and Restated Certificate of Incorporation
provides that we will indemnify each person who was or is made a party to any
proceeding by reason of the fact that such person is or was a director or
officer of the Registrant against all expense, liability and loss reasonably
incurred or suffered by such person in connection therewith to the fullest
extent authorized by the Delaware General Corporation Law. The Registrant's
Amended and Restated Bylaws provide for a similar indemnity to directors and
officers to the fullest extent authorized by the Delaware General Corporation
Law.
(c) The Amended and Restated Certificate of Incorporation also gives the
Registrant the ability to enter into indemnification agreements with each of its
directors and officers. The Registrant has entered into indemnification
agreements with each of its directors and officers which provide for the
indemnification of such persons against any an all expenses, judgments, fines,
penalties and amounts paid in settlement, to the fullest extent permitted by
law.
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Item 8. Exhibits.
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The following exhibits are filed as part of this Registration Statement:
Number Description
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4.1 2000 Stock Option Plan (the "2000 Plan").
4.2 Form of Stock Option Agreement for the 2000 Plan.
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant.
23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP, independent auditors.
24.1 Power of Attorney (included on signature page to the
Registration Statement at page S-1).
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
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indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on the 5th day of June,
2000.
POWERWAVE TECHNOLOGIES, INC.
By: /s/ Bruce C. Edwards
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Bruce C. Edwards
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Powerwave Technologies, Inc.,
do hereby constitute and appoint Bruce C. Edwards and Kevin T. Michaels, or
either of them, our true and lawful attorneys and agents, to sign for us or any
of us in our names and in the capacities indicated below, any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents required in
connection therewith, and to do any and all acts and things in our names and in
the capacities indicated below, which said attorneys and agents, or either of
them, may deem necessary or advisable to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement; and we do hereby ratify and confirm all that the said
attorneys and agents, or either of them, shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Bruce C. Edwards President, Chief Executive Officer and June 5, 2000
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Bruce C. Edwards Director (Principal Executive Officer)
/s/ Kevin T. Michaels Senior Vice President, Finance and June 5, 2000
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Kevin T. Michaels Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ John L. Clendenin Chairman of the Board of Directors June 5, 2000
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John L. Clendenin
Director
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Gregory M. Avis
/s/ Eugene L. Goda Director June 5, 2000
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Eugene L. Goda
/s/ David L. George Director June 5, 2000
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David L. George
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Signature Title Date
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Director
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Andrew Sukawaty
/s/ Safi U. Qureshey Director June 5, 2000
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Safi U. Qureshey
Director
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Carl W. Neun
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EXHIBIT INDEX
Number Description
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4.1 2000 Stock Option Plan (the "2000 Plan").
4.2 Form of Stock Option Agreement for the 2000 Plan.
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant.
23.1 Consent of Stradling Yocca Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP, independent auditors
24.1 Power of Attorney (included on signature page to the
Registration Statement at page S-1).
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