REPEATER TECHNOLOGIES INC, S-1/A, 2000-04-14

REPEATER TECHNOLOGIES INC
S-1/A, 2000-04-14
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 2000

REGISTRATION NO. 333-31266

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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REPEATER TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 3663 77-0535658
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

1150 MORSE AVENUE

SUNNYVALE, CALIFORNIA 94089
(408) 747-1900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
KENNETH L. KENITZER

REPEATER TECHNOLOGIES, INC.
1150 MORSE AVENUE
SUNNYVALE, CALIFORNIA 94089
(408) 747-1900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------

COPIES TO:

<TABLE>
<S> <C>
MARK P. TANOURY, ESQ. ALAN F. DENENBERG, ESQ.
DAVID T. EMERSON, ESQ. SHEARMAN & STERLING
COOLEY GODWARD LLP 1550 EL CAMINO REAL
FIVE PALO ALTO SQUARE SUITE 100
3000 EL CAMINO REAL MENLO PARK, CA 94025
PALO ALTO, CA 94306 (650) 330-2200
(650) 843-5000
</TABLE>

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effectiveness of this Registration Statement.
------------------------

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<S> <C> <C> <C> <C>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(1)(2) REGISTRATION FEE
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Common Stock, $0.001 par value..... 5,462,500 $10.00 $54,625,000 $14,421
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</TABLE>

(1) Includes shares that the underwriters have the option to purchase solely to
cover over-allotments, if any.

(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(a) under the Securities Act of 1933.

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED APRIL 14, 2000

PROSPECTUS

4,750,000 SHARES

[REPEATER TECHNOLOGIES LOGO]

COMMON STOCK
$ PER SHARE

------------------

We are selling 4,750,000 shares of our common stock. The underwriters named
in this prospectus may purchase up to 712,500 additional shares of common stock
from us to cover over-allotments.

This is an initial public offering of our common stock. We currently expect
the initial public offering price to be between $8.00 and $10.00 per share. We
have applied to have our common stock included for quotation on the Nasdaq
National Market under the symbol "RPTR."

------------------

INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 4.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

------------------

<TABLE>
<CAPTION>
PER SHARE TOTAL
-------------- --------------
<S> <C> <C>
Public Offering Price $ $
Underwriting Discount $ $
Proceeds to Repeater Technologies, Inc. (before expenses) $ $
</TABLE>

The underwriters are offering the shares subject to various conditions. The
underwriters expect to deliver the shares to purchasers on or about
, 2000.

------------------

SALOMON SMITH BARNEY
U.S. BANCORP PIPER JAFFRAY
SG COWEN
, 2000
<PAGE> 3

[Inside Cover Graphics]

Map of the World with symbols placed on the map where we have deployed
repeaters. (The map has no political boundaries and the symbols have no
identity to operator or countries).

Text Title: "Repeater Technologies has Deployed Network Repeaters with over 40
CDMA Operators on Five Continents".

Bottom of the page Text: Company Logo with Design, Name and Tagline (Perfecting
Wireless Coverage Worldwide)

Inside Cover Graphic [Gate Fold]

An artist's rendition of a map of the St. Cloud Minnesota area with an overlay
of a RepeaterHybrid Network.

Text Title: "World's First CDMA RepeaterHybrid(TM) Network, Lifecom PCS, St.
Cloud, MN, July 1998.

On the perimeter of the map are seven small pictures of products or services
that the company provides.

Picture 1 Graphic: A service man installing a Network Repeater on a pole.

Picture 1 Text: Network Repeater(TM)

Picture 2 Graphic: A white box.

Picture 2 Text: RepeaterPower(TM) battery back-up system

Picture 3 Graphic: A Computer Terminal with radio frequency prediction plots on
the screen and the wall.

Picture 3 Text: RepeaterCAD(TM) radio frequency network design and application
services

Picture 4 Graphic: Picture of OfficeCell (electronic equipment)

Picture 4 Text: OfficeCell(TM) fiber-optic distributed antenna system for
in-building coverage

Picture 5 Graphic: Picture of RepeaterNet (Computer rack)

Picture 5 Text: RepeaterNet(TM) network management system

Picture 6 Graphic: Picture of RepeaterStar antenna

Picture 6 Text: RepeaterStar(TM) Donor Antenna

Page 34

[NETWORK REPEATER CELL SITE GRAPHIC]

Inside Back Cover:

Title: "From Concept to Reality"

Graphics include 3 columns and 6 rows with text in the first column (describing
the illustrations and photographs to the immediate right) illustrations in the
second column which are artist renditions of concepts (concept), and photographs
and illustrations in the third column which are actual implementations of
repeaters (reality).

First Row.

Left (Concept) Picture: Drawing of a RepeaterHybrid Network

Middle Text: RepeaterHybrid Networks can reduce conventional base station
deployment. The Lifecom network uses 24 Network Repeaters and 6 base stations.

Right (Reality) Picture: A drawing of the Lifecom network showing the 24
repeaters and 6 base stations.

Second Row.

Left (Concept) Picture: Car driving through tunnel

Middle Text: Network Repeaters help fill gaps in coverage like in the Presidio
Tunnel in San Francisco, CA

Right (Reality) Picture: Actual photo of tunnel

Third Row.

Left (Concept) Picture: Car driving down downtown street

Middle Text: Five Network Repeaters provide coverage in urban canyons in the
financial district of San Francisco, CA.

Right (Reality) Picture: A photo of the financial district of San Francisco

Fourth Row.

Left (Concept) Picture: Car driving down rural highway

Middle Text: RepeaterHybrid Networks can extend the coverage of base stations
along a highway like this section of I-5 in California employing eight repeaters
and one base station.

Right (Reality) Picture: A map showing of I-5 showing where the eight repeaters
and one base station are placed along the highway.

Fifth Row.

Left (Concept) Picture: Repeater on the rooftop of building

Middle Text: Two Network Repeaters help provide the coverage in four department
stores and parking garages at the Mall of America in Minneapolis, MN.

Right (Reality) Picture: An aerial photograph of the Mall of America

Sixth Row.

Left (Concept) Picture: Man talking on wireless handset inside a building.

Middle Text: Repeater Technologies provides in-building coverage to the stadium
offices at Ericsson stadium in Charlotte, NC.

Right (Reality) Picture: Aerial photograph of Ericsson stadium.

<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Prospectus Summary.......................................... 1
Risk Factors................................................ 4
Special Note Regarding Forward-Looking Statements........... 12
Use of Proceeds............................................. 13
Dividend Policy............................................. 13
Capitalization.............................................. 14
Dilution.................................................... 15
Selected Financial Data..................................... 16
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 17
Business.................................................... 27
Management.................................................. 39
Principal Stockholders...................................... 48
Certain Transactions........................................ 50
Description of Capital Stock................................ 54
Shares Eligible for Future Sale............................. 58
United States Federal Income Tax Consequences to Non-U.S.
Persons................................................... 60
Underwriting................................................ 63
Legal Matters............................................... 65
Experts..................................................... 65
Change in Independent Accountants........................... 66
Additional Information...................................... 67
Index to Financial Statements............................... F-1
</TABLE>

Until , 2000, all dealers that buy, sell or trade the common
stock, whether or not participating in this offering, may be required to deliver
a prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
i
<PAGE> 5

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed
information in this prospectus concerning us and the common stock being sold in
this offering, especially the risks of investing in our common stock discussed
under "Risk Factors."

REPEATER TECHNOLOGIES, INC.

We develop, market and sell wireless network equipment primarily to
providers of code division multiple access or CDMA-based wireless services. Our
products are designed to cost effectively allow wireless service providers to
expand their geographic coverage in suburban and rural areas, urban areas and
inside office buildings and other coverage-limited structures. Our products have
been deployed with over 40 CDMA wireless service providers in ten countries.

Our products are based on our Network Repeater technology that works in
conjunction with base stations to expand the coverage area of a wireless
network. A base station is a key component of a wireless network used to receive
and transmit voice and data signals over radio frequencies. Our Network Repeater
receives, amplifies and re-transmits voice and data signals between mobile
handsets and base stations and provides a wireless connection to the
telecommunications network.

Our RepeaterHybrid Network solutions incorporate our family of Network
Repeaters, antenna systems, network management systems and network design
services to provide outdoor wireless service coverage. These products are used
in conjunction with third-party base stations to increase coverage at
significantly reduced cost by reducing the number of required base stations,
related communication links and other wireless network equipment. We have
deployed 20 RepeaterHybrid Networks with 12 service providers.

Our Distributed Antenna System provides in-building coverage using copper
cable and small antennas. Our OfficeCell distributed antenna system, currently
under development, will provide in-building coverage utilizing fiber-optic cable
to link distributed antennas for increased flexibility and broader coverage.
These systems can be used in a wide range of indoor areas, including office
buildings, shopping malls, sports arenas and tunnels. Our in-building products
offer low cost, ease of installation and remote monitoring via our proprietary
network management system. We have deployed our copper cable Distributed Antenna
System with 16 service providers in six countries.

Our goal is to be the leader in the development and deployment of
CDMA-compatible wireless network equipment. To achieve this goal, our strategy
is to:

- Continue to expand our installed base of Network Repeaters;

- Expand our in-building capabilities;

- Establish a market leadership position in third generation, or 3G,
wireless networks;

- Focus on network design and customer support; and

- Pursue strategic acquisitions.

We have incurred losses since our inception and we expect to continue to
incur losses at least through our fiscal year ending March 2001.

We are incorporated in Delaware. Our principal executive offices are
located at 1150 Morse Avenue, Sunnyvale, California 94089 and our telephone
number is (408) 747-1900. Information contained on our web site does not
constitute part of this prospectus.

1
<PAGE> 6

THE OFFERING

Common stock offered................ 4,750,000 shares

Common stock outstanding after this
offering............................ 21,978,199 shares

Use of proceeds..................... We intend to use the net proceeds from
this offering primarily for general
corporate purposes, including working
capital, research and development,
sales and marketing, network design
services, capital expenditures and
potential acquisitions.

Proposed Nasdaq National Market
symbol.............................. RPTR
------------------

Unless otherwise indicated, all information contained in this prospectus,
including the outstanding share information above, is based on the number of
shares outstanding as of March 31, 2000 and:

- assumes our reincorporation in the State of Delaware and filing of our
restated certificate of incorporation;

- assumes conversion of all outstanding shares of preferred stock into
10,117,088 shares of common stock upon the closing of this offering;

- assumes conversion of outstanding convertible subordinated debentures
into 2,727,263 shares of common stock upon the closing of this offering;

- assumes the exercise of outstanding warrants for 1,069,349 shares of
common stock at a weighted average exercise price of $2.04 per share,
which will expire if not exercised by 5:00 p.m. upon the closing of this
offering;

- excludes 3,534,806 shares of common stock issuable upon the exercise of
outstanding options having a weighted average exercise price of $3.62 per
share;

- excludes 122,895 shares of common stock issuable upon the exercise of
outstanding warrants having a weighted average exercise price of $5.05
per share;

- assumes no exercise of the underwriters' option to purchase up to 712,500
additional shares of common stock to cover over-allotments; and

- assumes an initial public offering price of $9.00 per share, the midpoint
of the initial public offering price range.

-------------------------------

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED BY THIS
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS PROSPECTUS.

2
<PAGE> 7

SUMMARY FINANCIAL DATA

The following table summarizes the financial data for our business during
the periods indicated. You should read this information together with our
financial statements, the notes to those statements beginning on page F-1 of
this prospectus, and the information under "Selected Financial Data,"
"Capitalization" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

<TABLE>
<CAPTION>
AS OF DECEMBER 24, 1999
-----------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
------- --------- -----------
(IN THOUSANDS, UNAUDITED)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents.................................. $ 8,591 $10,772 $48,478
Working capital............................................ 8,038 10,219 47,925
Total assets............................................... 17,145 19,326 57,032
Other long-term debt....................................... 3,710 3,710 3,710
Convertible subordinated debentures........................ 15,000 -- --
Total stockholders' equity (deficit)....................... (8,220) 8,961 46,667
</TABLE>

- ------------------------

Pro forma gives effect to the automatic conversion of all of our
outstanding shares of preferred stock into 10,117,088 shares of our common
stock, all of our convertible debentures into 2,727,263 shares of our common
stock and the exercise of outstanding warrants exercisable for 1,069,349 shares
of our common stock, which will expire if not exercised by 5:00 p.m. on the date
of the closing of this offering.

Pro forma as adjusted gives effect to this offering assuming an initial
public offering price of $9.00 per share and the automatic conversion of all of
our outstanding shares of preferred stock into 10,117,088 shares of our common
stock, all of our convertible debentures into 2,727,263 shares of our common
stock and the exercise of outstanding warrants exercisable for 1,069,349 shares
of our common stock, which will expire if not exercised by 5:00 p.m. upon the
closing of this offering.

3
<PAGE> 8

RISK FACTORS

Investing in our common stock involves a high degree of risk, including
those risks described below.

WE HAVE INCURRED SIGNIFICANT LOSSES SINCE WE BEGAN DOING BUSINESS, ANTICIPATE
CONTINUING LOSSES, AND MAY NEVER ACHIEVE OR SUSTAIN PROFITABILITY.

We have accumulated losses of $50.2 million since we began doing business
in 1983 through December 24, 1999, and we may never achieve or sustain
profitability. We incurred a net loss of $6.0 million for the fiscal year ended
March 31, 1997, a net loss of $12.6 million for the fiscal year ended March 27,
1998, a net loss of $10.6 million for the fiscal year ended March 26, 1999, and
a net loss of $9.4 million for the nine months ended December 24, 1999. We will
continue to incur significant expenses, particularly research and product
development and sales and marketing expenses, and we expect our expenses to
increase as compared to prior periods. We anticipate incurring net losses at
least through the fiscal year ending March 2001. We will need to generate
significantly higher revenues to achieve profitability and recoup our
accumulated losses. We cannot be certain that we will realize sufficient
revenues to sustain our business.

WE HAVE A LIMITED SALES HISTORY.

Through March 31, 2000, we have sold 905 Network Repeaters to 43 wireless
service providers and 20 RepeaterHybrid Networks have been deployed by 12
wireless service providers. If we fail to significantly increase our sales of
Network Repeaters and the deployment of RepeaterHybrid Networks and broaden our
customer base, we may fail to generate sufficient revenues to sustain our
business.

OUR QUARTERLY REVENUES AND OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY.

Our quarterly operating results have fluctuated significantly in the past
and are likely to do so in the future. Factors that could cause our quarterly
results to fluctuate include, but are not limited to:

- any delay in our introduction of new products or product enhancements;

- the concentration of customer orders at the end of a quarter which can
result in products shipping in the following quarter;

- the reduction in the selling price of our products;

- customer responses to announcements of new products and product
enhancements by competitors and the entry of new competitors into our
markets; and

- general economic conditions in the geographic markets served by our
customers.

If our operating results do not meet the expectations of securities
analysts and investors, our stock price is likely to decline.

OUR LENGTHY AND VARIABLE SALES CYCLE MAKES IT DIFFICULT FOR US TO PREDICT IF AND
WHEN A SALE WILL BE MADE AND COULD LEAD TO OPERATING DIFFICULTIES AND CASH FLOW
PROBLEMS.

Our sales cycle, which is the period from the generation of a sales lead
until the recognition of revenues, ranges from nine to 24 months, making it
difficult to forecast revenues and operating results. Our inability to
accurately predict the timing and magnitude of sales of our products and
services could cause a number of problems:

- we may have difficulty meeting our customers' product delivery
requirements in the event many orders are received in a short period of
time;

- we may expend significant management efforts and incur substantial sales
and marketing expenses in a particular period that do not translate into
orders during that period, or at all;

4
<PAGE> 9

- we may have difficulty meeting our cash flow requirements and obtaining
credit because of delays in receiving orders; and

- failure to accurately forecast customer demand for our products may cause
us to carry excess inventory or experience inventory shortages.

The problems resulting from our lengthy and variable sales cycle could
impede our growth, cause fluctuations in our operating results, adversely affect
our stock price and restrict our ability to take advantage of new opportunities.

CERTAIN EXISTING CONTRACTS MAY NOT RESULT IN REVENUES AS LARGE AS PREVIOUSLY
DISCLOSED.

In the past, we publicly announced the signing of certain contracts or
purchase orders from major customers and their expected value or sales volume
for us. However, these contracts typically require no minimum purchase
commitment and the purchase orders are typically subject to cancellation. To
date, we have not achieved the expected values or sales volume publicly
disclosed. Furthermore, we may never achieve the expected values or sales volume
publicly disclosed. While we continue to internally estimate specific customer
sales volumes for business planning purposes, none of our prior publicly
disclosed estimates should be regarded as purchase commitments or indicative of
our current estimates or expectations.

A SMALL NUMBER OF CUSTOMERS ACCOUNT FOR A SUBSTANTIAL PORTION OF OUR REVENUES
AND THE LOSS OF ANY OF THESE CUSTOMERS COULD HARM OUR RESULTS AND CAUSE OUR
STOCK PRICE TO DECLINE.

Our customer base has been and may continue to be concentrated with a small
number of customers. The loss of any of these customers, or the delay, reduction
or cancellation of orders by or shipments to any of these customers, could hurt
our results and cause a decline in our stock price. In the fiscal year ended
March 1997, ten customers accounted for 76.1% of our net revenues, with Eriline
Telecom accounting for 38.4%. In the fiscal year ended March 1998, ten customers
accounted for 69.9% of our net revenues, with Eriline Telecom and Telus
accounting for 18.4% and 14.9%, respectively. In the fiscal year ended March
1999, ten customers accounted for 52.0% of our net revenues, with Clearnet PCS
accounting for 10.6%. In the nine months ended December 24, 1999, ten customers
accounted for 66.8% of our net revenues, with PrimeCo and Clearnet PCS
accounting for 14.8% and 12.4%, respectively. When our products have been fully
deployed in a customer's network or a customer's demands are otherwise
satisfied, we must replace that customer's sales with those of new customers in
order to maintain our sales volume.

We do not have any long-term contracts with any of our customers. Our
contracts generally do not contain minimum purchase requirements and are
terminable at any time. We expect to continue to depend on a small number of
customers for a substantial portion of our revenues.

In addition, we face increased credit risks, including slow payments or
non-payments, due to the concentration of our customer base. In March 1999, we
increased our allowance for doubtful accounts by $0.7 million due to the
bankruptcy of a customer.

IF WE ARE UNABLE TO OBTAIN OR MAINTAIN VENDOR QUALIFICATION WITH NATIONWIDE
WIRELESS NETWORK OPERATORS, OUR ABILITY TO SELL OUR PRODUCTS WOULD BE IMPAIRED
AND OUR REVENUES WOULD LIKELY DECLINE.

Many of our current and potential customers are large major network
operators or affiliates of nationwide wireless network operators. In order to
sell our products to these affiliates, our products must be authorized for
purchase by the network operator. This authorization process is both costly and
lengthy. If we do not maintain our status as a qualified vendor or supplier, we
will be unable to sell our products to these network operators and their
affiliates, and our revenues will likely decline.

5
<PAGE> 10

INTENSE COMPETITION FROM LARGER, MORE ESTABLISHED COMPANIES WITH GREATER
RESOURCES COULD LEAD TO PRICE REDUCTIONS, LOSS OF REVENUES AND LOSS OF MARKET
SHARE AND COULD PREVENT US FROM ACHIEVING PROFITABILITY.

The market for base stations, repeaters and related products is highly
competitive. We compete with large infrastructure manufacturers, systems
integrators, repeater manufacturers and base station subsystem suppliers, as
well as new market entrants. Most of our current and potential competitors have
longer operating histories, larger installed customer bases, substantially
greater name recognition and more financial, technical, manufacturing,
marketing, sales, distribution and other resources than we do. We may not be
able to compete successfully against current and future competitors, including
companies that develop and market new wireless telecommunications products and
services. If we are forced to reduce the prices of our products and we are
unable to offset the price reductions by increasing our sales volumes,
introducing new products with higher prices or reducing manufacturing costs, our
revenues or gross margins will decline. These competitive pressures may also
result in longer sales cycles and loss of customers.

OUR DEPENDENCE ON A LIMITED NUMBER OF CONTRACT MANUFACTURERS FOR MOST OF OUR
PRODUCTS MAY DIMINISH OUR ABILITY TO CONTROL THE QUALITY AND TIMING OF DELIVERY
OF OUR PRODUCTS.

We have recently transitioned the manufacture of our products from in-house
to three third-party contract manufacturers. There are risks associated with our
dependence on contract manufacturers, including the contract manufacturers'
control of capacity allocation, labor relations, production quality and other
aspects of the manufacturing process. If our contract manufacturers encounter
any of these problems, our manufacturing processes will be adversely affected
and we may lose customers.

Any one of our repeater products is generally produced by only one of our
contract manufacturers. We do not have long-term supply contracts with our
contract manufacturers, and they are not obligated to supply us with products
for any specific period, in any specific quantity or at any specific price,
except as may be provided in a particular purchase order. If we are unable to
obtain our products from our contract manufacturers on schedule, revenues from
the sale of those products may be delayed or lost, and our reputation,
relationships with customers and our business could be harmed. In addition, if
we must replace one of our contract manufacturers, we could incur significant
expenses and experience substantial disruption to our business.

OUR CONTRACT MANUFACTURERS' RELIANCE ON A LIMITED NUMBER OF COMPONENT SUPPLIERS
COULD LEAD TO DELAYS, ADDITIONAL COSTS, PROBLEMS WITH OUR CUSTOMERS AND
POTENTIAL CUSTOMERS AND LOSS OF REVENUES.

Our contract manufacturers currently utilize one or a small number of
suppliers for each of the components of our products. In particular, there is
currently only one supplier of high power amplifiers, a critical component for a
Network Repeater, that meets our quality standards. Our contract manufacturers
have no long-term contracts or arrangements with the suppliers of components for
our products that guarantee the availability of these components. If for any
reason a supplier fails to meet quality or quantity requirements, or stops
selling components at commercially reasonable prices, or if a competitor enters
into an exclusive relationship with one of our suppliers, we could experience
significant production delays or cost increases. From time to time, our contract
manufacturers may be required to replace some of the components of our products
when the supplier of a particular component discontinues production. While we do
not generally maintain an inventory of components, we may purchase a quantity of
these discontinued components to supply to our contract manufacturers until new
suppliers or substitute components can be found. We face the risk that we may
deplete this inventory of discontinued components before finding adequate
substitutes, which could cause the loss of significant sales opportunities.
Alternatively, we may be left with surplus quantities of these components, which
could cause us to incur charges for excess inventory. We cannot guarantee that
alternative sources of components can be secured on short notice or that
components will be available from alternative sources on satisfactory terms. Any
of these problems could damage relationships with current or prospective
customers, seriously harm our operating results and revenues in a given period
and impair our ability to generate future sales.

6
<PAGE> 11

DUE TO UNCERTAINTIES IN PRODUCTION FORECASTING, WE MAY EXPERIENCE UNEXPECTED
SURPLUSES OR SHORTAGES OF INVENTORY.

Our contracts with manufacturers require us to provide a rolling six-month
forecast for production each month. The forecast for the first two months of the
six-month forecast are considered firm purchase orders. If we fail to accurately
predict our customers' demand for our products, we may be subject to shortages
of certain products and surpluses of other products. If we fail to have an
adequate supply of inventory for our products, we may be subject to cancellation
of orders from our customers for these products. In addition, if we have a
surplus of certain products, we may incur charges for excess or obsolete
inventory.

Some of the components of our products may have lead times of as long as 12
to 20 weeks from the date a purchase order is placed with the supplier to the
date the components are delivered to our contract manufacturers. In order to
ensure an adequate supply of these components, we may be required to purchase
the components ourselves and then resell them to our contract manufacturers to
meet our forecasted requirements. If we fail to accurately predict the demand
for these components, we may face shortages and potentially lose sales, or
alternatively incur charges for excess or obsolete inventory.

OUR INABILITY TO PROVIDE LONG-TERM EQUIPMENT FINANCING FOR OUR CUSTOMERS IS A
COMPETITIVE DISADVANTAGE AND COULD RESULT IN A LOSS OF SALES.

Many of our current and potential customers require equipment financing to
purchase our products. We do not offer long-term equipment financing to our
customers. If we cannot assist in arranging long-term equipment financing for
our customers, we may lose sales and customers to competitors that provide such
financing. Additionally, if we decide to provide our customers with long-term
equipment financing in the future, we could face credit risks, including slow
payments or non-payments from customers.

WE PLAN TO EXPAND FURTHER INTO INTERNATIONAL MARKETS, WHICH WILL SUBJECT US TO
ADDITIONAL BUSINESS RISKS.

A significant portion of our sales efforts has been and will continue to be
targeted to international service providers in Australia, Canada, Mexico, South
America and Asia. Conducting business in these areas subjects us to a number of
risks and uncertainties, including:

- inadequate protection of intellectual property in foreign countries;

- increased difficulty in collecting accounts;

- delays and expenses associated with tariffs and other trade barriers;

- difficulties and costs associated with complying with a wide variety of
complex foreign laws and treaties;

- currency fluctuations, including a decrease in the value of foreign
currencies relative to the U.S. dollar which could make our products less
competitive against those of foreign competitors; and

- political and economic instability.

Any of the factors described above could impair our ability to continue
expanding into international markets and could prevent us from increasing our
revenues and achieving profitability. We expect to establish contract
manufacturing operations in China and Brazil during our fiscal year ending March
2001 which could further subject us to the risks described above, particularly
the difficulty of protecting intellectual property rights.

WE HAVE DEVELOPED A PRODUCT LINE PRIMARILY BASED ON THE CDMA STANDARD AND WE MAY
NOT SUCCEED IF CDMA IS NOT WIDELY ACCEPTED.

We have concentrated our efforts on the development and sale of products
specific to CDMA technology. CDMA is the newest wireless communications
technology standard and has yet to achieve the
7
<PAGE> 12

market penetration of other more established digital standards, including TDMA
and GSM. There are currently a limited number of wireless service providers
utilizing CDMA-based equipment. These service providers are concentrated in
North America, South America and Asia. If CDMA technology is not widely accepted
by wireless service providers, the demand for our products will not be as large
as we are anticipating. A decline in demand for our current products could have
a significant negative impact on our results of operations. In addition, a
decline in demand may require us to develop new products compatible with other
wireless technology standards, which would cause us to experience significant
production delays and cost increases with no assurance of new product
acceptance.

IF WE DO NOT DEVELOP NEW PRODUCTS AND PRODUCT FEATURES THAT ARE RESPONSIVE TO
CHANGING TECHNOLOGIES AND CUSTOMER DEMANDS, CUSTOMERS MAY NOT PURCHASE OUR
PRODUCTS.

The marketplace for our products is characterized by rapidly changing
technology, evolving wireless transmission standards, and frequent new product
introductions and enhancements. We need to continually develop new products and
product features in response to the evolving demands of the marketplace. The
development of new or enhanced products is a complex and uncertain process and
we may experience design, manufacturing, marketing and other difficulties in the
development of these products. If we are unable to successfully develop,
introduce or manage new products or product enhancements in a timely manner or
at all, market acceptance and sales of our products may decline.

BECAUSE OUR PRODUCTS ARE DEPLOYED IN COMPLEX NETWORKS, THEY MAY HAVE ERRORS OR
DEFECTS THAT WE FIND ONLY AFTER DEPLOYMENT, WHICH IF NOT REMEDIED, COULD HARM
OUR BUSINESS.

Our products are highly complex, designed to be deployed in complicated
networks and may contain undetected defects, errors or failures. Although our
products are tested during manufacturing prior to deployment, they can only be
fully tested when deployed in commercial networks. Consequently, our customers
may discover errors after the products have been deployed. The occurrence of any
defects, errors or failures could result in installation delays, product
returns, diversion of our resources, increased service and warranty costs, legal
actions by our customers, increased insurance costs and other losses to us or to
our customers or end users. Any of these occurrences could also result in the
loss of or delay in market acceptance of our products, which would harm our
business and adversely affect our operating results and financial condition.

WE ARE DEPENDENT ON LICENSED TECHNOLOGY FOR OUR PRODUCTS.

The receive diversity technology contained in our products is licensed from
one of our executive officers. The license agreement requires the timely payment
of royalties in the form of cash and shares of our common stock. These royalty
payments are non-refundable. Failure to honor the terms of the license agreement
could adversely affect our business.

WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS WHICH
COULD HARM OUR ABILITY TO COMPETE.

Although we attempt to protect our intellectual property rights through
patents, patent applications, trademarks, trade secrets, copyrights,
confidentiality and nondisclosure agreements and other measures, intellectual
property is difficult to protect and these measures may not provide adequate
protection for our proprietary rights and information. Competitors may
misappropriate our proprietary rights and information. Disputes as to ownership
of intellectual property may arise, and our proprietary rights and information
may otherwise become known or independently developed by competitors. Any
failure to adequately protect our intellectual property could significantly
impair our ability to compete and limit our growth and future revenues.

8
<PAGE> 13

WE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS DISPUTES.

Intellectual property rights held by third parties could render our
intellectual property less valuable, require us to license competing
technologies, redesign our products or discontinue sale of our products. In
addition, third party claims of infringement or indemnification may be asserted
or prosecuted against us. Even if none of these claims is valid or successful,
we could be forced to incur significant costs and divert management resources to
defend against them.

A SIGNIFICANT DECREASE IN THE COST OF COMMUNICATION LINKS AND, IN PARTICULAR
HIGH CAPACITY DIGITAL TELEPHONE CONNECTIONS, WOULD DIMINISH ONE OF OUR
COMPETITIVE ADVANTAGES.

Unlike our repeater products, current base stations require an expensive
communications link, usually through a high capacity digital telephone
connection, to the wireline network. Any significant decrease in the cost of
communication links used to connect base stations to the local telephone
network, especially in less populated areas, will diminish a cost saving that
our customers experience from using our product. If the cost of communication
links decline, we may have to lower our product prices or experience a decline
in orders, either one of which could result in decreased revenues and margins.

OUR INDUSTRY IS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION THAT COULD CAUSE
SIGNIFICANT DELAYS AND EXPENSE.

The wireless telecommunications industry is subject to extensive government
regulation. For example, any failure of domestic and international regulatory
authorities to allocate suitable frequency spectrum could limit our growth
opportunities and our future revenues. In addition, our products require
regulatory compliance which could be expensive and may require time-consuming
and costly modifications. If we fail to conform our products to regulatory
requirements or experience any delays in obtaining regulatory approvals, we
could lose sales.

CHANGES IN ACCOUNTING POLICIES COULD ADVERSELY AFFECT OUR FUTURE FINANCIAL
RESULTS.

We prepare our financial statements in accordance with generally accepted
accounting principles, or GAAP, which are interpreted from time to time by the
SEC. In December 1999, the SEC released Staff Accounting Bulletin 101,
clarifying its position on revenue recognition policies under GAAP, which will
be applicable to us upon the completion of this offering. We believe our revenue
recognition policies comply with the new interpretation, but any future changes
to GAAP standards or additional SEC statements on accounting policies may
require us to change our practices. Any such change may have an adverse effect
on our future financial results.

IF WE FAIL TO MANAGE OUR GROWTH EFFECTIVELY, OUR BUSINESS AND PROSPECTS COULD BE
SERIOUSLY HARMED.

The challenge of managing our growth will place a significant strain on our
planning and management capabilities. To manage our expected growth of
operations and personnel, we will need to:

- improve financial and operational controls, as well as our reporting
systems and procedures;

- install new management information systems; and

- hire, train, motivate and manage our sales and marketing, engineering,
technical, finance and customer service employees.

If we cannot effectively hire and manage new employees or monitor, manage
and control expanded operations, our business and prospects could be seriously
harmed.

IF WE LOSE KEY ENGINEERING PERSONNEL OR ARE UNABLE TO HIRE ADDITIONAL QUALIFIED
ENGINEERING PERSONNEL, WE MAY NOT BE SUCCESSFUL.

Our future success largely depends on our ability to attract and retain
qualified engineering personnel. The market for qualified engineering personnel
in the telecommunications industry is highly competitive

9
<PAGE> 14

and if we cannot attract and retain these personnel, it would significantly
limit our ability to compete and to grow our business.

WE HAVE ENGAGED IN ACQUISITIONS AND MAY ENGAGE IN FUTURE ACQUISITIONS THAT MAY
SUBJECT US TO VARIOUS OPERATIONAL AND FINANCIAL RISKS.

We have in the past and expect in the future to acquire other businesses or
technologies that complement our products, expand the breadth of our product
offerings, enhance our technical capabilities, help secure critical sources of
supply, or that may otherwise offer growth opportunities. In connection with
acquisitions, we may incur operational and financial risks, including:

- difficulties in combining operations, personnel, technologies or
products;

- unanticipated costs;

- risks associated with entering markets in which we have no or limited
prior experience;

- diversion of management's attention from our core business;

- adverse effects on existing business relationships with suppliers and
customers;

- issuing stock that would dilute our current stockholders' percentage
ownership;

- incurring debt; and

- assumption of liabilities.

WE MAY NOT BE ABLE TO RAISE ADDITIONAL CAPITAL ON ACCEPTABLE TERMS, OR AT ALL.

We may require additional funding, which may not be available on terms that
are acceptable. If we issue equity securities, existing stockholders may
experience dilution or the new equity securities could have rights, preferences
and privileges senior to those of existing stockholders. If additional funds are
raised through the issuance of debt securities, such securities would have
rights, preferences and privileges senior to holders of common stock. If we
cannot raise funds on acceptable terms, we may not be able to develop or enhance
our products, take advantages of future opportunities or respond to competitive
pressures or unanticipated requirements.

IF WE OR OUR KEY SUPPLIERS OR CUSTOMERS FAIL TO BE YEAR 2000 COMPLIANT, WE MAY
INCUR SIGNIFICANT UNEXPECTED EXPENSES, EXPERIENCE BUSINESS INTERRUPTIONS AND
DELAYS, LOSE EXISTING OR POTENTIAL CUSTOMERS AND ORDERS AND EXPERIENCE OTHER
CONSEQUENCES THAT ARE HARMFUL TO OUR BUSINESS.

Even though we have not experienced any significant problems as a result of
entering the year 2000, we may have undiscovered problems in our computerized
management systems or our products that may cause our common stock to incur
significant time and expenditures to correct. Any failure in year 2000
compliance may cause us to lose customers, incur significant costs and result in
reduced revenues and increased losses, warranty claims and litigation. In
addition, if our customers or suppliers fail to be year 2000 compliant, it could
result in interruptions in supply, failure of our products to operate correctly
and delays in order fulfillment and payment. These potential year 2000-related
difficulties could adversely affect our results of operations.

A NUMBER OF SHARES ARE OR WILL BE ELIGIBLE FOR FUTURE SALE WHICH MAY DEPRESS OUR
STOCK PRICE.

Sales of substantial amounts of our common stock in the public market
following this offering, or the perception that a large number of shares are
available for sale, could cause the market price of our common stock to decline.
After this offering, shares owned by our current stockholders and holders of
options and warrants to acquire our common stock, on a fully diluted basis
assuming exercise of all options and warrants, including our executive officers
and directors, are expected to constitute approximately 81.5% of the outstanding
shares of our common stock, or 79.3% if the underwriters' over-allotment option
is exercised in full. Following the expiration of a 180-day "lock-up" period to
which substantially all of the

10
<PAGE> 15

shares held by our current stockholders will be subject, the holders whose
shares are subject to that lock-up period will in general be entitled to dispose
of their shares. Moreover, Salomon Smith Barney Inc. may, in its sole discretion
and at any time without notice, release all or any portion of the securities
subject to the lock-up agreements. In addition to the adverse effect a price
decline could have on holders of our common stock, that decline would likely
impede our ability to raise capital through the issuance of additional shares of
our common stock or other equity securities.

After this offering, the holders of approximately 16,424,014 shares of our
common stock and of warrants exercisable for 122,895 shares of common stock will
have rights, subject to some conditions, to require us to file registration
statements covering their shares, or to include their shares in registration
statements that we may file for ourselves or other stockholders. By exercising
their registration rights and selling a large number of shares, these holders
could cause the price of our common stock to decline. Furthermore, if we were to
include in a company-initiated registration statement shares held by those
holders pursuant to the exercise of their registration rights, those sales could
impair our ability to raise needed capital by depressing the price at which we
could sell our common stock.

YOU WILL INCUR IMMEDIATE SUBSTANTIAL DILUTION OF THE BOOK VALUE OF OUR COMMON
STOCK THAT YOU PURCHASE IN THIS OFFERING.

The initial public offering price of our common stock is substantially more
than the pro forma net tangible book value per share of our common stock after
giving effect to conversion of all of our convertible preferred stock,
convertible debentures and the exercise of outstanding warrants for 1,069,349
shares. As a result, holders who purchase our common stock pursuant to this
offering will experience immediate and substantial dilution in the pro forma net
tangible book value per share of our common stock from the initial public
offering price. The pro forma net tangible book value dilution to new investors
in this offering will be $6.87 per share at an assumed initial public offering
price of $9.00 per share. The exercise of options and warrants outstanding after
this offering will result in further dilution to you.

OUR CERTIFICATE OF INCORPORATION AND BYLAWS, AS WELL AS PROVISIONS OF DELAWARE
LAW, COULD DISCOURAGE POTENTIAL ACQUISITIONS OF OUR COMPANY THAT STOCKHOLDERS
MAY CONSIDER FAVORABLE.

Certain provisions of our certificate of incorporation, our bylaws and
Delaware law may discourage, delay or prevent a merger or acquisition that
stockholders may consider favorable. This could have an adverse effect on the
market price of our common stock or prevent our stockholders from realizing a
premium over the market price for their shares of our common stock. See
"Description of Capital Stock" for a discussion of these anti-takeover
provisions.

CONTROL BY OUR EXISTING STOCKHOLDERS WILL LIMIT YOUR ABILITY TO INFLUENCE THE
OUTCOME OF MATTERS REQUIRING STOCKHOLDER APPROVAL AND COULD DISCOURAGE POTENTIAL
ACQUISITIONS OF OUR COMPANY BY THIRD PARTIES.

We anticipate that our executive officers, directors and entities
affiliated with them, along with the current holders of more than 5% of our
equity, will, in the aggregate, beneficially own approximately 41% of our
outstanding common stock following the completion of this offering. These
stockholders, if acting together, would be able to exert a significant degree of
influence over our management and affairs and over matters requiring approval by
our stockholders, including the election of our board of directors and the
approval of mergers or other business combination transactions. This
concentration of ownership could have the effect of delaying or preventing a
change in our control or otherwise discourage a potential acquiror from
attempting to obtain control of us, which in turn could have an adverse effect
on the market price of our common stock or prevent our stockholders from
realizing a premium over the market price for their shares of our common stock.

WE MAY APPLY THE PROCEEDS OF THIS OFFERING TO USES THAT DO NOT IMPROVE OUR
OPERATING RESULTS OR MARKET VALUE.

We will have considerable discretion to use the net proceeds of this
offering for our business, and you will not have the opportunity as part of your
investment decision to assess whether the proceeds are being

11
<PAGE> 16

used appropriately. The net proceeds may be used for corporate purposes that do
not improve our operating results or our market value. Pending application of
the net proceeds, they may be placed in investments that do not produce income
or that lose value. See "Use of Proceeds" for more information on our
application of the net proceeds.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"intends," "potential" or "continue" or the negative of such terms or other
comparable terminology. These statements are only predictions. Although we
believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of various factors,
including the risks outlined in this "Risk Factors" section and elsewhere in
this prospectus.

12
<PAGE> 17

USE OF PROCEEDS

Our net proceeds from the sale of the 4,750,000 shares of common stock we
are offering are estimated to be $37,706,500 ($43,670,125 if the underwriters'
over-allotment option is exercised in full), assuming an initial public offering
price of $9.00 per share, after deducting the estimated underwriting discounts
and commissions and the estimated offering expenses.

We currently intend to use a portion of the net proceeds from this offering
for expansion of sales, marketing and future development of our products. We
currently intend to use the remaining proceeds for general corporate purposes,
including working capital. Other than estimated capital expenditures of
approximately $3.5 million through the year ending March 31, 2002, we have not
identified specific uses for the net proceeds from this offering.

We may also use a portion of the net proceeds to invest in complementary
businesses, license other technology or make potential acquisitions.

The use of proceeds has not been specifically identified due to the
flexible nature of our planning process. The amounts we actually expend for
general corporate purposes will vary significantly depending on a number of
factors, including revenue growth, if any, and the amount of cash we generate
from operations. As a result, we will retain broad discretion in the allocation
and use of the net proceeds of this offering. Pending the uses described above,
we intend to invest the net proceeds from this offering in short-term,
investment grade, interest bearing securities.

DIVIDEND POLICY

We have never paid or declared dividends on our common stock, and we do not
expect to pay or declare any dividends on our common stock for the foreseeable
future. Any future determination to pay or declare dividends will be at the
discretion of our board of directors and will depend on our financial condition,
results of operations, capital requirements and other factors the board of
directors deems relevant.

13
<PAGE> 18

CAPITALIZATION

The following table set forth our capitalization at December 24, 1999:

- on an actual basis;

- on a pro forma basis after giving effect to:

- the conversion of all outstanding shares of preferred stock into
10,117,088 shares of common stock upon the closing of this offering;

- the conversion of outstanding convertible subordinated debentures into
2,727,263 shares of common stock upon the closing of this offering;
and

- the exercise of outstanding warrants for 1,069,349 shares of common
stock having a weighted average exercise price of $2.04 per share,
which will expire if not exercised by 5:00 p.m. on the date of the
closing of this offering; and

- on a pro forma as adjusted basis, after giving effect to the sale of
4,750,000 shares of common stock offered by us at an assumed initial
public offering price of $9.00 per share after deducting the underwriting
discounts and the estimated offering expenses payable by us.

<TABLE>
<CAPTION>
DECEMBER 24, 1999
----------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
-------- --------- -----------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C>
Current portion of notes payable............................ $ 1,348 $ 1,348 $ 1,348
Current portion of capital lease obligations................ 515 515 515
======== ======== ========
Notes payable, net of current portion....................... 3,200 3,200 3,200
Capital lease obligations, net of current portion........... 510 510 510
Convertible subordinated debentures......................... 15,000 -- --
-------- -------- --------
Stockholders' equity:
Preferred stock, $0.001 par value:
Authorized 14,210,077 shares (actual); 5,000,000 shares
(pro forma and pro forma as adjusted); issued and
outstanding 9,874,711 shares (actual); no shares (pro
forma and pro forma as adjusted)..................... 10 -- --
Common stock; $0.001 par value:
Authorized 30,000,000 shares (actual); 70,000,000
shares (pro forma and pro forma as adjusted); issued
and outstanding 3,173,749 shares (actual); 17,087,449
shares (pro forma); 21,837,449 shares (pro forma as
adjusted)............................................ 3 17 22
Additional paid-in capital................................ 54,451 71,628 109,329
Deferred stock-based compensation......................... (12,478) (12,478) (12,478)
Accumulated deficit....................................... (50,206) (50,206) (50,206)
-------- -------- --------
Total stockholders' equity (deficit)................... (8,220) 8,961 46,667
-------- -------- --------
Total capitalization................................. $ 10,490 $ 12,671 $ 50,377
======== ======== ========
</TABLE>

Common stock excludes:

- 3,044,176 shares of common stock issuable upon the exercise of options
outstanding as of December 24, 1999 at a weighted average exercise price
of $1.42 per share; and

- 122,895 shares of common stock issuable upon exercise of warrants
outstanding as of December 24, 1999 at a weighted average exercise price
of $5.05 per share.

Since December 24, 1999 and through March 31, 2000, grants, exercises and
cancellations of stock options have been made for 734,250, 140,750 and 102,870
shares, respectively.

In addition to the shares of common stock to be outstanding after this
offering, we may issue additional shares under our stock option plans.

14
<PAGE> 19

DILUTION

Our pro forma net tangible book value as of December 24, 1999 was $8.9
million or approximately $0.52 per share, assuming:

- the conversion of all outstanding shares of our convertible preferred
stock into 10,117,088 shares of common stock upon the closing of this
offering;

- the conversion of our outstanding convertible subordinated debentures
into 2,727,263 shares of common stock upon the closing of this offering;
and

- the exercise of outstanding warrants for 1,069,349 shares of common
stock, having a weighted average price of $2.04 per share, which will
expire if not exercised by 5:00 p.m. on the date of closing of this
offering.

Pro forma net tangible book value per share is determined by dividing the
pro forma number of outstanding shares of our common stock into our pro forma
net tangible book value, which is our total tangible assets less total
liabilities. After giving effect to the receipt of the estimated net proceeds
from this offering, based upon an assumed initial public offering price of $9.00
per share and after deducting the estimated underwriting discounts and
commissions and our estimated offering expenses, our pro forma net tangible book
value as of December 24, 1999 would have been approximately $46.6 million, or
$2.13 per share. This represents an immediate increase in pro forma net tangible
book value of $1.61 per share to existing stockholders and an immediate dilution
in net tangible book value of $6.87 per share to new investors purchasing shares
at the initial public offering price. The following table illustrates the per
share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $9.00
Pro forma net tangible book value per share as of December
24, 1999............................................... $0.52
Increase in pro forma net tangible book value per share
attributable to new investors.......................... $1.61
-----
Pro forma net tangible book value per share after this
offering.................................................. $2.13
-----
Dilution in pro forma net tangible book value per share to
new investors............................................. $6.87
=====
</TABLE>

The following table sets forth on a pro forma basis as of December 24,
1999, the number of shares of common stock purchased from us, the total
consideration paid and the average price per share paid by existing and new
stockholders, before deducting underwriting discounts and commissions and
offering expenses payable by us in connection with this offering.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
--------------------- --------------------- PRICE PAID
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ---------- ------- ----------
(IN
THOUSANDS)
<S> <C> <C> <C> <C> <C>
Existing stockholders.................. 17,087,449 78.2% $ 62,490 59.4% $3.66
New stockholders....................... 4,750,000 21.8 42,750 40.6 $9.00
---------- ----- -------- ------
Total................................ 21,837,449 100.0% $105,240 100.0%
========== ===== ======== ======
</TABLE>

The foregoing discussion and table assumes no exercise of any stock options
outstanding or any warrants outstanding to purchase a total of 122,895 shares of
our common stock at a weighted average price of $5.05 per share. As of March 31,
2000, there were options outstanding to purchase a total of 3,534,806 shares of
our common stock at a weighted average exercise price of $3.62 per share. From
March 31, 2000 through April 7, 2000, we granted no options to purchase shares
of our common stock under our 1990 incentive stock plan. To the extent that any
options or warrants outstanding after the closing of this offering are
exercised, there may be further dilution to new public investors. See
"Capitalization," "Management -- Employee Benefit Plans," "Description of
Capital Stock," and notes 6 and 11 of the notes to our financial statements.

15
<PAGE> 20

SELECTED FINANCIAL DATA

The following selected financial data should be read together with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements, including the related
notes found elsewhere in this prospectus. The consolidated statement of
operations data for the fiscal years ended March 1997, 1998 and 1999 and for the
nine months ended December 24, 1999 and the consolidated balance sheet data as
of March 1998 and 1999 and December 24, 1999 are derived from the audited
consolidated financial statements of Repeater Technologies, Inc. included
elsewhere in this prospectus, which have been audited by PricewaterhouseCoopers
LLP, independent accountants. The consolidated statement of operations data for
the fiscal years ended March 1995 and 1996 and the consolidated balance sheet
data as of March 1995, 1996 and 1997 are derived from unaudited consolidated
financial statements not included in this prospectus. The statement of
operations data for the nine months ended December 25, 1998 are unaudited.
Results for the nine months ended December 24, 1999 are not necessarily
indicative of the results to be expected for the full fiscal year. Our fiscal
year ends on the last Friday in March.

<TABLE>
<CAPTION>
YEARS ENDED NINE MONTHS ENDED
--------------------------------------------------------- ---------------------------
MARCH 31, MARCH 31, MARCH 31, MARCH 27, MARCH 26, DECEMBER 25, DECEMBER 24,
1995 1996 1997 1998 1999 1998 1999
--------- --------- --------- --------- --------- ------------ ------------
(IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Net revenues............... $11,696 $ 10,302 $10,581 $ 7,770 $ 9,612 $ 7,688 $ 12,321
Cost of revenues........... 7,084 9,570 9,355 8,807 8,883 7,001 8,728
------- -------- ------- -------- -------- ------- --------
Gross profit (loss)........ 4,612 732 1,226 (1,037) 729 687 3,593
------- -------- ------- -------- -------- ------- --------
Operating expenses:
Research and
development............ 2,172 2,628 3,135 6,214 4,258 3,171 4,235
Sales and marketing...... 2,283 2,770 2,829 3,936 4,514 3,255 4,748
General and
administrative......... 833 1,142 1,199 1,520 2,227 1,654 1,991
In-process research and
development............ -- -- -- -- -- -- 885
------- -------- ------- -------- -------- ------- --------
Total operating
expenses............. 5,288 6,540 7,163 11,670 10,999 8,080 11,859
------- -------- ------- -------- -------- ------- --------
Loss from operations....... (676) (5,808) (5,937) (12,707) (10,270) (7,393) (8,266)
Other income (expense),
net...................... (210) (8) (36) 79 (300) 46 (1,104)
------- -------- ------- -------- -------- ------- --------
Net loss................... $ (886) $ (5,816) $(5,973) $(12,628) $(10,570) $(7,347) $ (9,370)
======= ======== ======= ======== ======== ======= ========
Net loss per common share--
basic and diluted........ $(22.15) $(153.05) $ (3.16) $ (5.31) $ (4.47) $ (3.10) $ (3.82)
======= ======== ======= ======== ======== ======= ========
Shares used in net loss per
common share
calculation -- basic and
diluted.................. 40 38 1,893 2,376 2,367 2,367 2,453
======= ======== ======= ======== ======== ======= ========
Pro forma net loss per
common share -- basic and
diluted.................. $ (0.78) $ (0.61)
======== ========
Shares used in pro forma
net loss per common share
calculation -- basic and
diluted (unaudited)...... 13,500 15,297
======== ========
</TABLE>

<TABLE>
<CAPTION>
AS OF
------------------------------------------------------------------------
MARCH 31, MARCH 31, MARCH 31, MARCH 27, MARCH 26, DECEMBER 24,
1995 1996 1997 1998 1999 1999
--------- --------- --------- --------- --------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents............... $ 45 $ 577 $ 4,966 $ 8,102 $10,358 $ 8,591
Working capital......................... 2,781 3,113 5,712 7,356 11,579 8,038
Total assets............................ 7,466 6,941 12,242 13,787 17,202 17,145
Other long-term debt.................... 43 131 323 665 501 3,710
Convertible subordinated debentures..... -- -- -- -- 15,000 15,000
Total stockholders' equity (deficit).... 3,596 4,037 7,014 8,639 (1,643) (8,220)
</TABLE>

16
<PAGE> 21

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with
"Selected Financial Data" and our financial statements and notes included
elsewhere in this prospectus.

OVERVIEW

We develop, market and sell wireless network equipment primarily for
CDMA-based wireless communications networks. We provide cost-effective,
high-quality products for use in suburban and rural areas, urban areas and
inside office buildings and other coverage-limited structures. Our products have
been deployed with over 40 CDMA wireless service providers in ten countries.
International sales accounted for approximately 61.0%, 41.8% and 28.1% of net
revenues for the years ended March 27, 1998 and March 26, 1999 and for the nine
months ended December 24, 1999.

From our inception in 1983 through our fiscal year ended March 1996, we
were primarily focused on providing microwave frequency repeaters for
long-distance telecommunications applications and cellular repeaters for
non-CDMA based wireless communications applications.

Starting in our fiscal year ended March 1997, we changed our strategic
focus and re-directed our resources to the development and marketing of
repeaters for wireless networks based on the CDMA digital standard. This
wireless standard offered us the opportunity to develop a new type of repeater,
which we call our Network Repeater, that in conjunction with CDMA base stations,
enables wireless service providers to deploy or extend CDMA wireless networks in
non-urban areas at a significantly reduced cost. CDMA technology is not as
widely deployed, and the customer base for CDMA-based products is not as broad,
as compared to other digital standards. Our Network Repeaters, along with the
associated network management system, are designed specifically to operate as an
integrated network element within a CDMA wireless network, extending the
coverage area of a CDMA base station without compromising the quality of the
wireless service. We have licensed a portion of the technology for our
CDMA-based repeaters from one of our executives. Our ability to continue to
deploy our existing products and to develop new products depends significantly
upon this license. We shipped our first Network Repeaters for CDMA wireless
networks in May 1997. We have deployed over 900 Network Repeaters with over 40
wireless service providers and 20 RepeaterHybrid Networks with 12 wireless
service providers.

During the nine months ended December 24, 1999, we completed our transition
from manufacturing our products ourselves to having third-parties manufacture
our products for us. We believe that by contracting with third-party
manufacturers, we will benefit from their greater buying power and obtain more
favorable component pricing and also benefit from lower overhead costs. We also
believe that third-party manufacturers can better accommodate changes in
volumes, allowing for a more rapid increase in manufacturing capacity than we
could accomplish on our own. While we expect to realize significant cost savings
from outsourcing our manufacturing, we will also face significant risks. These
risks include reduced ability to control the manufacturing and production
quality processes, the risk that we may be unable to procure products because
our competitors have entered into exclusive relationships with key suppliers,
the risk associated with a requirement to commit to minimum purchases, increased
risk of excess inventory due to customer demand uncertainties and a dependence
on a small number of suppliers.

In November 1999, we acquired substantially all of the assets and assumed
substantially all of the liabilities of The Gwydion Company LLC, for a
combination of $754,000 in cash and 573,334 shares of our common stock. We
accounted for this transaction using the purchase method of accounting. The
shares we issued will be held in escrow for up to 18 months until certain
performance criteria are met. This contingent consideration has been accounted
for as a compensatory arrangement.

NET REVENUES

Our net revenues are derived primarily from products based on the CDMA
standard, our Network Repeaters. In addition, we sell complementary equipment
for these products, including battery back up

17
<PAGE> 22

systems, antennas and network management software. We also provide training,
installation, design and implementation services to our customers on a fee for
service basis.

Revenues for products and complementary equipment is recognized upon
shipment or delivery to the customer, depending upon the terms of the sale,
where there is a purchase order or a sales agreement and collectibility of the
resulting receivable is probable. Revenues for training, installation, design
and implementation services are recognized when these services are performed. As
noted in our comparative results discussion, our customer base has been and may
continue to be concentrated with a small number of customers. In the past, we
have publicly announced purchase agreements with a number of customers. These
purchase agreements have no required minimum purchase amounts and can be
terminated without penalty.

We have experienced downward pressure on our selling prices as a result of
our entering into volume sale agreements with some customers and from general
competitive pressures. We expect that our selling prices will continue to
decline for the foreseeable future. In addition, if we cannot offset declines in
selling prices by an increase in the number of units sold, our revenues may
decline.

We have experienced and expect to continue to experience significant
fluctuations in our quarterly net revenues as a result of our long and variable
sales cycle. Historically, our sales cycle, which is the period from the time a
sales lead is generated until the recognition of revenue from that lead, has
averaged nine to 24 months. The variability and length of our sales cycle is
influenced by a number of factors, including:

- our customers' deployment schedules;

- our customers' access to financing for the purchase of our products;

- the need to design networks to incorporate our products;

- the need to demonstrate our products before purchase;

- the manufacturing lead times for our products; and

- our inventory levels for the specific product configuration ordered by
our customers.

If we fail to significantly increase our sales of Network Repeaters and the
deployment of RepeaterHybrid Networks or to broaden our customer base, we may
fail to generate sufficient revenues to sustain our business.

COST OF REVENUES

Our cost of revenues consists of the costs of the various components used
to assemble our products, the third-party charges to assemble and test the
products, the overhead cost of the operations departments, the direct costs of
network design services we sell to our customers and the cost of providing
customer service, including warranty and repair charges. Our components are
currently obtained from a small number of suppliers and contract manufacturers.
A few of these suppliers are either single-source or sole-source suppliers,
which could limit our ability to achieve lower prices from these suppliers and
could lead to delays and interruption in supply.

GROSS PROFIT

Our gross profit is affected by the level of demand for our products and
services, new product introductions by us and our competitors, the downward
pressure on prices from volume sales agreements with certain of our customers
and from competitive pressures and the costs of the various components and
production services provided by our vendors. If we are unable to offset our
expected decline in selling prices with lower unit costs, our gross profits may
decline.

18
<PAGE> 23

OPERATING EXPENSES

Research and development expenses consist primarily of expenses incurred in
the design and development of our products and our proprietary technology. These
expenses include the salaries and associated overhead expenditures for our
engineers and technicians, materials for the production of prototypes and
expenses for various consultants. We acquired substantially all of the assets
and assumed substantially all of the liabilities of The Gwydion Company LLC in
November 1999. As a result of this acquisition, we expect our research and
product development expenses in connection with our in-building product to
increase. Furthermore, we expect research and product development expenses to
increase as we continue to develop our technology and broaden our product line
to serve new markets and applications. In particular, we expect to incur
significant expenses in the development of our next generation of products to
serve the emerging high-speed wireless markets, including 3G.

Sales and marketing expenses consist primarily of salaries, commissions,
consulting fees, trade show expenses, travel expenses, advertising, direct
marketing expenses and associated overhead expenses. We intend to increase our
expenditures for sales and marketing. We plan to increase our direct sales and
sales support personnel in the U.S. and internationally and our marketing
personnel, advertising and other marketing programs. In particular, we plan on
increasing our expenditures related to promoting and selling our products for
in-building coverage and our next generation of products for 3G wireless
services.

General and administrative expenses consist primarily of expenses for
finance, corporate management, general office administration, insurance, legal,
accounting, amortization of goodwill and other professional fees. We expect that
general and administrative expenses will increase as our business grows and we
expand our staff, increase our infrastructure and incur costs associated with
being a public company.

In connection with the acquisition of Gwydion we recorded an in-process
technology charge of $0.9 million during the period ended December 24, 1999. An
independent appraisal was performed to determine the fair value of the
identifiable assets, including the portion of the purchase price attributed to
the acquired in-process technology. The income approach was used to value
acquired in-process technology, which includes an analysis of the completion
costs, cash flows, other required assets and risks associated with achieving
such cash flows. The present value of these cash flows are then calculated with
a discount rate of 30%. At the date of acquisition, we determined the
technological feasibility of Gwydion's product was not established, and
accordingly wrote off the corresponding amount to acquired in-process
technology. Gwydion is expected to introduce the final product by August 2000.
Approximately $1.6 million in research and development had been spent up to the
date of the acquisition in an effort to develop the technology to produce a
commercially viable product. The future research and development expense
associated with the acquired in-process product was estimated to be
approximately $0.9 million between November 1999 and August 2000, excluding
stock-based compensation. Currently we know of no developments which would lead
us to change our original assessment of the expected completion and commercial
viability of this project. At the date of acquisition, the only identifiable
intangible assets acquired were the technology under development and the
acquired workforce.

In connection with the acquisition of Gwydion, we issued 573,334 shares
subject to our right of repurchase until certain performance criteria are met.
In connection with this contingent consideration, we recognized a research and
development expense of $704,000 during the nine months ended December 24, 1999.
Assuming a fair value for our common stock of $12.00 per share and assuming
achievement of performance criteria, the compensation expense will be as
follows: $1.2 million for the remainder of the year ended March 31, 2000, $4.6
million for the year ending March 31, 2001 and $0.4 million for the year ending
March 31, 2002.

Stock-based compensation consists of the difference between the deemed fair
market value of incentive stock options and the exercise price of these grants.
This difference is being amortized over the vesting period of the grants,
generally four years. For the year ended March 26, 1999 and the nine months
ended December 24, 1999, the Company recorded $286,000 and $1,485,000 of
stock-based compensation expense in connection with options granted to employees
and consultants. The amounts included in operating expenses were $266,000 and
$1,139,000, respectively. Assuming all employees with outstanding

19
<PAGE> 24

options remain employed by us through the vesting period, the total unearned
stock-based compensation recorded for all option grants through December 24,
1999 will be amortized as follows: $1.0 million for the remainder of the year
ending March 31, 2000; $3.2 million for the year ending March 31, 2001; $1.7
million for the year ending March 31, 2002, $0.8 million for the year ending
March 31, 2003 and $0.2 million thereafter.

LOSS FROM OPERATIONS

We have incurred substantial losses since our inception and, as of December
24, 1999, had an accumulated deficit of approximately $50.2 million. We expect
to continue to incur substantial operating losses and we may never achieve or
sustain profitability.

During our past three fiscal years, we have not achieved profitability on a
quarterly or annual basis. Because we need to continue to invest significant
financial resources into expanding our sales and marketing efforts, developing
our products and new technology and hiring the necessary personnel to support
our anticipated growth, we expect to continue to incur losses at least through
the fiscal year ended March 2001. We will need to generate significantly higher
revenues in order to support expected increases in operating expenses and to
achieve and maintain profitability.

Other income and (expense), net consists primarily of interest income
earned on balances held in our interest bearing accounts, offset by interest
expense on the convertible subordinated debentures and promissory notes. Upon
the closing of this offering, we expect that interest income will increase due
to higher balances in our interest-bearing accounts and that interest expense
will decline as a result of the conversion of the convertible subordinated
debentures into shares of common stock.

RESULTS OF OPERATIONS

The following table sets forth certain operating data as a percentage of
net revenues for the periods indicated:

NINE MONTHS ENDED DECEMBER 25, 1998 COMPARED TO NINE MONTHS ENDED DECEMBER 24,
1999

Net Revenues. Net revenues increased $4.6 million, or 59.7%, from $7.7
million for the nine months ended December 25, 1998 to $12.3 million for the
nine months ended December 24, 1999. This increase is primarily due to increased
shipments of our CDMA-based repeaters to new and existing customers. During the
nine months ended December 24, 1999, approximately 66.8% of our net revenues
were derived from ten customers with sales to two customers, PrimeCo and
Clearnet PCS, comprising 14.8% and 12.4%, respectively. During the nine months
ended December 25, 1998, 60.7% of our net revenues were derived from ten
customers. International sales accounted for 28.1% of net revenues during the
nine months ended December 24, 1999 and 43.2% for the nine months ended December
25, 1998. Because of an anticipated

20
<PAGE> 25

increase in demand for our products in Australia, Brazil and Mexico, we expect
that international sales will represent a larger percentage of our net revenues
in the future. There can be no assurance that this anticipated increase in
demand will materialize, or that we will be able to fulfill the demand.

Cost of Revenues and Gross Margin. Cost of revenues increased $1.7 million,
or 24.3%, from $7.0 million for the nine months ended December 25, 1998 to $8.7
million for the nine months ended December 24, 1999. This increase was primarily
due to the increase in unit sales. The gross profit margin improved to 29.2% for
the nine months ended December 24, 1999 from 8.9% for the nine months ended
December 25, 1998. The improvement in gross profit margin was attributable to
overhead costs being spread over a larger revenue base associated with the
increase in net revenues and the outsourcing of product manufacturing during the
period.

Research and Development. Research and development expenses increased $1.0
million, or 31.3%, from $3.2 million for the nine months ended December 25, 1998
to $4.2 million for the nine months ended December 24, 1999. This increase is
primarily due to the amortization of stock-based compensation derived from
grants of incentive stock options below the deemed fair market value and from
the amortization of stock-based compensation attributable to the acquisition of
substantially all of the assets of The Gwydion Company LLC. We anticipate that
our research and development expenses will continue to increase for the
foreseeable future.

Sales and Marketing. Sales and marketing expenses increased $1.4 million,
or 42.4%, from $3.3 million for the nine months ended December 25, 1998 to $4.7
million for the nine months ended December 24, 1999. This increase was primarily
attributable to the additional sales personnel we hired to support our
international and domestic sales efforts, referral expenses paid pursuant to a
sales referral agreement with a third party and amortization of stock-based
compensation. We hired three sales employees during the nine-month period ended
December 24, 1999. We expect to continue to increase our employee headcount for
the next twelve months.

General and Administrative. General and administrative expenses increased
$0.3 million, or 17.6%, from $1.7 million for the nine months ended December 25,
1998 to $2.0 million for the nine months ended December 24, 1999, primarily due
to expenses related to year 2000 compliance and the amortization of stock-based
compensation.

In-Process Research and Development. In-process research and development
was $0.9 million for the nine months ended December 24, 1999, which related to
the acquisition of all of the assets of The Gwydion Company LLC.

Other Income (Expense), Net. Other income was $0.2 million and $0.3 million
for the nine months ended December 25, 1998 and December 24, 1999, respectively.
Other expenses increased $1.3 million from $0.1 million for the nine months
ended December 25, 1998 to $1.4 million for the nine months ended December 24,
1999. This increase was primarily attributable to the increased level of
borrowings during the nine months ended December 24, 1999, including $15.0
million of Series DD convertible subordinated debentures and $5.0 million of
notes payable.

YEAR ENDED MARCH 27, 1998 COMPARED TO YEAR ENDED MARCH 26, 1999

Net Revenues. Net revenues increased $1.8 million, or 21.8%, from $7.8
million for the year ended March 27, 1998 to $9.6 million for the year ended
March 26, 1999. This increase was primarily due to increased unit sales of our
CDMA repeaters to new and existing customers. During the year ended March 26,
1999, approximately 52.0% of our net revenues were derived from ten customers
with sales to Clearnet comprising 10.0%. International sales accounted for 41.8%
of net revenues during the year ended March 26, 1999. During the year ended
March 27, 1998, 69.9% of our net revenues were derived from ten customers with
sales to two customers, Eriline Telecom and Telus, comprising 18.4% and 14.9%,
respectively. International sales accounted for 61.0% of net revenues during the
year ended March 27, 1998.

21
<PAGE> 26

Cost of Revenues and Gross Margin. Cost of revenues increased $0.1 million,
or 1.1%, from $8.8 million for the year ended March 27, 1998 to $8.9 million for
the year ended March 26, 1999. The increase in costs associated with the
increase in the number of units shipped was offset in part by decreases in cost
per unit. The gross profit margin improved to 7.6% for the year ended March 26,
1999 from a loss of 13.3% for the year ended March 27, 1998. The improvement in
gross profit margin was attributable to reduced overhead costs as a percentage
of net revenues associated with the increase in unit shipments for the period
and the reduction in direct product costs per unit.

We were able to reduce our direct product costs per unit by realizing
reduced component costs due to increases in purchased volumes of these
components to support the increase in the number of units shipped during the
year ended March 26, 1999. In addition, increases in units shipped did not
result in a corresponding increase in manufacturing overhead. Therefore, the
percentage of manufacturing overhead attributable to each unit declined as a
percentage of the unit selling price.

Research and Development. Research and development expenses decreased $1.9
million, or 30.6%, from $6.2 million for the year ended March 27, 1998 to $4.3
million for the year ended March 26, 1999. This decrease was primarily
attributed to the cancellation of development projects focused on non-
CDMA-based products.

Sales and Marketing. Sales and marketing expenses increased $0.6 million,
or 15.4%, from $3.9 million for the year ended March 27, 1998 to $4.5 million
for the year ended March 26, 1999. This increase was primarily attributable to
sales referral expenses to third parties pursuant to a sales referral agreement
with a third party. This agreement was entered into during the June quarter of
1998.

General and Administrative. General and administrative expenses increased
$0.7 million, or 46.7%, from $1.5 million for the year ended March 27, 1998 to
$2.2 million for the year ended March 26, 1999. This increase was primarily due
to expenses related to the hiring of additional personnel and legal fees
associated with contracts.

Other Income (Expense), Net. Other income was $0.2 million and $0.3 million
for the years ended March 27, 1998 and March 26, 1999, respectively. This
increase is primarily attributable to higher balances in our interest bearing
accounts. Other expenses increased $0.4 million, or 200%, from $0.2 million for
the year ended March 27, 1998 to $0.6 million for the year ended March 26, 1999.
This increase was primarily attributable to interest expense on the Series DD
convertible subordinated debentures.

YEAR ENDED MARCH 31, 1997 COMPARED TO YEAR ENDED MARCH 27, 1998

Net Revenues. Net revenues decreased $2.8 million, or 26.4%, from $10.6
million for the year ended March 31, 1997 to $7.8 million for the year ended
March 27, 1998. This decrease was primarily attributable to the change in our
focus to CDMA-based repeaters and the de-emphasis of our non-CDMA based
products. During the year ended March 27, 1998, 69.9% of our net revenues were
derived from ten customers with sales to two customers, Eriline Telecom and
Telus, comprising 18.4% and 14.9%, respectively. International sales accounted
for 61.0% of net revenues during the year ended March 27, 1998. During the year
ended March 26, 1997, 76.1% of our net revenues were derived from ten customers
with sales to Eriline Telecom comprising 38.4%. International sales accounted
for 70.0% of net revenues during the year ended March 26, 1997.

Cost of Revenues and Gross Margin. Cost of revenues decreased $0.5 million,
or 5.3%, from $9.4 million for the year ended March 31, 1997 to $8.8 million for
year ended March 27, 1998. The decrease was primarily due to a reduction in unit
sales in the 1998 period offset by a $1.1 million charge during the 1998 period
related to inventory reserves associated with our non-CDMA products. The gross
margin declined to a loss of 13.3% for the year ended March 27, 1998 from a
profit of 11.6% for the year ended March 31, 1997. The decline in gross margin
was primarily attributable to the decrease in net revenues for the period and
the costs associated with increasing inventory reserves.

22
<PAGE> 27

Research and Development. Research and development expenses increased $3.1
million, or 100%, from $3.1 million in the year ended March 31, 1997 to $6.2
million for the year ended March 27, 1998. This increase in expenses was
primarily attributable to the development of our new CDMA-based products and a
non-CDMA-based custom repeater for the Japanese market.

Sales and Marketing. Sales and marketing expenses increased $1.1 million,
or 39.3%, from $2.8 million for the year ended March 31, 1997 to $3.9 million
for the year ended March 27, 1998. This increase was primarily attributable to
seven additional sales and marketing personnel we hired to support our
international and domestic sales efforts, including resources to support
pre-sales activities, such as network design assistance.

General and Administrative. General and administrative expenses increased
$0.3 million, or 25.0%, from $1.2 million for the year ended March 31, 1997 to
$1.5 million for the year ended March 27, 1998. This increase was primarily due
to expenses associated with the hiring of additional personnel.

Other Income (Expense), Net. Other income was $0.2 million for the year
ended March 27, 1998. Other income for the year ended March 31, 1997 was
insignificant. This increase was primarily due to higher average balances in our
interest bearing accounts. Other expenses increased $0.1 million, or 185.7%,
from approximately $70,000 for the year ended March 31, 1997 to $0.2 million for
the year ended March 27, 1998. This increase was primarily due to increased
borrowings under capital lease lines.

QUARTERLY RESULTS

The following table sets forth unaudited quarterly financial data for the
four quarters in our fiscal year ended March 26, 1999 and the first three
quarters in the fiscal year ending March 31, 2000, and such information
expressed as a percentage of our net revenues. This unaudited quarterly
information has been prepared on the same basis as the audited financial
information presented elsewhere herein and, in our opinion, includes all
adjustments, consisting only of normal recurring adjustments, that we consider
necessary for a fair presentation of the information for the quarters presented.

Our net revenues declined from the three-month period ended June 26, 1998
through the three-month period ended March 26, 1999. This decrease was
attributable to the product line transition away from our old product lines to
our focus on our new CDMA-based products. The increase in revenues during the
three-month periods ended June 25, 1999, September 24, 1999 and December 24,
1999 is attributable to increased unit volumes of our CDMA-based products sold
to our existing customers and new customers. In addition, the market for
wireless communications infrastructure has been, and we believe will continue to
be, seasonal in nature. During the months of December, January and February,
demand for wireless equipment infrastructure from wireless service providers in
the northern hemisphere tends to decline due to generally poor weather
conditions.

<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------------------------------------------------------------------
JUNE 26, SEPTEMBER 25, DECEMBER 25, MARCH 26, JUNE 25, SEPTEMBER 24, DECEMBER 24,
1998 1998 1998 1999 1999 1999 1999
-------- ------------- ------------ --------- -------- ------------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Net revenues...................... $ 3,032 $ 2,497 $ 2,159 $ 1,924 $ 3,003 $ 4,026 $ 5,292
Cost of revenues.................. 2,475 2,292 2,234 1,882 2,203 3,010 3,515
------- ------- ------- ------- ------- ------- -------
Gross profit (loss)............... 557 205 (75) 42 800 1,016 1,777
------- ------- ------- ------- ------- ------- -------
Operating expenses:
Research and development........ 1,148 1,093 930 1,087 1,062 999 2,174
Sales and marketing............. 907 1,190 1,158 1,259 1,322 1,527 1,899
General and administrative...... 460 580 614 573 490 769 732
In-process research and
development................... -- -- -- -- -- -- 885
------- ------- ------- ------- ------- ------- -------
Total operating
expenses................ 2,515 2,863 2,702 2,919 2,874 3,295 5,690
------- ------- ------- ------- ------- ------- -------
Loss from operations.............. (1,958) (2,658) (2,777) (2,877) (2,074) (2,279) (3,913)
Other income (expense), net....... 36 (7) 17 (346) (245) (407) (452)
------- ------- ------- ------- ------- ------- -------
Net loss.......................... $(1,922) $(2,665) $(2,760) $(3,223) $(2,319) $(2,686) $(4,365)
======= ======= ======= ======= ======= ======= =======
</TABLE>

23
<PAGE> 28

<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------------------------------------------------------------------
JUNE 26, SEPTEMBER 25, DECEMBER 25, MARCH 26, JUNE 25, SEPTEMBER 24, DECEMBER 24,
1998 1998 1998 1999 1999 1999 1999
-------- ------------- ------------ --------- -------- ------------- ------------
(AS A PERCENTAGE OF NET REVENUES)
<S> <C> <C> <C> <C> <C> <C> <C>
Net revenues...................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenues.................. 81.6 91.8 103.5 97.8 73.4 74.8 66.4
------- ------- ------- ------- ------- ------- -------
Gross margin...................... 18.4 8.2 3.5 2.2 26.6 25.2 33.6
------- ------- ------- ------- ------- ------- -------
Operating expenses:
Research and development........ 37.9 43.8 43.1 56.5 35.4 24.8 41.1
Sales and marketing............. 29.9 47.7 53.6 65.4 44.0 37.9 35.9
General and administrative...... 15.1 23.2 28.4 29.8 16.3 19.1 13.8
In-process research and
development................... 0.0 0.0 0.0 0.0 0.0 0.0 16.7
------- ------- ------- ------- ------- ------- -------
Total operating
expenses:............... 82.9 114.7 125.1 151.7 95.7 81.8 107.5
------- ------- ------- ------- ------- ------- -------
Loss from operations.............. (64.5) (106.4) (128.6) (149.5) (69.1) (56.6) (73.9)
Other income (expense), net....... 1.2 (0.3) 0.8 (18.0) (8.1) (10.1) (8.5)
------- ------- ------- ------- ------- ------- -------
Net loss.......................... (63.3)% (106.7)% (127.8)% (167.5)% (77.2)% (66.7)% (82.4)%
======= ======= ======= ======= ======= ======= =======
</TABLE>

We have experienced and expect to continue to experience significant
fluctuations in quarterly operating results as a result of many factors. We
believe that period-to-period comparisons of our operating results should not be
relied upon as any indication of future performance.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have financed our operations primarily through the
private sales of equity and convertible debentures, which have provided
aggregate net proceeds of approximately $53.9 million through December 24, 1999.
In addition, we have borrowed approximately $5.0 million through promissory
notes, due in monthly installments through August 2002, and $1.7 million against
equipment lease lines that mature through 2003. At December 24, 1999 we had
approximately $8.6 million in cash and cash equivalents. The convertible
debentures bear interest at an annual rate of approximately 8.0%, payable
quarterly in cash and will convert into common stock upon the closing of this
offering. The $5.0 million principal amount of promissory notes bear interest at
an annual rate of approximately 13.6% and are secured by substantially all of
our assets. We were in breach of some of the covenants of the promissory notes
at December 24, 1999 due to the acquisition of substantially all of the assets
and the assumption of substantially all of the liabilities of The Gwydion
Company LLC. As a result, the lender had the right to declare the notes
immediately due and payable. In addition, if we reincorporate in Delaware and
close this offering without the consent or waiver of the lender, we will be in
breach of other covenants related to mergers, acquisitions and changes in
capital structure. We asked for and received a waiver from the lender of the
existing breach and the prospective breaches of the covenants to the promissory
notes. We are in compliance with the covenants under our capital leases. We have
no additional credit facilities.

Cash used in operating activities was approximately $4.4 million, $9.9
million and $10.9 million for the fiscal years ended March 31, 1997, March 27,
1998 and March 26, 1999, respectively, and $5.4 million for the nine months
ended December 24, 1999. The significant use of cash in operating activities
resulted from our net losses during all reported periods together with the
increase in our accounts receivable during the nine months ended December 24,
1999 due to the increase in product sales to our customers. As sales increase,
we have a corresponding requirement to increase our investment in working
capital. At December 24, 1999 our accounts receivable balance was approximately
$3.7 million.

Cash used for investing activities of approximately $0.5 million, $0.1
million, $0.6 million and $0.1 million for the fiscal years ended March 31,
1997, March 27, 1998, March 26, 1999 and for the nine months ended December 24,
1999, respectively, was primarily used for capital expenditures. These capital
expenditures were primarily investments in computerized test equipment to test
our products and computer equipment to support our business.

We anticipate an increase in capital expenditures for product testing and
additional computer equipment. In addition, from time to time, we replace aging
or obsolete computer equipment. Our capital

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<PAGE> 29

expenditures are expected to approximate $1.0 million, $1.5 million and $2.0
million for our fiscal years ending March 31, 2000, 2001 and 2002, respectively.
We have financed our capital equipment purchases through the use of lease lines
and we anticipate continuing to do so.

Cash provided from financing activities was approximately $9.3 million in
the year ended March 31, 1997, $13.1 million in the year ended March 27, 1998,
$13.7 million during the year ended March 26, 1999 and $3.7 million during the
nine months ended December 24, 1999.

We believe that our available cash reserves, combined with the net proceeds
of this offering, will be sufficient to fund operations and to meet our working
capital needs and anticipated capital expenditures for at least the next twelve
to eighteen months. We currently intend to use a portion of the net proceeds
from this offering for expansion of sales, marketing and future development of
our products. We may also use a portion of the net proceeds to invest in
complementary products, to license other technology or to make potential
acquisitions. Thereafter, we may need additional funds for more rapid expansion
of our business, unexpected expenditures or operating losses, responding to
competitive pressures, developing new products and enhancements to our current
products, or acquiring technologies or businesses. If we raise additional funds
through the issuance of equity securities, the percentage ownership of our
stockholders will be reduced, stockholders may experience additional dilution,
or such equity securities may have rights, preferences or privileges senior to
those of the holders of our common stock. If we raise additional funds through
the issuance of debt securities, those securities would have rights, preferences
and privileges senior to those of holders of our common stock, and the terms of
these debt securities could impose restrictions on our operations. Additional
financing may not be available when needed, on favorable terms, or at all.

YEAR 2000 COMPLIANCE

We engaged in a year 2000 compliance program during 1999. We performed a
significant amount of testing on our products and our internal computerized
systems considered essential to our operations. Where required, we took
corrective or preventive measures designed to ensure our products and internal
computerized systems would function properly after the year 2000 date change.
Even though we have not experienced any significant problems as a result of
entering the year 2000, we may have undiscovered problems in our computerized
management systems or our products that may cause us to incur significant time
and expenditures to correct. Any failure in year 2000 compliance may cause us to
lose customers, incur significant costs and result in reduced revenues and
increased losses, warranty claims and litigation. In addition, if our customers
or suppliers fail to be year 2000 compliant, it could result in interruptions in
supply, failure of our products to operate correctly and delays in order
fulfillment and payment. Any of these potential year 2000-related difficulties
could adversely affect our results of operations. In aggregate, we incurred
approximately $0.3 million in expenses related to year 2000 compliance.

RECENT ACCOUNTING PRONOUNCEMENTS

In March 1998, the Accounting Standards Executive Committee issued
Statement of Position No. 98-1, or SOP 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use" which provides
guidance on accounting for the cost of computer software developed or obtained
for internal use. SOP 98-1 is effective for financial statements for fiscal
years beginning after December 15, 1998. Adoption of SOP 98-1 did not have a
material impact on our results of operations.

In April 1998, the Accounting Standards Executive Committee issued
Statement of Position 98-5, or SOP 98-5, "Reporting on the Costs of Start-Up
Activities." This standard requires companies to expense the costs of start-up
activities and organization costs as incurred. In general, SOP 98-5 is effective
for fiscal years beginning after December 15, 1998. Adoption of SOP 98-5 did not
have a material impact on our results of operations.

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<PAGE> 30

reported either in the statement of operations or as a component of
comprehensive income, depending on the type of hedging relationship that exists.
SFAS 133 will be effective for fiscal years beginning after June 15, 2000. We do
not currently hold derivative instruments or engage in hedging activities.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We believe we do not have any significant exposures to quantitative and
qualitative market risks. For the periods ended March 27, 1998, March 26, 1999
and December 24, 1999, we did not have any derivative financial instruments or
any derivative commodity instruments. Our other financial instruments include
trade accounts receivable, trade accounts payable, convertible subordinated
debentures and a term note. Our accounts receivable and accounts payable are
relatively short term in duration and as a consequence, are not exposed to
significant interest rate changes and consequent fair value adjustments. Our
cash equivalents are invested in interest bearing accounts, generally money
market accounts of less than seven days average maturity, and as a result are
not subject to significant valuation adjustments due to interest rate changes.
We also have convertible subordinated debentures and a term loan, both of which
bear interest at fixed rates. As a result, the payments due under these
debentures and term loan are not subject to adjustment due to interest rate
changes. Our financial market risk includes risks associated with international
operations and related foreign currencies. We anticipate that international
sales will continue to account for a significant portion of our consolidated
revenues. Our international sales are in U.S. dollars and, therefore, are not
subject to foreign currency exchange rate risk. Expenses of our international
operations are denominated in each country's local currency, however, and are
therefore subject to foreign currency exchange risk. Despite this, through
December 24, 1999, we have not experienced any significant negative impact on
our operations as a result of fluctuations in foreign currency exchange rates.

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<PAGE> 31

BUSINESS

Repeater Technologies, Inc. develops, markets and sells wireless network
equipment primarily for CDMA-based wireless communications networks. We provide
cost-effective, high quality wireless network equipment for use in suburban and
rural areas, urban areas and inside office buildings and other coverage-limited
structures. Our products have been deployed with over 40 CDMA wireless service
providers in ten countries.

Our products are based on our Network Repeater technology that expands the
coverage area of a wireless network. Our Network Repeater receives, amplifies
and retransmits voice and data signals between mobile handsets and base stations
and uses an operator's existing radio frequency, or RF, spectrum to provide the
necessary connection to the wireless network.

Our RepeaterHybrid Network solutions incorporate our family of Network
Repeaters, antenna systems, network management systems and network design
services to provide outdoor wireless service coverage. These products are used
in conjunction with third-party base stations to increase coverage at
significantly reduced capital and operating cost by reducing the number of
required base stations, related communication links and other wireless network
equipment. We have deployed 20 RepeaterHybrid Network systems with 12 service
providers.

Our Distributed Antenna System provides in-building coverage using copper
cable and small antennas. Our OfficeCell distributed antenna system, currently
under development, will provide in-building coverage utilizing fiber-optic cable
to link distributed antennas for increased flexibility and broader coverage.
These systems can be used in a wide range of indoor areas including office
buildings, shopping malls, sports arenas, and tunnels. Our in-building products
offer low cost, ease of installation, and remote monitoring via our proprietary
network management system. We have deployed our copper cable Distributed Antenna
System with 16 service providers in six countries.

INDUSTRY BACKGROUND

WIRELESS MARKET GROWTH

In recent years, there has been substantial growth in the number of
wireless subscribers. The Strategis Group estimates that the number of worldwide
wireless subscribers will increase from approximately 286 million in 1998 to 693
million in 2003, representing a compound annual growth rate of 19.4%. The market
for our systems is a subset of the worldwide wireless market. A number of
factors are driving worldwide wireless subscriber growth, including the
expansion of wireless coverage outside of urban areas, the rapid price decline
of wireless usage cost per minute and the proliferation of new wireless
applications such as high-speed data services. These factors, alongside
increasing use of wireless handsets as a substitute for wire-based
communications, are also driving a substantial increase in wireless minutes of
use. To meet the growing demand for wireless services, wireless service
providers are increasingly focusing on expanding network coverage in order to
increase the number of new subscribers and reduce subscriber turnover, or
"churn," resulting from coverage limitations.

WIRELESS STANDARDS

A number of analog and digital standards are available to wireless service
providers in the deployment of wireless networks, including GSM, or Global
System for Mobile Communication, TDMA, or Time Division Multiple Access, and
CDMA, or Code Division Multiple Access. TDMA was established in 1988 and is now
widely utilized across the United States as a result of its transmission and
cost efficiencies and signal quality. GSM was introduced in 1991 as an extension
of the TDMA standard and is now widely utilized in Europe and Asia as a result
of similar factors as well as its "open standard" compatibility. The first
commercial deployment of a CDMA wireless network took place in 1995 in Hong Kong
and, since then, CDMA wireless networks have been deployed in Korea, the United
States, Canada, India, Japan, Australia, Brazil and 19 other countries. Unlike
competing standards, such as GSM and TDMA, that divide radio frequency into time
slots and allocate these slots to users, CDMA does not assign a specific

27
<PAGE> 32

frequency to each user. Instead, voice communications and data are encoded in a
random digital sequence for transport across the full available spectrum. The
current market acceptance of GSM and TDMA technologies could place competitive
pressures on the growth of CDMA technology.

CDMA is the newest of these digital standards and is expected to grow more
rapidly than these competing standards. The Strategis Group estimates that the
number of wireless subscribers utilizing CDMA-based handsets worldwide will grow
from approximately 18 million in 1998 to approximately 143 million in 2003,
representing a compound annual growth rate of 51.6%. Comparatively, the number
of GSM subscribers is expected to grow at a compound annual growth rate of 25.5%
from approximately 114 million in 1998 to approximately 356 million in 2003 and
the number of TDMA subscribers is expected to grow at a compound annual growth
rate of 38.5% from approximately 15 million in 1998 to approximately 76 million
in 2003. The Strategis Group estimates that the percentage of CDMA subscribers
will increase from 9.4% of digital subscribers worldwide in 1998 to 22.6% in
2003. The actual growth rate of wireless subscribers and CDMA subscribers may
differ materially from the estimated growth rates discussed in this section.

CDMA provides a number of benefits, including:

- Increased Capacity. Unlike competing standards, CDMA does not assign a
specific frequency to each user. Instead, conversations and other
information are encoded in random digital sequence for transport across
the full available spectrum. By allowing multiple subscribers to share
the same frequency, CDMA equipment can provide over three times the
capacity of analog and other digital standards over the same amount of
spectrum.

- Improved Quality of Service. CDMA combines multiple signals and improves
signal strength for a reduction of interference and fading. Additionally,
the method of passing calls between cells in a CDMA network sharply
reduces the risk of disruption or dropped calls.

- Better Support for Data. CDMA offers a powerful platform for evolving
wireless technologies and enables subscribers to use a wide range of new
services including voice recognition, short messaging services and
Internet connections.

The recent approval of CDMA-based third generation standards, or "3G", by
the wireless community will allow wireless service providers who upgrade to 3G
to provide very high speed data access and transmission to their subscribers and
to increase the capacity of their networks. The availability of these advanced
services should further increase the demand for wireless coverage. It is
anticipated that new spectrum for 3G networks will be allocated in the United
States, Europe, Latin America and Asia. We believe the build-out of 3G networks
by new licensees and upgrades of existing networks should drive significant
expenditures for 3G compatible network equipment. The build-out and
proliferation of 3G networks, however, may be subject to global economic cycles.

DEPLOYMENT

The traditional method for increasing wireless coverage has been to deploy
a base station, which consists of a RF transmitter, which transmits a signal,
and receiver assembly, which receives incoming signals from wireless handsets.
The receiver assembly is linked to a base station controller through a high
capacity digital telephone line. The base station controllers are then linked to
mobile switching centers, which in turn connect to the local telephone network.
Figure 1 depicts a basic wireless network.

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<PAGE> 33

[BASIC WIRELESS NETWORK GRAPHIC]

The rapid growth in demand for wireless service has caused a corresponding
increase in the demand for widespread coverage in the following four market
segments:

- Low-Density/Low-Utilization Markets. These markets are typically suburbs
and small towns in which capacity requirements are low because of low
user density. However, the need for coverage remains high as wireless
subscribers expect to have service throughout these areas. Wireless
service providers have been slow to deploy wireless networks in these
areas because the high infrastructure costs required cannot be spread
over a large enough subscriber base.

- Traffic Corridors. These markets are typically major highways that
connect population centers and are characterized by low-density
utilization along a narrow geographic corridor. Wireless service
providers must offer complete coverage along these corridors so that
subscriber calls are not "dropped" in these areas. However, in these
markets, as in low-density/low-utilization markets, wireless service
providers find the deployment of base stations costly and inefficient.

- High-Density/High-Utilization Markets. These markets are typically urban
areas in which service is provided by a large number of closely-spaced
base stations which provide both the capacity for a large number of
subscribers and coverage for a given geographic area. However, in spite
of the large number of base stations, gaps in coverage commonly occur as
the result of blockage of RF signals by buildings, tunnels and other
obstructions.

- In-Building Markets. These markets are characterized by high utilization
throughout a concentrated geographical area. Although base stations can
provide the necessary capacity, the materials used in building
construction can inhibit and interfere with the transmission of RF
signals to and from the building interior.

Both existing wireless service providers and new entrants to the
competitive wireless markets face the challenge of rapidly expanding coverage
with limited capital and operating resources. Addressing these coverage
challenges has become a critical differentiator as service providers attempt to
expand their existing subscriber base and minimize subscriber churn resulting
from coverage limitations. Because CDMA base stations are designed to support
high capacity networks in densely populated urban centers, they do not scale
well to low-density/low-utilization markets. In addition, the need for a high
capacity
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<PAGE> 34

digital telephone connection to the network from each base station results in
significant capital and operating expenses. As a result of growing capacity and
coverage requirements and increasing competitive pressures, wireless service
providers are demanding solutions that provide:

- Rapid expansion of coverage;

- Reduced capital and operating costs;

- Ease of and flexibility in deployment;

- Improved quality of RF coverage;

- High levels of technical support; and

- Rapidly deployable 3G-compatible products.

REPEATER TECHNOLOGIES' SOLUTION

Our RepeaterHybrid Network solutions integrate our Network Repeaters with
CDMA base stations, enabling wireless service providers to quickly expand
coverage at significantly reduced cost. While base stations provide the overall
capacity and initial coverage for a wireless network, our Network Repeaters
redirect, focus or spread the concentrated capacity of a base station to expand
coverage to desired coverage areas. In low-density/low-utilization markets and
traffic corridors, our RepeaterHybrid Network solutions allow network operators
to cost-effectively utilize their network capacity to expand coverage. In high-
density/high-utilization markets, our Network Repeaters fill the coverage gaps
that occur as a result of blockage of RF signals. For the in-building market,
Network Repeaters, when coupled with our copper cable distributed antenna
system, can provide RF coverage in smaller buildings. To provide coverage for
larger buildings and campus environments, we will offer our new OfficeCell
fiber-optic distributed antenna system, which is currently under development.
Our solutions offer the following key benefits:

REDUCED CAPITAL COSTS

RepeaterHybrid Networks provide expansion of coverage with significantly
lower capital costs than required in the deployment of base station-only
networks. Network Repeaters are significantly less expensive than CDMA base
stations. In addition, wireless network operators who use base stations to
increase coverage must incur increased capital costs both as a result of the
need for more communications links and the deployment of larger base station
controllers and mobile switching centers to support these sites. Our Network
Repeaters require no communications link to base station controllers or mobile
switching centers and, as such, reduce the overall capital cost of the network.
In addition, our Network Repeaters are significantly smaller than base stations,
making them less costly to site and install. Our existing RepeaterHybrid
Networks customer base has been able to reduce the number of base stations in
their systems by 15% to 75% and replace them with Network Repeaters for a given
coverage area. For example, in one of our more successful deployments, utilizing
a RepeaterHybrid Network, one of our customers was able to design a network
using 24 Network Repeaters and six base stations, as opposed to a base
station-only network of 24 base stations.

LOWER OPERATING COSTS

Our RepeaterHybrid Network results in substantially lower operating costs
than a base station-only network. By replacing a number of the base stations
with our Network Repeaters, the wireless service provider saves the substantial
monthly charges associated with the high capacity digital telephone connection
required to link to the base station controller.

NETWORK COMPATIBILITY

Because our Network Repeaters receive, amplify and transmit the same
signals received and transmitted by a network's base stations, we believe our
Network Repeaters are compatible with CDMA base stations operating in the 850
MHz and 1900 MHz bands. Our Network Repeaters have been
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<PAGE> 35

successfully deployed in wireless networks with most major manufacturers' base
stations including Ericsson, Inc., Lucent Technologies, Inc., Motorola, Inc. and
Nortel Networks Corp.

FLEXIBLE DEPLOYMENT OF CAPACITY AND COVERAGE

Our RepeaterHybrid Network solutions provide a mix of base stations for
capacity and initial coverage and Network Repeaters for wide-area coverage. As
demand grows, network operators are able to incrementally add Network Repeaters
for increased coverage and base stations for increased capacity.

IMPROVED QUALITY OF RF COVERAGE

Our RepeaterHybrid Network is able to meet the following established
industry standards for a high quality CDMA network, including:

- frame error rate of 2% or less, which is a measure of the quality of the
signal;

- network-wide dropped call rate of 2% or less, which is a measure as to
how often a mobile subscriber is disconnected after the call has been
connected; and

- a network-wide call establishment rate of 95% or more, which is a measure
as to how often a mobile subscriber should be able to originate and
connect to the calling party.

This coverage is achieved by our patent-pending receive diversity
technology employed in our Network Repeaters. Our receive diversity technology
combines multiple signals from subscribers' handsets for improved transmission
back to the base station.

HIGH LEVEL OF SUPPORT

Our service organization offers full customer support through all phases of
implementation, including RF design and installation services. In addition, we
provide customer support 24 hours a day, seven days a week. When needed, we also
utilize field service engineers for on-site assistance. Our proprietary network
management system is designed to monitor, control and support our Network
Repeaters and other products from a central network operations center through a
comprehensive graphical user interface.

STRATEGY

Our goal is to be the leader in the development and deployment of CDMA
wireless coverage enhancement solutions. To achieve this goal, our strategy is
to:

CONTINUE TO EXPAND OUR INSTALLED BASE OF NETWORK REPEATERS

We will continue to focus on providing RepeaterHybrid Network solutions to
wireless service providers who are deploying new CDMA networks or expanding
existing CDMA networks. We also plan to target more established CDMA service
providers who intend to expand their wireless networks to include low-
density/low-utilization areas as they expand coverage. We expect the use of
repeaters to become increasingly important as CDMA-based wireless service
providers attempt to maintain parity with their competitors and meet the minimum
coverage required by their spectrum licenses. We are also focusing on expanding
our marketing efforts in international markets, such as Australia, China, Mexico
and South America.

EXPAND OUR IN-BUILDING CAPABILITIES

We believe that the wireless in-building market will represent a
significant market opportunity as wireless subscribers become increasingly
dependent on their wireless service and require more complete in-building
coverage. We intend to continue to develop cost effective solutions for
in-building coverage. Our Distributed Antenna System provides in-building
coverage using copper cable and small antennas. Our OfficeCell distributed
antenna system, currently under development, will provide in-building coverage
utilizing fiber-optic cable. Fiber-optic cable provides more efficient
transmission of RF signals throughout

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<PAGE> 36

structures for broader coverage. Additionally, the OfficeCell distributed
antenna system provides uniform RF coverage which allows for flexible antenna
placement. Since our OfficeCell supports all existing digital standards, we will
be able to further expand our market opportunity to include GSM and TDMA
wireless networks.

ESTABLISH A MARKET LEADERSHIP POSITION IN 3G WIRELESS NETWORKS

We intend to capitalize on the low cost and flexibility of our Network
Repeaters to speed service providers' transition to 3G wireless technologies. We
have developed significant expertise in CDMA technology which will allow us to
rapidly bring 3G products to market. Our Network Repeaters currently meet phase
one of the 3G standard known as cdma2000. We intend to further develop our
technology to meet the balance of the 3G CDMA standards and penetrate new
markets, including Europe, China and Japan, as new licensees in these markets
develop 3G wireless networks.

FOCUS ON NETWORK DESIGN AND CUSTOMER SUPPORT

Our high-quality service offerings, installation support teams and
commitment to addressing customer needs, have enabled us to develop important
relationships with customers and a reputation for providing high-quality
solutions. We have developed a unique knowledge of network design incorporating
repeaters and base stations in order to facilitate our customers' assessment and
implementation of our RepeaterHybrid Networks. Our network design services allow
wireless service providers to modify network design prior to deployment to
better suit coverage and capacity demands. We believe our extensive network
design capabilities and comprehensive customer support have been significant
factors in our ability to attract and retain customers.

PURSUE STRATEGIC ACQUISITIONS

We have in the past and intend in the future to make acquisitions of
complementary technologies and businesses. In November 1999, we completed the
acquisition of substantially all of the assets of The Gwydion Company LLC in
order to enhance our in-building capabilities. We may from time to time make
other strategic acquisitions that may complement our products, expand the
breadth of our product offerings, enhance our technical capabilities, help
secure critical sources of supply or that may otherwise offer growth
opportunities.

WIRELESS SYSTEM TECHNOLOGY

Wireless networks operate by dividing the geographic service area territory
into a number of areas called cells. A base station is the equipment that
transmits and receives the RF signal to and from the wireless handsets in the
cell site's coverage area. The coverage provided by a base station is limited by
the base station's RF output power, the frequency of the RF signals and the
amount of clutter, such as buildings, hillsides and other physical obstructions,
in the path of the signals. The higher the RF signal's frequency, the shorter
the distance it can travel for a given output power. For example, a 1900 MHz RF
signal travels approximately half the distance of an 850 MHz cellular signal
with equal output power. Therefore a 1900 MHz RF network may require three to
four times the number of base stations to provide the same coverage as a 850 MHz
RF network. PCS networks tend to utilize 1900 MHz RF while cellular networks
usually utilize 850 MHz RF.

The base station also communicates with the base station controller through
a high capacity digital telephone connection. The base station controller
processes the call and communicates with the mobile switching center. The mobile
switching center then routes calls to and from the public switched telephone
network or the base station network. Figure 2 illustrates a traditional wireless
network constructed with only base stations.

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<PAGE> 37

[BASE STATION - ONLY WIRELESS NETWORK GRAPHIC]

A wireless service provider can also deploy a RepeaterHybrid Network which
uses a combination of base stations and our Network Repeaters. Our
RepeaterHybrid Network reduces the number of base stations required to achieve
an equivalent coverage area and significantly lowers the cost of the network.
Figure 3 illustrates our RepeaterHybrid Network.

[REPEATER HYBRID NETWORK GRAPHIC]

RECEIVE DIVERSITY IN BASE STATIONS

A base station typically has one send and two receive antennas. When radio
signals travel through the air they bounce off of building surfaces and other
objects. Since a mobile subscriber is normally moving, radio signals travel
different paths to the receiving antennas. A base station's two receiving
antennas are spaced several feet apart and are designed to receive and select
the stronger of the two radio signals. This selection process, known as receive
diversity, provides for a higher quality RF signal and fewer dropped calls.

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<PAGE> 38

RECEIVE DIVERSITY IN NETWORK REPEATERS

Since a repeater only has one wireless path to the base station, repeaters
are typically unable to provide dual paths to the base station for receive
diversity. We have developed a technology that allows the information from two
receiving antennas at the repeater site for diversity to be combined into one
path for transmission back to the base station. As a result, we are able to
provide the receive diversity typically only provided in base stations for
higher quality RF coverage. We have filed for patents on this technology in the
United States and some foreign countries.

PRODUCTS AND SERVICES

We offer a variety of products and services to our customers. Illustrated
in Figure 4 below is our Network Repeater utilizing receive diversity and
operating in conjunction with our RepeaterStar serving antenna and RepeaterPower
battery backup power system. The system illustrated below is supported by our
RepeaterNet network management system.

[NETWORK REPEATER CELL SITE GRAPHIC]

Network Repeater. Our Network Repeater receives, filters, amplifies and
re-transmits RF signals between wireless subscribers and base stations in CDMA
wireless networks. Our Network Repeater features our patent-pending receive
diversity technology, which provides high quality voice and data transmission,
while reducing the necessary amount of handset power. Receive diversity
technology allows operators to deploy RepeaterHybrid Networks with comparable
performance and quality to a base station-only network. We started deploying
Network Repeaters in the June quarter of 1997.

RepeaterStar. Our RepeaterStar antenna sends and receives signals between
the serving base station and our Network Repeater. Our RepeaterStar antenna
possesses performance characteristics that are optimized for use within our
RepeaterHybrid Network. In addition, our antenna is lighter and smaller than
most competitive products, allowing for easier installation. We started
deploying RepeaterStar antennas in the December quarter of 1999.

RepeaterPower. Our RepeaterPower battery back-up power system provides
auxiliary power for the Network Repeaters in the event of a commercial power
outage. We started deploying our battery back-up power systems in the June
quarter of 1997.

RepeaterNet. RepeaterNet is our proprietary network management system
designed to monitor and control our Network Repeaters and other products from a
central network operations center. RepeaterNet provides a comprehensive
graphical user interface allowing maintenance personnel to monitor up to 5,000
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<PAGE> 39

Network Repeaters, together with their backup power sources and related
equipment. We started delivering RepeaterNet to our customers in the September
quarter of 1998.

RepeaterCAD. RepeaterCAD RF design and application engineering services
provide network design for optimal implementation of our Network Repeaters. Our
RF design services include preparation of coverage maps and issuance of search
rings for site locations for base stations and Network Repeaters. Our RF
engineers also optimize the implementation of our Network Repeaters with base
stations and perform testing to verify the coverage and quality of the
RepeaterHybrid Network. Additionally, we provide in-building design services for
application of our Distributed Antenna Systems. We started to provide network
design services to our customers in the September quarter of 1998.

OfficeCell. We are currently completing development of our OfficeCell
product, a fiber-optic Distributed Antenna System that will allow us to better
address the market for wireless coverage in larger buildings and campuses.
Copper wire-based systems, which are designed for smaller buildings and
structures, are unable to cost-effectively serve these markets. OfficeCell
communicates with base stations, microcells and repeaters using RF signals. The
hub unit of the OfficeCell converts RF signals into lightwaves and communicates
with up to 16 OfficeCell remote units using fiber-optic cable. The remote units
convert the lightwaves back to RF signals to communicate with wireless handsets.
The use of fiber-optic cable allows OfficeCell to provide increased flexibility
and broader coverage than in copper wire-based systems. Our OfficeCell will
support all digital wireless standards, allowing us to further expand our market
opportunity to include GSM and TDMA networks.

Repeater Technologies, Network Repeater, RepeaterHybrid Network,
OfficeCell, Distributed Antenna System, RepeaterPower, RepeaterStar,
RepeaterNet, RepeaterCAD and RepeaterMate are trademarks or trade names of
Repeater Technologies, Inc. Each trademark, trade name or service mark of any
other company that appears in this prospectus belongs to its holder.

CUSTOMERS

Relatively few wireless service providers have adopted CDMA wireless
technology and are concentrated in North America and South America.

The following is a list of customers that have purchased at least $500,000
of our products and services since March 31, 1997. None of these customers is
obligated to purchase any minimum quantity of our products and all of the
contracts with these customers can be cancelled at any time.

<TABLE>
<CAPTION>
UNITED STATES BRAZIL CANADA ISRAEL
------------- ------ ------ ------
<S> <C> <C> <C>
Airtouch Eriline Telecom Telus Motorola
Blackfoot Communications Clearnet PCS
Via Wireless
GTE Wireless
Intelos/Virginia PCS
Northern PCS Services
PrimeCo
</TABLE>

In our fiscal year ended March 26, 1999, ten customers accounted for 52.0%
of our net revenues, with Clearnet PCS accounting for 10.6%. In the nine months
ended December 24, 1999, ten customers accounted for 66.8% of our net revenues,
with PrimeCo and Clearnet PCS accounting for 14.8% and 12.4%, respectively.

SALES AND MARKETING

We offer our products and services in the United States and Canada through
our direct sales force. Our international sales efforts are conducted through a
network of agents and distributors, all of which are assisted by our direct
sales force. Export sales accounted for 70%, 61%, 42% and 28% of our net
revenues during our fiscal years ended March 31, 1997, March 27, 1998, March 26,
1999 and the nine-month

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<PAGE> 40

period ended December 24, 1999, respectively. We have provided additional
information about the geographic segments in which we operate in Note 1 to our
Consolidated Financial Statements.

Our direct sales force works in conjunction with our support personnel to
assist current and potential customers in identifying capacity and coverage
goals. In addition, our sales force assists customers in preparing a pro forma
business analysis comparing the customer's initial deployment costs and
operating expenses using traditional wireless network equipment against those
associated with using our products and services. Outside of our corporate
headquarters, we currently have direct sales offices in Montreal, New York,
Atlanta, Denver and Chicago. We have international sales and technical support
offices in Sao Paulo, Sydney and Beijing. We also have established relationships
with agents and distributors located in Australia, Argentina, Brazil, Chile,
China, Colombia, Israel, Mexico, Uruguay and Venezuela. As of December 24, 1999,
14 of our 81 employees were engaged in sales and marketing.

In support of our sales efforts, we have established a marketing
organization that is responsible for the branding and marketing of our products
and services. Our marketing efforts include participation in trade shows and
trade congresses, the sponsorship of a web site, advertising in trade journals
and publication of a semi-annual newsletter.

CUSTOMER SERVICE AND SUPPORT

We provide a full range of customer support during all phases of product
implementation. Our implementation services include preparation of coverage maps
and issuance of search rings for site locations for base stations and Network
Repeaters. Our application engineers optimize the implementation of our Network
Repeaters with base stations and perform testing to verify the coverage and
quality of the RepeaterHybrid Network. In addition to our support during the
implementation period, we provide ongoing support services, which include:

- Rapid resolution of problems through a 24-hour hotline service;

- Project management services;

- Field service inventory to support our exchange policy; and

- On-site field service engineer support.

MANUFACTURING

We have recently transitioned the manufacture of our products from in-house
to three third-party contract manufacturers. Our third-party manufacturers are
Sanmina Corporation, ACT-GSS/Array Technology and PEMSTAR, INC. These
manufacturers test our sub-assemblies for functionality prior to assembly into
finished products. We have no long-term contracts with any of these suppliers.
The supply contracts can be cancelled at any time. Any individual purchase order
is generally not cancellable by us unless the supplier fails to deliver in
conformance with the terms of the purchase order. In addition, our contract
manufacturers have recently implemented our proprietary automated test system,
known as RepeaterMATE, for final product testing. The use of RepeaterMATE by our
contract manufacturers will allow us to achieve a level of quality control
comparable to that achieved internally. This will enable us to ship finished
products directly from our contract manufacturers to our customers. As a result,
we will be able to reduce finished goods inventory and decrease our
time-to-market. During the RepeaterMATE testing process, the final product goes
through a full system test while cycling through extreme temperature conditions.
We believe that our three third-party contract manufacturers have the capability
to support our growth for the foreseeable future. We plan to establish contract
manufacturing capabilities in China in calendar year 2001 and Brazil in the
future to better serve these markets. In addition, we are relying on a sole
source of supply for our RepeaterPower battery back-up power system, SENS. We
also buy our RepeaterStar antennas from a sole source, Optim, Inc.

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<PAGE> 41

RESEARCH AND PRODUCT DEVELOPMENT

We plan to continue to develop and extend our product offerings for the
current CDMA market and future generations of CDMA wireless standards, including
3G. In addition, we are developing products and services for the TDMA and GSM
markets, primarily for in-building applications. Products under development
include:

- RepeaterCell, our next generation of CDMA repeater for the 850 MHz
cellular and 1900 MHz PCS bands to handle multiple CDMA carriers with
higher output power. In addition, we are developing the capability to
extend RepeaterCell to the requirements of emerging 3G CDMA standards,
including the 2100 MHz band.

- RoomCell, a lower power version of our OfficeCell product to provide RF
coverage for a single room. Applications for this technology may include
restaurants, small retail stores and lobbies.

- RepeaterLink, a fiber-optic communication link between our Network
Repeaters and base stations. RepeaterLink converts RF signals to
lightwaves and back to RF, allowing a Network Repeater to operate up to
12 miles away from a base station. RepeaterLink is advantageous when
line-of-site for wireless communication between our Network Repeater and
a base station is not feasible.

As of March 31, 2000, 27 of our 81 employees were engaged in research and
product development including hardware and software engineering. Our research
and development expenditures totaled approximately $3.1 million, $6.2 million,
$4.2 million and $4.2 million in the fiscal years ended March 31, 1997, March
27, 1998, March 26, 1999 and the nine months ended December 24, 1999,
respectively.

COMPETITION

The wireless network equipment market is highly competitive. The market for
products that enhance wireless coverage is characterized by rapidly changing
technology, evolving wireless industry standards and frequent new product
introductions and enhancements. Our ability to compete depends on many factors,
including:

- continued new product development;

- comprehensive service and support;

- competitive pricing; and

- reliability.

Current and potential competitors consist primarily of major domestic and
international companies, who offer coverage enhancement solutions based on their
own network repeaters or base stations. Most of these companies have longer
operating histories, larger installed customer bases, substantially greater name
recognition and greater financial, technical, manufacturing, marketing, sales
and distribution resources than we do. We also compete with the TDMA and GSM
product offerings from communications equipment providers and expect that a
number of them will develop competing data communications products and
technologies in the near future. Our current and potential competitors can be
divided into two groups: base station manufacturers, such as Fujitsu Network
Communication, Inc., Hyundai Electronics Industries Co., Ltd., LG Information &
Communications, Ltd., Ericsson, Inc., Lucent Technologies, Inc., Motorola, Inc.,
NEC Corporation, Nokia Corporation, Nortel Networks Corp., and Samsung
Electronics Co., Ltd.; and wireless repeater manufacturers, such as Allen
Telecom Inc., Allgon AB, and Andrew Corporation. We face actual and potential
competition not only from these established companies, but also from new
companies that may develop and market new wireless telecommunications products
and services.

INTELLECTUAL PROPERTY

We consider our technologies proprietary and seek to protect our
intellectual property rights. As of March 31, 2000, we had three patents granted
and two patent applications pending. In addition, we are seeking patent
protection of our inventions in foreign countries. Our pending patent
application is based

37
<PAGE> 42

upon proprietary rights originally obtained from Matthew P. Fuerter, one of our
stockholders and our Vice President of Engineering. We also have a technology
license agreement with Mr. Fuerter. For further information regarding this
technology license agreement, please see "Certain Transactions."

While we believe that our patents will render it more difficult for
competitors to develop and market similar products, our patents may be
invalidated, circumvented, or challenged. In addition, any pending or future
patent applications may not be issued with the scope we seek or at all.

We also rely on copyright and trade secret laws for the protection of our
proprietary software. Source code for our proprietary software is protected as
unpublished copyright works and trade secrets. In addition, we generally enter
into confidentiality or licensing agreements with employees, consultants,
vendors, customers and licensees, and generally limit access to the details of
proprietary designs, software, documentation, and other confidential
information.

Notwithstanding our efforts to protect our rights, it may be possible for a
third party to copy or to obtain and use our intellectual property without our
authorization. We may have to pursue litigation in the future to enforce our
intellectual property rights or to defend against claims of infringement. Such
litigation could result in substantial costs and diversion of resources and
could seriously harm our business, operating results, and financial condition.
We are not engaged in any legal proceedings concerning matters of patent
infringement or enforcement. In addition, others may develop technologies
superior to our technology, duplicate our technology, or design around our
patents.

GOVERNMENT REGULATION

In order for our products to be used in certain jurisdictions, regulatory
approval may be necessary. The delays inherent in this regulatory approval
process may cause the rescheduling, postponement or cancellation of fulfillment
of our orders for products which, in turn, may cause our customers to
reschedule, postpone or cancel orders for those products.

EMPLOYEES

As of March 31, 2000, we employed 95 persons, including 30 in research and
product development, 18 in operations, 13 in customer service and post-sales
support, 20 in sales and marketing and 14 in finance and administration. We also
use contract personnel, primarily for information technology support and product
development.

None of our employees are represented by a labor union and we believe our
relations with our employees are good.

FACILITIES

Our headquarters consist of approximately 40,000 square feet of space
leased through December 31, 2003, located in Sunnyvale, California. The primary
manufacturing of our products takes place at our contract manufacturers'
facilities located in San Jose, California and Calgary, Alberta, Canada. The
primary research and development operation is located at our headquarters in
Sunnyvale, California with an additional product development center located in
Anaheim, California. The Anaheim facility consists of approximately 3,800 square
feet and is leased through January 31, 2004. In addition, we lease office suites
for our direct sales force in the United States, Canada and Brazil. We believe
these facilities will be adequate to meet our requirements for the foreseeable
future.

LEGAL PROCEEDINGS

We are not currently involved in any material legal proceedings.

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<PAGE> 43

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information concerning our executive
officers and directors:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Kenneth L. Kenitzer......... 57 President, Chief Executive Officer and Director
Edward R. Johnson........... 52 Executive Vice President, Chief Technology Officer and Secretary
David A. Bolan.............. 48 Vice President of Marketing
Matthew P. Fuerter.......... 35 Vice President of Engineering
Timothy A. Marcotte......... 43 Vice President and Chief Financial Officer
Frank E. Martens............ 46 Vice President of Operations
Chris L. Branscum(1)(2)..... 51 Chairman
John Bosch(1)(2)............ 65 Director
Bandel Carano............... 38 Director
Richard G. Grey(2).......... 70 Director
Perry LaForge(1)............ 41 Director
Alessandro Piol............. 43 Director
</TABLE>

- ------------------
(1) Member of the Compensation Committee.

(2) Member of the Audit Committee.

Kenneth L. Kenitzer has served as our President & Chief Executive Officer
since September 1996. He served as our Chief Operating Officer from February
1996 to September 1996. Mr. Kenitzer joined Repeater Technologies in 1994 as our
Vice President of Operations and Engineering. From 1984 to 1994, Mr. Kenitzer
served in several management positions at Compression Labs, Inc. a video
conferencing company, including Senior Vice President of Operations and
Manufacturing. Mr. Kenitzer holds a B.E.S. (EE) from Brigham Young University.

Edward R. Johnson has served as our Executive Vice President and Chief
Technology Officer since September 1991. Mr. Johnson served as Vice President of
Engineering from October 1983 to September 1991 and was a co-founder of our
company. He has also served as our Corporate Secretary since October 1983. Mr.
Johnson holds a B.S.E.E. from Newark College of Engineering.

David A. Bolan has served as our Vice President of Marketing since
September 1996. From May 1994 to September 1996, Mr. Bolan served as Vice
President of OEM Sales and Marketing for Spectrian Corporation, a wireless base
station power amplifier manufacturer. Mr. Bolan holds a B.E.E. from Cleveland
State University and an M.B.A. from Xavier University, Cincinnati, Ohio.

Matthew P. Fuerter has served as our Vice President of Engineering since
October 1999. From April 1997 to October 1999, Mr. Fuerter was our Director of
Systems and Applications Engineering. From August 1995 to May 1997, Mr. Fuerter
worked for Sprint Spectrum L.P. as an RF Design Manager. From September 1989 to
June 1995, Mr. Fuerter worked for GTE Mobilnet as an RF Engineering Supervisor.
Mr. Fuerter studied Electrical Engineering at the University of Buffalo.

Timothy A. Marcotte has been our Vice President and Chief Financial Officer
since November 1999. From March 1999 to November 1999, Mr. Marcotte was an
independent financial consultant. From August 1997 to March 1999, Mr. Marcotte
served as Vice President of Finance and Chief Financial Officer at Sunrise
Technologies International, Inc., a laser medical device manufacturer. From
December 1996 to August 1997, Mr. Marcotte served as Vice President and Chief
Financial Officer for InfoGain Corporation, an information technology consulting
firm. From June 1996 to December 1996, Mr. Marcotte was the Vice President and
Chief Financial Officer for IRIDEX Corporation, a laser medical device
manufacturer. From April 1993 to June 1996, Mr. Marcotte served as Executive
Vice President and Chief

39
<PAGE> 44

Financial Officer for Now Software, Inc., a software development company. Mr.
Marcotte holds a B.S. Anthropology/Zoology and an M.B.A. from the University of
Michigan.

Frank E. Martens has served as our Vice President of Operations since July
1999. From March 1999 to July 1999, Mr. Martens served as a consultant for ADI
Communications, Inc., which develops equipment for wireless local loop networks.
From November 1996 to February 1999, Mr. Martens served as Vice President of
Customer Advocacy for Telco Systems, Inc., a telecommunications equipment
manufacturer. From October 1990 to November 1996, Mr. Martens served as Vice
President of Service and Support and Director of Business Operations for
Compression Labs, Inc., a video conferencing equipment manufacturer. Mr. Martens
holds a B.S. in Accounting from State University of New York at Albany. Mr.
Martens received his C.P.A. certification in 1981. Mr. Martens also holds an
M.B.A. from Long Island University.

Chris L. Branscum has served as a Director since 1990 and as Chairman since
1993. Mr. Branscum has been a General Partner of Hallador Venture Partners since
1990 and a Managing Director of Hallador Venture Partners, LLC since 1997. From
1985 through 1989, Mr. Branscum was with Arthur Young & Company, where he was a
partner. Prior to 1985, Mr. Branscum was in the private practice of law. Mr.
Branscum holds a J.D. from the University of Pacific, McGeorge School of Law and
a B.S. in Business Administration from California State University, Sacramento.
Mr. Branscum currently serves on the board of directors of Roseville
Communications Company.

John Bosch has served as a Director since May 1990. Since 1981, Mr. Bosch
has been a general partner of Bay Partners, a venture capital firm. In 1976, he
co-founded Cronus Precision Products, Inc., a digital timing company and served
as its President and Chief Executive Officer until 1981. In 1970, Mr. Bosch
co-founded Anixter, Bosch and Russell, a consulting firm specializing in
marketing and sales consulting for high technology companies. Mr. Bosch holds a
B.S. in mechanical engineering and an M.B.A. in marketing from the University of
Southern California. Mr. Bosch currently serves on the board of directors of
NetManage, Inc.

Bandel L. Carano has served as a director since 1995. Mr. Carano has been a
general partner of Oak Investment Partners, a venture capital firm, since 1987.
Mr. Carano serves as a member of the Investment advisory board of the Stanford
University Engineering Venture Fund. Mr. Carano also serves as a member of the
board of directors of Netopia, Inc., a telecommunications equipment provider,
Polycom, Inc., a telecommunications equipment provider and PulsePoint
Communications, an information systems company. Mr. Carano holds a B.S. and an
M.S. from Stanford University.

Richard G. Grey has served as a Director since 1990. From 1995 to present,
Mr. Grey has served as General Partner, for HMS Hawaii Management Partners. From
1984 to present, Mr. Grey has also served as General Partner of HMS Group, which
manages venture capital funds for investments in the communications industry.
Previously, Mr. Grey served as a Director from 1982 to 1987 for HMS Capital
Limited. From 1979 to 1987, Mr. Grey was in the private practice of law. Mr.
Grey holds a J.D. from the University of San Francisco, an M.B.A. and a B.S.
from the University of California, Los Angeles.

Perry LaForge has served as a Director since September 1999. Mr. LaForge
serves as a Vice President and Partner of Pittiglio, Rabin, Todd and McGrath, an
international management consulting firm and has been employed there since 1984.
Mr. LaForge also founded the CDMA Development Group, a non-profit trade
organization, and has served as the Executive Director and Chairman since
December 1994. Mr. LaForge also founded and serves as the President and Chairman
of inOvate Communications Group, a venture capital firm. Mr. LaForge holds a
B.E. from Santa Clara University and an M.B.A. from the Amos Tuck School at
Dartmouth College.

Alessandro Piol has served as a Director since January 1998. Since 1995,
Mr. Piol has served as Managing Director of Invesco Private Capital (formerly
Chancellor Capital Management), a venture capital and investment management
firm. From 1993 to 1995, Mr. Piol was a General Partner of AT&T Ventures, the
venture capital arm of AT&T, which he co-founded. Prior to AT&T Ventures, Mr.
Piol spent six years in various operational positions at AT&T and co-founded
Pixel Machines. Mr. Piol holds a

40
<PAGE> 45

B.S. and M.S. in Computer Science from the Columbia University School of
Engineering and an M.B.A. from the Harvard Business School.

BOARD OF DIRECTORS COMMITTEES

The audit committee consists of Messrs. Branscum, Bosch and Grey. The audit
committee reviews our records and affairs to determine our financial condition,
oversees the adequacy of the systems of internal control and monitors our
adherence in accounting and financial reporting to generally accepted accounting
principles.

The compensation committee consists of Messrs. Branscum, Bosch and LaForge.
The compensation committee determines compensation for our officers and
administers our 1990 incentive stock plan, key executives stock option plan,
2000 equity incentive plan and 2000 employee stock purchase plan. However, our
board of directors must approve all awards granted under these plans to
directors and employees who are subject to Section 16 of the Securities Exchange
Act of 1934, as amended. No officer serving on our board of directors or the
compensation committee has or will participate in decisions awarding
compensation or granting stock options to himself.

DIRECTOR COMPENSATION

Non-employee directors are entitled to receive option grants under the 1990
incentive stock option plan and the 2000 equity incentive plan, the amount of
which is determined by the board of directors in its sole discretion. These
director options will have an exercise price equal to the fair market value of
our common stock when granted and will vest 50% upon grant and the balance in
two annual installments of 25% each. All directors will be reimbursed for
expenses incurred in attending meetings of the board of directors and its
committees. In our fiscal year ended March 26, 1999, no options grants were made
to our non-employee directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the compensation committee of our board is
currently, or has been at any time since our formation, one of our officers or
employees. During our fiscal year ended March 26, 1999, none of our executive
officers served as a member of the board of directors or compensation committee
of any entity that has one or more officers serving as a member of our board of
directors or compensation committee. Chris L. Branscum, a member of the
compensation committee during our fiscal year ended March 26, 1999, is
affiliated with Hallador Venture Fund II, a California limited partnership,
which invested $99,541 in our Series DD convertible subordinated debentures in
November 1998.

TERM OF EXECUTIVE OFFICERS AND DIRECTORS

Our directors currently serve terms until the next annual meeting of
stockholders and the election of their successors. Under the terms of the
certificate of incorporation that will be effective upon the closing of this
offering, the board of directors will be divided into three classes, with two
directors in each of Class I and Class II and three directors in Class III.
Messrs. Grey and Bosch will be Class I directors, Messrs. Piol and Carano will
be Class II directors, and Messrs. Branscum, LaForge and Kenitzer will be Class
III directors. Initially, the Class I directors will be nominated for election
for a term of one year, the Class II directors will be nominated for election
for a term of two years, and the Class III directors will be nominated for
election for a term of three years. Upon the expiration of these initial terms,
each director in each class will be elected for a term of three years. Directors
will hold office until the annual meeting of stockholders in the year in which
the term of their class expires and until their successors have been duly
elected and qualified. Executive officers are appointed by, and serve at the
discretion of, the board.

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<PAGE> 46

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth certain information concerning the
compensation paid during the fiscal year ended March 31, 2000 to the Chief
Executive Officer and the other most highly compensated executive officers whose
compensation exceeded $100,000, based on salary earned in fiscal year 2000, who
were executive officers on March 31, 2000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL LONG-TERM COMPENSATION
COMPENSATION ----------------------------
------------ RESTRICTED ALL OTHER
NAME AND PRINCIPAL OCCUPATION SALARY STOCK AWARDS COMPENSATION
----------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
Kenneth L. Kenitzer
President and Chief Executive Officer............ $179,808 -- $ 384(1)
David A. Bolan
Vice President, Marketing........................ 153,269 -- 384(1)
Matthew P. Fuerter
Vice President, Engineering...................... 120,000 $18,960(2) 39,984(3)
Frank E. Martens
Vice President, Operations(4).................... 95,385 -- 15,384(6)
Edward R. Johnson
Executive Vice President and Chief Technology
Officer....................................... 167,269 -- 384(1)
Timothy A. Marcotte
Vice President and Chief Financial Officer(5).... 64,384 -- 384(6)
</TABLE>

- ------------------
(1) Represents term life insurance premiums paid by us.

(2) Represents the value, when issued, of 1,580 shares granted pursuant to a
technology licensing agreement using an assumed initial public offering
price of $12.00 per share.

(3) Represents $39,600 in royalties paid in cash pursuant to a technology
licensing agreement and $384 in term life insurance premiums paid by us.

(4) Mr. Martens joined the Company in July, 1999. His annual salary is $140,000.

(5) Mr. Marcotte joined the Company in November, 1999. His annual salary is
$155,000.

(6) Represents $15,000 bonus and $384 in term life insurance premiums paid by
us.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information with respect to stock options
granted during our fiscal year ended March 31, 2000 to the chief executive
officer and to the other four executive officers who received salary
compensation of more than $100,000 and who received option grants in fiscal year
2000.

<TABLE>
<CAPTION>
PERCENT OF POTENTIAL REALIZABLE VALUE
TOTAL AT ASSUMED ANNUAL
NUMBER OF OPTIONS RATES OF SHARE PRICE
SECURITIES GRANTED TO APPRECIATION
UNDERLYING EMPLOYEES EXERCISE MIDPOINT OF FOR OPTION TERM
OPTIONS IN FISCAL PRICE PER FILING EXPIRATION ---------------------------
NAME GRANTED 2000 SHARE RANGE DATE 5% 10%
- ---- ---------- ---------- --------- ----------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Kenneth L.
Kenitzer........... 80,000 10.90% $12.00 $9.00 1/3/10 $ 212,804 $ 907,495
David A. Bolan....... 50,000 6.81% $12.00 $9.00 1/3/10 $ 133,003 $ 567,184
Matthew P. Fuerter... 40,000 5.45% $12.00 $9.00 1/3/10 $ 106,402 $ 453,747
Frank E. Martens..... 130,000 17.71% $ 3.00 $9.00 8/5/09 $1,515,807 $2,644,679
20,000 2.72% $12.00 $9.00 1/3/10 $ 53,201 $ 226,874
Edward R. Johnson.... 20,000 2.72% $12.00 $9.00 1/3/10 $ 53,201 $ 226,874
Timothy A.
Marcotte........... 180,000 24.51% $ 3.00 $9.00 11/9/09 $2,098,809 $3,661,863
</TABLE>

To date, options granted pursuant to our plans vest at a rate of 25% of the
shares underlying the option on the first, second, third and fourth
anniversaries of the grant date.

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<PAGE> 47

We have not granted options to any of the officers identified in the above
table since March 31, 2000, the end of our last fiscal year.

In accordance with the rules of the SEC, the potential realizable value
over the term of the option, i.e., the period from the grant date to the
expiration date, is based on assumed annual rates of share price appreciation of
5% and 10%, compounded annually and based on an assumed initial share price
value equal to the midpoint of the filing range. These amounts do not represent
our estimate of future price. Actual gains, if any, on option exercises will
depend on the future performance of our common stock.

OPTION EXERCISES IN LAST FISCAL YEAR AND OPTION VALUES AT FISCAL YEAR END

The following table provides information concerning the number and value of
option exercises in our last fiscal year and of unexercised stock options held
as of March 31, 2000 by the executive officers named in the Summary Compensation
Table. The value realized and the values for in-the-money options represent the
positive spread between the respective exercise prices of outstanding stock
options and the value of the underlying common stock as of March 31, 2000, using
an assumed initial public offering price of $9.00 per share.

OPTION EXERCISES IN LAST FISCAL YEAR AND OPTION VALUES AT FISCAL YEAR END

<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
SUBJECT TO UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL AT FISCAL YEAR-END
SHARES YEAR-END MARCH 31, 2000 MARCH 31, 2000
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth L. Kenitzer.. -- -- 604,500 -- $4,552,250 --
David A. Bolan....... -- -- 230,000 -- 1,566,000 --
Matthew P. Fuerter... -- -- 120,000 -- 696,000 --
Frank E. Martens..... -- -- 150,000 -- 780,000 --
Edward R. Johnson.... 5,250 $44,625 338,000 -- 2,737,000 --
Timothy P. Marcotte.. -- -- 180,000 -- 1,080,000 --
</TABLE>

BENEFIT PLANS

1990 Incentive Stock Plan. Our board of directors adopted our 1990
incentive stock plan on May 18, 1990 and our shareholders approved it on May 10,
1991. On January 29, 1997, the board reserved an additional 167,394 shares for
option grants under the 1990 incentive stock plan, which the shareholders
approved. On October 2, 1997 the board reserved an additional 500,000 shares for
option grants under the 1990 incentive stock plan, which the shareholders
approved. On March 13, 1998, the board reserved an additional 739,967 shares for
option grants under the 1990 incentive stock plan, which the shareholders
approved. On September 16, 1999, the board reserved an additional 1,000,000
shares for option grants under the 1990 incentive stock plan. We have reserved a
total of 2,716,910 shares of our common stock for issuance under the 1990
incentive stock plan. As of March 31, 2000, 199,543 shares have been issued upon
exercise, net of repurchase, of options granted under the 1990 incentive stock
plan and options to purchase 2,441,702 shares were outstanding, with 75,665
shares reserved for future grants or purchases under the 1990 incentive stock
plan. Options currently outstanding under the 1990 incentive stock plan will
continue in full force and effect under the terms of the 1990 incentive stock
plan until these outstanding options are exercised or terminated in accordance
with their terms.

The 1990 incentive stock plan provides for grants of incentive stock
options that qualify under Section 422A of the Internal Revenue Code of 1986,
nonstatutory stock options and common stock awards to employees, directors and
consultants. Incentive stock options may be granted only to employees, including
officers. Directors are not eligible to receive benefits under the 1990
incentive stock plan unless expressly declared eligible to participate by a
majority of disinterested directors or a committee comprised solely of
disinterested directors.

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<PAGE> 48

The 1990 incentive stock plan is administered by our board through the
compensation committee, which determines who will be granted awards under the
1990 incentive stock plan, when and how the awards will be granted, the type and
terms of awards granted, including the exercise period, and the number of shares
subject to the award. The exercise price of incentive stock options granted
under the 1990 incentive stock plan must be at least equal to 100% of the fair
market value of our common stock on the date of grant. However, for any employee
holding more than 10% of the voting power of all classes of our stock, the
exercise price of incentive stock options must be at least 110% of the fair
market value on the date of grant and the term of the option may not exceed five
years. The exercise price of nonstatutory stock options and common stock awards
is set by the board when granted, but must be at least 85% of the fair market
value upon the date of grant. The maximum term of any options granted under the
1990 incentive stock plan is ten years.

An optionee whose relationship as an employee, director or consultant with
us or any related corporation ceases for any reason, other than death or
permanent and total disability, may exercise options for up to three months
following the cessation, unless those options specifically provide for
termination at an earlier or later time. The three-month period is generally
extended to twelve months from termination due to permanent and total
disability, and eighteen months or such other period as is set forth in the
optionee's option agreement for termination due to death. Generally, the
optionee may not transfer a stock option other than by will or the laws of
descent or distribution.

In the event of a merger or a consolidation in which we are not the
surviving corporation or a merger in which our securities are converted into
shares or property of another entity, then all outstanding options under the
1990 incentive stock plan shall be assumed, continued or substituted for similar
options by the surviving entity. If the surviving entity refuses to assume or
continue these options or substitute similar options, or in the event of a
dissolution or liquidation of our business, then these outstanding options will
terminate upon completion of that transaction.

Our board may accelerate the vesting of any outstanding option. Our board
may suspend or terminate the 1990 incentive stock plan at any time. Unless
terminated earlier, the 1990 incentive stock plan will terminate on May 18,
2000.

Key Executives Stock Option Plan. Our board of directors adopted our key
executives stock option plan on May 21, 1993, and our stockholders approved it
on July 26, 1993. Our board amended the key executives stock option plan on
October 14, 1994. On January 29, 1997, our board reserved an additional 900,000
shares for option grants under the key executives stock option plan. We have
reserved a total of 1,351,544 shares for issuance under the key executives stock
option plan. As of March 31, 2000, 230,940 shares had been issued upon the
exercise, net of repurchase, of options granted under the key executives stock
option plan and options to purchase 1,093,104 shares were outstanding, with
27,500 shares reserved for future grants or purchases under the key executives
stock option plan. Options currently outstanding under the key executives stock
option plan will continue in full force and effect under the terms of the key
executives stock option plan until such outstanding options are exercised or
terminated in accordance with their terms.

The key executives stock option plan provides for grants of incentive stock
options that qualify under Section 422 of the Internal Revenue Code of 1986, and
nonstatutory stock options to any persons, including officers and directors,
employed in senior management or key technical positions, as determined by the
board.

The key executives stock option plan is administered by our board through
the compensation committee, which determines who will be granted options under
the key executives stock option plan, when and how the options will be granted,
the type and terms of each option granted, including the exercise period, and
the number of shares subject to the option. The exercise price of incentive
stock options granted under the key executives stock option plan must be at
least equal to the fair market value of our common stock on the date of grant.
However, for any person holding more than 10% of the voting power of all classes
of our stock, the exercise price of incentive stock options must be not less
than 110% of the fair market value and the term of the option may not exceed
five years. The exercise price of

44
<PAGE> 49

nonstatutory stock options must be equal to at least 85% of the fair market
value of our common stock on the date of the grant. The maximum term of any
options granted under the key executives stock option plan is ten years.

An optionee whose relationship as an employee or director with us or any
related corporation ceases for any reason, other than for death or total and
permanent disability, may exercise options for up to three months following the
cessation, or, if earlier, prior to the expiration date set forth in the option
agreement with that optionee. The three-month period is extended to twelve
months or any shorter period set forth in the optionee's option agreement for
any termination due to total and permanent disability, and eighteen months or
any shorter period set forth in the optionee's option agreement for termination
due to death. Generally, the optionee may not transfer a stock option other than
by will or the laws of descent or distribution.

In the event of a dissolution or liquidation of our business or a merger in
which we are not the surviving corporation or in which our securities are
converted into shares or property of another entity, then all outstanding
options shall be assumed or substituted for similar options by the surviving
entity. If the surviving entity refuses to assume or continue these options or
substitute similar options, then the vesting of these outstanding options will
be accelerated and the options will terminate upon completion of that
transaction.

Our board may accelerate the vesting of any outstanding option.

The key executives stock option plan will terminate on April 30, 2003,
unless terminated sooner by our board.

2000 Equity Incentive Plan. Our board adopted the 2000 equity incentive
plan on February 15, 2000. An aggregate of three million shares of common stock,
subject to stockholder approval, have been authorized for issuance under the
2000 equity incentive plan, all of which are available for future grants.
Beginning on January 1, 2002, the number of shares of common stock reserved for
issuance under the 2000 equity incentive plan will automatically be increased
each January 1 by 4% of the total number of shares of our common stock then
outstanding or, if less, by one million shares.

The 2000 equity incentive plan provides for the grant of incentive stock
options within the meaning of Section 422 of the Internal Revenue Code of 1986,
nonstatutory stock options, restricted stock purchase rights and stock bonuses
to our employees, consultants and directors. Incentive stock options may be
granted only to employees.

The 2000 equity incentive plan is administered by our board of directors or
a committee appointed by the board, which determines who will be granted awards,
when and how the awards will be granted, the type and terms of awards granted,
including the exercise period, and the number of shares of common stock subject
to the award. The exercise price of incentive stock options granted under the
2000 equity incentive plan must be at least equal to the fair market value of
our common stock on the date of grant. However, for any employee holding more
than 10% of the voting power of all classes of our stock, the exercise price of
incentive stock options will be no less than 110% of the fair market value and
the term may not exceed five years. The exercise price of nonstatutory stock
options can be no less than 85% of the fair market value. The maximum term of
options granted under the 2000 equity incentive plan is ten years.

Unless otherwise provided in an option agreement, an optionee whose
relationship as an employee, director or consultant with us or any related
corporation ceases for any reason, other than for death or total and permanent
disability, may exercise options in the three-month period following such
cessation, unless those options specifically provide a longer or shorter period,
or, if earlier, the expiration of the option set forth in the option agreement
with that optionee. The three-month period is extended to twelve months for
terminations due to total and permanent disability, and to eighteen months for
terminations due to death. Generally, the optionee may not transfer a stock
option other than by will or the laws of descent or distribution, unless the
optionee holds a nonstatutory stock option that provides for transfer in the
option agreement. However, an optionee may designate a beneficiary who may
exercise the option following the optionee's death.
45
<PAGE> 50

When we become subject to Section 162(m) of the Internal Revenue Code, no
person may be granted options under the 2000 equity incentive plan covering more
than two million shares of common stock in any calendar year. Among other
things, Section 162(m) denies a deduction to publicly-held corporations for
certain compensation paid to specified employees in a taxable year to the extent
that the compensation exceeds $1,000,000.

Restricted stock purchase awards granted under the 2000 equity incentive
plan may be granted pursuant to a repurchase option in favor of Repeater
Technologies in accordance with a vesting schedule determined by the board. The
price of a restricted stock purchase award under the 2000 equity incentive plan
cannot be less than 85% of the fair market value of the stock subject to the
award on the date of grant. Stock bonuses may be awarded in consideration of
past services without a purchase payment. Unless otherwise specified, rights
under a stock bonus or restricted stock bonus agreement generally may not be
transferred other than by will or the laws of descent and distribution during
such period as the stock awarded pursuant to that agreement remains subject to
the agreement.

A change in control of Repeater Technologies is defined in the 2000 equity
incentive plan as the sale of substantially all of our assets or merger with or
into another corporation. If a change in control occurs, any outstanding awards
held by persons then performing services for us as an employee, director or
consultant may either be assumed or continued or an equivalent award may be
substituted by the surviving entity. If the surviving entity refuses to assume
or substitute the outstanding awards, the vesting of these awards will be
accelerated and will terminate upon completion of the change of control.

Subject to stockholder approval, as necessary, our board of directors may
amend the Incentive Plan at any time. Unless sooner terminated by our board, the
2000 equity incentive plan will terminate on the day before the 10th anniversary
of its adoption by the board.

Non-Employee Director Stock Option Grants. The 2000 equity incentive plan
provides for automatic stock option grants to non-employee directors on our
board. Each person who is not an employee and is elected or appointed to our
board after the closing of this offering will be granted, on the date of that
person's election or appointment, an initial stock option to purchase 25,000
shares of our common stock at the fair market value of our common stock on that
grant date. On the closing date of this offering, non-employee directors who
have not previously been granted options to purchase our common stock will
receive initial stock option grants as if they were first elected or appointed
to the board immediately after the closing of the offering.

In addition to these initial stock option grants, the 2000 equity incentive
plan provides that each non-employee director serving on the day after each
annual stockholders' meeting, shall, on that date, be granted an annual stock
option grant to purchase 6,500 shares of our common stock at the fair market
value of our common stock on that grant date. For non-employee directors that
have not served on the board for the entire period preceding the annual
stockholders' meeting, the amount of shares subject to this annual stock option
grant shall be reduced, pro-rata, for each full quarter that person did not
serve on the board.

The non-employee director stock options will have a maximum term of ten
years and generally must be exercised within the periods described above
following cessation of service on the board. The non-employee directors become
vested in each initial stock option grant and annual stock option grant one-half
after each year of service on the board following the stock option grant date so
that the directors will become vested fully after two years of service on the
board after the grant. If there is a change of control as described above, each
non-employee director will become fully vested in the unvested portion of these
stock options and will be entitled to exercise the options for up to 12 months
following the termination of that director's service on the board or, if
shorter, the original term of the stock options. The stock options shall not be
transferable except as otherwise provided in a stock option agreement to the
extent permitted by federal securities laws and regulations.

2000 Employee Stock Purchase Plan. On February 15, 2000, our board of
directors adopted the 2000 employee stock purchase plan. A total of 500,000
shares of common stock, subject to stockholder approval,

46
<PAGE> 51

have been reserved for issuance under the purchase plan. Each January 1,
beginning in 2002 and ending in 2010, the number of shares of common stock
reserved for issuance under the purchase plan will automatically be increased by
1.0% of the total number of shares of common stock then outstanding or, if less,
by 250,000 shares. The purchase plan is intended to qualify as an employee stock
purchase plan within the meaning of Section 423 of the Code.

The purchase plan provides a means by which employees may purchase shares
of our common stock through payroll deductions. The purchase plan is implemented
by offerings of rights to eligible employees. Our board will determine the terms
of each offering, including eligibility, purchase price and the duration of the
offering, which may not exceed 27 months. The first offering will begin on the
closing date of this offering and terminate on April 30, 2002. Purchase dates
will occur on October 31, 2000, April 30, 2001, October 31, 2001 and April 30,
2002 under the initial offering.

Employees who participate in an offering may have up to 15% of their
earnings withheld pursuant to the purchase plan. The price of common stock
purchased under the purchase plan will not be less than 85% of the lower of the
fair market value of the common stock at the commencement date of each offering
period or the relevant purchase dates established by our board. Employees may
end their participation in an offering at any time during such offering except
during the 10 day period immediately prior to a purchase date. Employees'
participation in all offerings will end automatically and immediately on
termination of their employment with us or one of our subsidiaries.

Unless otherwise determined by our board of directors, employees are
eligible to participate in the purchase plan only if they have been continuously
employed by us or one of our subsidiaries designated by the board of directors
for at least 20 hours per week and five months per calendar year. No employee
shall be eligible for the grant of any rights under the purchase plan if,
immediately after the rights are granted, that employee would own 5% or more of
the total combined voting power or value of all classes of our then outstanding
capital stock. Eligible employees may be granted rights only if those rights,
together with any other rights granted under employee stock purchase plans, do
not permit that employee's rights to purchase shares of our common stock to
accrue at a rate which exceeds $25,000 of fair market value of our common stock
for each calendar year in which those rights are outstanding.

In the event of a dissolution or liquidation of our business, a sale of all
or substantially all of our assets or a merger in which we are not the surviving
corporation or in which our securities are converted into shares or property or
another entity, then all outstanding rights to purchase our common stock may be
assumed or substituted for similar rights by the surviving entity. If the
surviving or acquiring entity does not assume these rights or substitute similar
rights for these rights, then our board has the discretion to provide that all
sums collected by payroll deductions may be applied to purchase shares
immediately prior to that transaction.

Our board may amend or terminate the purchase plan at any time without
stockholder approval, except to the extent that stockholder approval is required
under Section 423 of the Code, Rule 16b-3 under the Exchange Act or any
applicable Nasdaq listing requirements. No amendment or termination may impair
any outstanding rights and obligations without the consent of the person
affected, except as necessary to comply with any laws or regulations or to
comply with Section 423 of the Code.

401(k) Plan. We have established an employee savings and retirement plan,
the 401(k) plan, for eligible employees. Eligible employees may elect to defer a
percentage of their pre-tax gross compensation in the 401(k) plan, subject to
the statutorily prescribed annual limit. We may make matching contributions on
behalf of all participants in the 401(k) plan in an amount determined by our
board of directors. We may also make additional discretionary profit-sharing
contributions in such amounts as determined by our board, subject to statutory
limitations. Matching and profit-sharing contributions, if any, are subject to a
vesting schedule; all other contributions are at all times fully vested. We
intend the 401(k) plan, and the accompanying trust, to qualify under Sections
401(k) and 501 of the Internal Revenue Code so that contributions by employees
or by us, and income earned (if any) on plan contributions, are not taxable to
employees until withdrawn from the 401(k) plan, and so that we will be able to
deduct our contributions, if any, when made. The trustee under the 401(k) plan,
at the direction of each participant, invests the assets of the 401(k) plan in
any of a number of investment options.

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<PAGE> 52

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of March 31, 2000, certain information
with respect to our common stock owned beneficially by each director, by the
executive officers, by all executive officers and directors as a group and by
each beneficial owner of more than 5% of our outstanding common stock.
Beneficial ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to the securities.
Except as noted in the footnotes, each of the persons listed has sole investment
and voting power with respect to the shares of common stock included in the
table.

Percentage of beneficial ownership is based on 17,228,199 shares of common
stock as of March 31, 2000 and 21,978,199 shares of common stock outstanding
after completion of this offering.

Shares of common stock subject to options and warrants that are exercisable
within 60 days of March 31, 2000 are deemed to be outstanding and to be
beneficially owned by the person holding the options or warrants for the purpose
of computing that person's percentage ownership, but are not treated as
outstanding for the purpose of computing the percentage ownership of any other
person. Where a person is deemed to beneficially own common stock that is
subject to our right to repurchase pursuant to our 1990 incentive stock plan and
1993 key executives stock option plan, we have indicated the number of shares
that are subject to our right of repurchase at the end of 60 days after March
31, 2000.

<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SHARES OF STOCK SUBJECT TO OWNERSHIP
COMMON STOCK REPURCHASE -------------------
BENEFICIALLY AFTER BEFORE AFTER
STOCKHOLDER OWNED MARCH 31, 2000 OFFERING OFFERING
----------- ------------ ---------------- -------- --------
<S> <C> <C> <C> <C>
Funds Affiliated with Oak Associates VI,
LLC(1)......................................... 2,958,009 17.17% 13.46%
525 University Avenue, Suite 1300
Palo Alto, CA 94301
Bandel Carano(1)................................. 2,958,009 17.17 13,46
Funds Affiliated with Charter Growth
Capital(2)..................................... 2,072,825 12.03 9.43
525 University Avenue, Suite 1500
Palo Alto, CA 94301
Funds Affiliated with INVESCO Private Capital
Inc. and INVESCO (NY), Inc.(3)................. 1,939,659 11.26 8.83
1166 Avenue of the Americas
New York, NY 10036
Alessandro Piol(3)............................... 1,939,659 11.26 8.83
TransCapital SDN BHD............................. 1,778,326 10.32 8.09
Plot 20, Lorong, Jelawat 2, Mk1, SPT
Bandar Seberang Jaya, 13700 Prai, Penang,
Malaysia
Nazem & Company IV, L.P. ........................ 1,570,533 9.12 7.15
645 Madison Avenue
New York, NY 10022
Hallador Venture Fund II, L.P.(4)................ 885,394 5.14 4.03
740 University Avenue, Suite 110
Sacramento, CA 95825
Chris L. Branscum(4)............................. 885,394 5.14 4.03
Funds Affiliated with HMS Capital Partners(5).... 881,777 5.12 4.01
2468 Embarcadero Way
Palo Alto, CA 94303
Richard G. Grey(5)............................... 881,777 5.12 4.01
Funds Affiliated with Bay Partners IV and
California BPIV, L.P.(6)....................... 737,155 4.28 3.35
10600 North DeAnza Boulevard, Suite 1000
Cupertino, CA 95014-2031
John Bosch(6).................................... 737,155 4.28 3.35
Kenneth L. Kenitzer.............................. 627,017 234,998 3.59 2.82
David A. Bolan................................... 230,000 120,000 1.33 1.04
</TABLE>

48
<PAGE> 53

- ------------------
* Less than 1% of the outstanding common stock.

(1) Includes 2,895,754 shares held by Oak Investment Partners VI, Limited
Partnership and 62,255 shares held by Oak VI Affiliates Fund. Mr. Carano, a
director of the Company, is a managing member of Oak Associates VI, LLC,
which is the general partner of Oak Investment Partners VI, Limited
Partnership and Oak VI Affiliates Fund. Mr. Carano disclaims beneficial
ownership of the shares held by the funds affiliated with Oak Associates VI,
LLC, except to the extent of his pecuniary interest therein.

(2) Includes 1,431,818 shares held by Charter Growth Capital Co-Investment Fund,
L.P., 363,636 shares held by Charter Growth Capital, L.P. and 277,370 shares
held by CGC Investors, L.P.

(3) Includes 1,123,451 shares held by Citiventure 96 Partnership, L.P. 499,656
shares held by Chancellor LGT Private Capital Offshore Partners II, 277,370
shares held by Chancellor LGT Private Capital Partners III and 39,179 shares
held by Chancellor LGT Private Capital Offshore Partners I. Mr. Piol, a
director of the Company, is Managing Director of INVESCO Private Capital,
Inc., which is the general partner of the general partners of Chancellor LGT
Private Capital Offshore Partners II, Chancellor LGT Private Capital
Partners III and Chancellor LGT Private Capital Offshore Partners I. Mr.
Piol is also the managing director of INVESCO (NY), Inc., which is an
investment advisor to Citiventure 96 Partnership, L.P. Mr. Piol disclaims
beneficial ownership of the shares held by the funds affiliated with INVESCO
Private Capital, Inc. and INVESCO (NY), Inc., except to the extent of his
pecuniary interest therein.

(4) Includes 885,394 shares held by Hallador Venture Fund II, L.P. Mr. Branscum,
a director of the Company, is a general partner of Hallador Venture
Partners, LLC, which is the manager of Hallador Venture Fund II, L.P. Mr.
Branscum disclaims beneficial ownership of the shares held by the funds
affiliated with Hallador Venture Partners, LLC, except to the extent of his
pecuniary interest therein.

(5) Includes 660,073 shares held by HMS Capital Partners, 163,844 shares held by
HMS Capital Partners (Annex), 37,015 shares held by HMS Group and 20,845
shares held by HMS (Overseas) Partners. Mr. Grey, a director of the Company,
is a general partner of HMS Management, which is a general partner of HMS
Capital Partners, HMS Capital Partners (Annex), HMS Group and HMS (Overseas)
Partners. Mr. Grey disclaims beneficial ownership of the shares held by
these funds, except to the extent of his pecuniary interest therein.

(6) Includes 678,191 shares held by Bay Partners IV and 58,964 shares held by
California BPIV, L.P. Mr. Bosch, a director of the Company, is a general
partner of Bay Partners, which is a general partner of Bay Partners IV and
California BPIV, L.P. Mr. Bosch disclaims beneficial ownership of the shares
held by the funds affiliated with Bay Partners, except to the extent of his
pecuniary interest therein.

49
<PAGE> 54

CERTAIN TRANSACTIONS

CONVERTIBLE DEBENTURES AND PREFERRED STOCK FINANCINGS

From September 1996 through August 1997, we raised approximately $11.2
million in gross proceeds from the sale of Series BB convertible preferred stock
including 6.84% convertible promissory notes in an aggregate principal amount of
$849,600 that were converted into Series BB convertible preferred stock. We
issued a total of 4,246,316 shares of Series BB convertible preferred stock in
these transactions. The purchase price of the Series BB convertible preferred
stock was $2.64 per share. In addition, in connection with this financing we
issued warrants to purchase up to 816,412 shares of our Series BB convertible
preferred stock. The exercise price of the warrants is $2.64 per share. The
Series BB warrants will expire upon the earlier of the closing of this offering
or an acquisition in which we are not the survivor. There were 30 investors who
participated in the Series BB convertible preferred stock financing and 17 of
these also were issued warrants. The participants included two members of our
Board of Directors, as set forth in the table below. The material terms of the
Series BB convertible preferred stock are described below.

In November and December 1997, we raised approximately $12.1 million in
gross proceeds from the sale of our Series CC convertible preferred stock. We
issued a total of 4,402,907 shares of Series CC convertible preferred stock in
this transaction at a purchase price of $2.75 per share. There were 25 investors
who participated in the Series CC convertible preferred stock financing,
including three members of our board of directors, as set forth in the table
below. The material terms of the Series CC convertible preferred stock are
described below.

In November 1998, we raised approximately $15.0 million in gross proceeds
from the sale of our Series DD convertible subordinated debentures to 19
investors. These convertible subordinated debentures bear interest at the rate
of eight percent (8%) per annum, payable quarterly, and mature on November 25,
2003. These debentures are convertible into Series DD convertible preferred
stock at any time prior to the maturity date at the option of the holder. The
conversion price for the Series DD convertible subordinated debentures is $5.50
per share, subject to adjustment. Upon the closing of this offering, we have the
right to convert the debentures into fully paid and nonassessable shares of
Series DD convertible stock. The material terms of the Series DD convertible
preferred stock are described below.

During the fiscal year that ended on March 26, 1999, we paid a total of
approximately $432,332 in interest on the debentures and we have paid total of
approximately $917,063 in interest for the three quarters ended December 24,
1999. The interest accrued from December 25, 1999 through March 31, 2000 is
approximately $303,332, and interest continues to accrue at a rate of
approximately $3,333 per day. We expect to pay the accrued interest through
March 31, 2000 prior to the closing of this offering. Although we plan to
convert the principal amount of the debentures into common stock upon the
closing of the offering, we expect to pay the interest accruing from April 1,
2000 through the closing date shortly after the closing.

50
<PAGE> 55

The following table lists the members of our board of directors who,
through their affiliation with certain venture capital funds, participated in
the above transactions in excess of $60,000:

<TABLE>
<CAPTION>
WARRANTS
EXERCISABLE
FOR # OF
SERIES BB SHARES OF SERIES CC SERIES DD
CONVERTIBLE SERIES BB CONVERTIBLE CONVERTIBLE
PREFERRED CONVERTIBLE PREFERRED DEBENTURES
STOCK # OF PREFERRED STOCK # OF DOLLAR AMOUNT
DIRECTOR AFFILIATED VENTURE CAPITAL FUND SHARES STOCK SHARES INVESTED
-------- --------------------------------------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Alessandro Piol Chancellor LGT Private Capital 36,727 $ 95,541
Partners I, C.V.
Chancellor LGT Private Capital 486,364 13,492
Partners II, L.P.
Chancellor LGT Private Capital 260,000 172,112
Partners III, L.P.
Citiventure 96 Partnership 1,053,091 386,986
Fund, L.P.
Chris L. Branscum Hallador Venture Fund II, A 314,783 45,895 73,000 99,996
California Limited Partnership
Bandel Carano Oak Investment Partners VI, 779,154 277,614 1,066,037 1,249,996
Limited Partnership
Oak VI Affiliates Fund 18,179 6,477 24,872
John Bosch Bay Partners IV 249,892 36,434 37,340
California BPIV, L.P. 21,729 3,168 3,246
Richard Grey HMS Capital Partners 178,135 46,388 47,533
HMS Capital Partners (Annex) 132,072
HMS Group 27,925
HMS (Overseas) Partners 7,961
</TABLE>

MATERIAL TERMS OF CONVERTIBLE PREFERRED STOCK

The convertible preferred stock issued in the above transactions and the
existing Series AA convertible preferred stock will convert into common stock
upon the closing of this offering. Prior to the closing of this offering, the
material terms of the convertible preferred stock are as follows:

Conversion. Each share of Series AA, BB, CC and DD convertible preferred
stock is convertible into shares of our common stock, at the option of the
holder, according to a conversion ratio, subject to adjustments in accordance
with antidilution provisions contained in our certificate of incorporation.

Each share of Series AA, BB, CC and DD convertible preferred stock
automatically converts into the number of shares of common stock into which such
shares are convertible at the then effective conversion ratio upon the
affirmative vote of the holders of at least two-thirds of the shares of the
preferred stockholders by class or upon the closing of a public sale of common
stock at a per share price of not less than $10 and aggregate gross proceeds of
not less than $10,000,000. Accordingly, each share of Series AA, BB, CC and DD
convertible preferred stock will convert into common stock upon the closing of
this offering. The conversion ratio that we are using in connection with this
offering is set forth by the terms of the preferred stock, as contained in our
certificate of incorporation and will be one share of common stock for each
share of Series BB, CC and DD convertible preferred stock and 1.1978 shares of
common stock for each share of Series AA convertible preferred stock.

Dividends. Holders of the convertible preferred stock have been entitled to
receive non-cumulative dividends, prior and in preference to any payment of any
dividend on common stock, when and if declared by our board of directors, in the
amount of $0.51, $0.26, $0.28, and $0.55 per share for Series AA, Series BB,
Series CC, and Series DD convertible preferred stock, respectively. The holders
of Series AA, BB, CC and DD convertible preferred stock have also been entitled
to participate in dividends on common stock, when and if declared by our board
of directors, based on the number of shares of common stock held on an as-if
converted basis. No dividends have been declared to date.

51
<PAGE> 56

Liquidation Preferences. In the event of a liquidation, and to the extent
assets are available, the Series AA, Series BB, Series CC, and Series DD
convertible preferred stockholders are entitled to a liquidation preference
distribution of $5.10, $2.64, $2.75, and $5.50 per share, respectively, plus
declared but unpaid dividends, before any liquidation distributions are made to
common stockholders. Additionally, the Series CC and Series DD convertible
preferred stock are entitled to share the remaining proceeds pro rata, on an
as-converted to common stock basis, with the holders of common stock.

Voting. Each share of Series AA, BB, CC and DD convertible preferred stock
has voting rights equal to an equivalent number of shares of common stock into
which it is convertible and votes together as one class with the common stock.

As long as at least 1,187,500 shares of Series AA and Series BB, 1,500,000
shares of Series CC, and 900,000 shares of Series DD convertible preferred stock
remain outstanding, we must obtain approval from a majority of the convertible
preferred stockholders by class in order to alter our certificate of
incorporation as related to convertible preferred stock, change the authorized
number of shares of common or convertible preferred stock, redeem or repurchase
any shares of common stock other than shares subject to our right of repurchase,
authorize a dividend for any class or series of stock, authorize or issue any
equity security having a preference over, or being in parity with, the Series
AA, BB, CC and DD convertible preferred stock, or effect a liquidation, merger,
consolidation or sale of assets of Repeater that results in a transfer of 50% or
more of the voting control of Repeater.

Holders of Series AA, BB, CC and DD convertible preferred stock are
entitled to elect, one member, two members, one member and two members of the
board of directors, respectively. Holders of Series AA, BB, CC and DD
convertible preferred stock, voting together as a single class with the holders
of common stock, have been entitled to elect the balance of directors, if any.

CHANGE OF CONTROL AGREEMENTS

In November 1999, we entered into a change of control agreement with
Timothy A. Marcotte, our Vice President and Chief Financial Officer. Under the
terms of this agreement, immediately upon a change of control, Mr. Marcotte's
stock options will vest in full. Furthermore, if Mr. Marcotte's employment is
involuntarily terminated without just cause within one year after the change of
control, he will be entitled to six months of severance pay and employee
benefits. In addition, Mr. Marcotte's options will be exercisable for a period
of nine months from the date of termination.

LICENSE AGREEMENT

In May 1998, we entered into a license agreement with Matthew P. Fuerter,
our Vice President of Engineering, for commercial and intellectual property
rights, including patent rights, in receive diversity technology. We have
incorporated this technology into some of our repeaters, as described under the
headings "Wireless System Technology" and "Products and Services" in the
"Business" section of this prospectus. Under this license agreement, we have
paid Mr. Fuerter a bonus of $50,000 and we have agreed to pay Mr. Fuerter an
additional $50,000 within 30 days of the patent being issued for this
technology. We have also agreed to make quarterly royalty payments to Mr.
Fuerter equal to the greater of 3% of our quarterly net revenues derived from
the sale of products incorporating the licensed technology or $75 for each
product sold incorporating the licensed technology. We have also agreed to issue
Mr. Fuerter five shares of our common stock for each unit we sell in the prior
quarter incorporating the licensed technology. As of March 31, 2000, we have
paid Mr. Fuerter a total of $85,775 in quarterly royalty payments earned through
December 24, 1999 and have issued to Mr. Fuerter a total of 2,385 shares of
common stock earned through December 24, 1999 under this license agreement.
These royalties will be paid over the life of the patent, if issued, but will
cease once we have shipped 10,000 product units incorporating the licensed
technology. Our obligation to pay royalties will also cease if the patent
application for this invention is rejected, or if a patent is issued, but
subsequently is determined to be unenforceable. The royalties paid under this
license agreement are non-refundable. In addition, a portion of

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the patent application embodying additional technology will be subject to a
separate royalty agreement, if we pursue the completion and commercial
development of this additional technology.

MATERIAL TERMS OF SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

We and the holders of an aggregate of 16,424,014 shares of common stock,
assuming the conversion of our Series AA, BB, CC and DD convertible preferred
stock and our convertible debentures and the exercise of warrants to purchase up
to 1,069,324 shares of our common stock, have been parties to a sixth amended
and restated investor rights agreement that has granted certain registration
rights, preemptive rights on new issuances of securities and information rights
to the holders. In addition, the company has agreed to certain covenants in this
agreement. These rights and covenants will terminate upon the closing of this
offering.

In addition, the investor rights agreement provides for certain
registration rights that will survive the effectiveness of this registration
statement. These registration rights enable the holders of our equity securities
to require us to file a registration statement under the state and federal
securities laws, or to include their securities in a registration statement that
we file under the state and federal securities laws. These registration rights
are described in more detail in the subsection entitled "Registration Rights"
within the section entitled "Description of Capital Stock."

TERMS OF TRANSACTIONS

We believe that the transactions described in this section were made on
terms no less favorable than could have been obtained from third parties.

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<PAGE> 58

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock will, upon the closing of this offering,
consist of 70,000,000 shares of common stock, $0.001 par value, and 5,000,000
shares of undesignated preferred stock, $0.001 par value. No other class of
capital stock will be authorized. The following information relates only to our
Certificate of Incorporation, which will be adopted prior to the closing of this
offering.

COMMON STOCK

As of March 31, 2000, there were 17,228,199 shares of common stock
outstanding, held of record by approximately 147 stockholders, which reflects
13,431,587 shares of common stock outstanding, including the conversion of all
outstanding shares of preferred stock into common stock and the conversion of
outstanding convertible debentures into 2,727,263 shares of common stock and the
exercise of warrants for 1,069,349 shares of common stock. Upon the closing of
this offering, we expect to have 21,978,199 shares of our common stock issued
and outstanding.

The holders of common stock are entitled to one vote per share on all
matters submitted to a vote of stockholders, including the election of
directors. Our common stock does not have cumulative voting rights, which means
that the holders of a majority of the outstanding common stock voting for the
election of directors can elect all directors then being elected. The holders of
common stock are entitled to receive dividends when, as and if declared by the
board of directors out of legally available funds. Upon liquidation or
dissolution, the holders of common stock will be entitled to share ratably in
the assets legally available for the distribution to stockholders after payment
of liabilities and subject to the prior rights of any holders of preferred stock
then outstanding. The holders of common stock have no conversion, sinking fund,
redemption, preemptive or subscription rights. The rights, preferences and
privileges of holders of common stock are subject to the rights of the holders
of shares of any series of preferred stock which we may issue in the future.

PREFERRED STOCK

Upon the closing of the offering, no shares of preferred stock will be
issued and outstanding.

Our board of directors may, without further action by our stockholders,
from time to time designate and direct the issuance of preferred stock in one or
more series. Our board may also, at the time of issuance, fix the dividend
rights, dividend rates, any conversion rights or right of exchange, any voting
rights, rights and terms of redemption (including sinking fund provisions), the
redemption price or prices, the liquidation preferences, and any other rights,
preferences, privileges, and restrictions of any series of preferred stock and
the number of shares constituting such series and the designation thereof. We
have no present plans to issue any shares of preferred stock.

It is not possible to state the actual effect of the issuances of any
shares of preferred stock upon the rights of holders of the common stock until
our board of directors determines the specific rights of the holders of the
preferred stock. However, these effects might include:

- restricting dividends on the common stock;

- diluting the voting power of the common stock;

- impairing the liquidation rights of the common stock; and

- delaying or preventing a change in control of our company without further
action by the stockholders.

WARRANTS

In November 1995 and March 1997, in connection with our Series E
convertible preferred stock financing, we issued warrants to purchase up to
256,323 shares of our common stock at an exercise price

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<PAGE> 59

of $0.10 per share. As of December 24, 1999, warrants for 3,386 shares have been
exercised. The remaining 252,937 of these warrants expire after 5:00 p.m. on the
earlier of:

- November 6, 2000;

- the closing date of this offering; or

- the closing date of a merger or consolidation of Repeater Technologies,
in which the holders of our voting power immediately prior to the merger
or consolidation do not hold a majority of the voting power of the
surviving entity.

In July 1997, in connection with an equipment lease agreement with
Lighthouse Capital Partners II, L.P., we issued warrants to purchase up to
18,940 shares of our Series BB convertible preferred stock at an exercise price
of $2.64 per share. Each warrant contains provisions for the adjustment of the
exercise price and the aggregate number of shares issuable upon the exercise of
the warrant in the event of stock dividends, stock splits, reorganizations,
reclassifications and consolidations. Upon the closing of this offering, the
warrants will become exercisable for common stock at the rate of one share of
common stock for each share of Series BB convertible preferred stock underlying
the warrants. These warrants expire at the close of business on July 31, 2004.

In August 1997, in connection with our Series BB convertible preferred
stock financing, we issued warrants to purchase up to 816,412 shares of our
Series BB convertible preferred stock at an exercise price of $2.64 per share.
Each warrant contains provisions for the adjustment of the exercise price and
the aggregate number of shares issuable upon the exercise of the warrant in the
event of stock dividends, stock splits, reorganizations, reclassifications and
consolidations. These warrants expire after 5:00 p.m. on the earlier of:

- August 21, 2002;

- the closing date of this offering; or

In January 1999, in connection with a senior lease and security agreement
with Phoenix Leasing Incorporated, we issued warrants to purchase up to 3,955
shares of our Series DD convertible preferred stock at an exercise price of
$5.50 per share. Each warrant contains provisions for the adjustment of the
exercise price and the aggregate number of shares issuable upon the exercise of
the warrant in the event of stock dividends, stock splits, reorganizations,
reclassifications and consolidations. Upon the closing of this offering, the
warrants will become exercisable for common stock at the rate of one share of
common stock for each share of Series DD convertible preferred stock underlying
the warrants. These warrants expire at the close of business on January 25, 2009
or five years after the close of this offering.

In July 1999, in connection with a loan and security agreement with
Transamerica Business Credit Corporation, we issued warrants to purchase up to
100,000 shares of our Series DD convertible preferred stock at an exercise price
of $5.50 per share. Each warrant contains provisions for the adjustment of the
exercise price and the aggregate number of shares issuable upon the exercise of
the warrant in the event of stock dividends, stock splits, reorganizations,
reclassifications and consolidations. Upon the closing of this offering, the
warrants will become exercisable for common stock at the rate of one share of
common stock for each share of Series DD convertible preferred stock underlying
the warrants. These warrants expire on July 8, 2006.

REGISTRATION RIGHTS

Following this offering, holders of 16,424,014 shares of common stock and
of warrants exercisable for 122,895 shares of common stock will have certain
rights relating to the registration of these shares under state and federal
securities laws. These rights, which are assignable, are outlined in an
agreement between

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<PAGE> 60

us and these holders. The holders of at least 35% of the common stock subject to
these rights may generally require that we register such stock for public resale
provided that the proposed aggregate selling offering price would exceed $10.0
million. If we register any of our common stock either for our own account or
for the account of other security holders, these holders may also include their
common stock subject to these rights in the registration, subject to the ability
of the underwriters to limit the number of shares included in the offering. The
holders of shares of our common stock that were issued upon conversion of our
Series A, B, C, D and E preferred stock and are issuable or were issued upon
conversion of our Series AA, BB, CC and DD preferred stock may also require us
to register all or a portion of their common stock subject to these rights on
Form S-3, when use of this form becomes available; provided that among other
limitations, the proposed aggregate offering price would be at least $3.0
million. The registration rights of a holder terminate when the holder can offer
and sell all of his or her registrable securities pursuant to Rule 144.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF DELAWARE LAW AND OUR CERTIFICATE OF
INCORPORATION AND BYLAWS

Prior to the consummation of this offering, we will file our certificate of
incorporation with the Secretary of State of the State of Delaware. Some
provisions of our amended and restated certificate of incorporation, our bylaws
and Delaware law could have the effect of discouraging, delaying or preventing a
merger or acquisition by a third party, even if a merger or acquisition would be
of benefit to our stockholders.

Classified Board of Directors. Our certificate of incorporation provides
for the board of directors to be divided into three classes of directors serving
staggered three-year terms. As a result, approximately one-third of the board of
directors will be elected each year. Holders of a majority of the outstanding
shares of capital stock entitled to vote in an election of directors will be
able to remove directors only for cause. Vacancies on the board of directors may
be filled by the remaining directors.

Advance Notice Requirements for Stockholder Proposals and Director
Nominations. Our bylaws establish an advance notice procedure for the
nomination, other than by or at the direction of our board of directors or one
of its committees, of candidates for election as director as well as for other
stockholder proposals to be considered at stockholders' meetings. Notice of
stockholder proposals and director nominations must be given timely and in
writing to our secretary prior to the meeting during which the matters are to be
acted upon or the directors are to be elected, and must contain certain
information specified in the bylaws. For notice to be timely, we must receive it
at our principal executive offices not more than 120 days nor less than 90 days
prior to the anniversary date of the immediately preceding annual meeting of
stockholders.

Blank Check Preferred. Our board of directors is authorized to issue up to
5,000,000 shares of preferred stock and to determine the preferences, rights and
privileges of those shares without any further vote or action by our
stockholders. The rights of the holders and the market value of our common stock
may be adversely affected by the rights of the holders of any series of
preferred stock that may be issued in the future. Furthermore, our board could,
without stockholder approval, use our preferred stock to adopt a "poison pill"
takeover defense mechanism.

Delaware Anti-Takeover Statute. Upon the listing of our common stock on the
Nasdaq National Market, we will be subject to Section 203 of the Delaware
General Corporation Law, an anti-takeover statute. In general, Section 203
prohibits a publicly-held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years
following the date the person became an interested stockholder, unless, with
certain exceptions, the "business combination" or the transaction in which the
person became an interested stockholder is approved in a prescribed matter.
Generally, a "business combination" includes a merger, asset or stock sale, or
other transaction resulting in a financial benefit to the interested
stockholder. Generally, an "interested stockholder" is a person who, together
with affiliates and associates, owns, or has, within three years prior to the
determination of interested stockholder status, owned 15% or more of a
corporation's voting stock. The existence of this provision could have an
anti-takeover effect with respect to transactions not approved in advance by our

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<PAGE> 61

board of directors, including discouraging takeover attempts that might result
in you receiving a premium over the market price for your shares of common
stock.

NASDAQ NATIONAL MARKET LISTING

We have applied to have our common shares included for quotation on the
Nasdaq Stock Market's National Market under the symbol "RPTR."

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is U.S. Stock
Transfer Corporation. Their telephone number is (818) 502-1404.

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<PAGE> 62

SHARES ELIGIBLE FOR FUTURE SALE

Immediately prior to this offering, there was no public market for our
common stock. Future sales of substantial amounts of our common stock in the
public market following this offering could adversely affect the market price of
our common stock. As described below, no shares currently outstanding will be
available for sale immediately after this offering because of contractual
restrictions on resale. Sales of substantial amounts of our common stock in the
public market after the restrictions lapse, or are released, could adversely
affect the prevailing market price and impair our ability to raise equity
capital in the future.

Upon completion of this offering, we will have outstanding an aggregate of
21,978,199 shares of common stock, or 22,690,699 shares if the underwriter's
over-allotment option is exercised in full, in each case assuming no exercise of
outstanding options or warrants after January 31, 2000. All of the shares sold
in this offering will be freely tradable without restrictions or further
registration under the Securities Act, except for any shares purchased by our
"affiliates," as that term is defined in Rule 144 under the Securities Act.
Shares purchased by our affiliates may generally only be sold pursuant to an
effective registration statement under the Securities Act or in compliance with
limitations of Rule 144 as described below.

The remaining 17,228,199 shares of common stock held by existing
stockholders are restricted securities within the meaning of Rule 144 and were
issued and sold by us in reliance on exemptions from the registration
requirements of the Securities Act. These restricted securities and an
additional 3,534,806 shares issuable upon the exercise of outstanding options
and 122,895 shares issuable upon exercise of outstanding warrants represent
approximately 81.5%, or 79.3% if the underwriters' over-allotment option is
exercised in full, of the total shares of our common stock outstanding
immediately following this offering on a fully-diluted basis, and may be sold in
the public market only if registered or if they qualify for an exemption from
registration under Rule 144, 144(k) or 701 promulgated under the Securities Act,
which are summarized below.

Our officers, directors, employees, and other stockholders, who
collectively hold substantially all of our existing shares, and Salomon Smith
Barney Inc. have entered into lock-up agreements in connection with this
offering. These lock-up agreements provide that, for a period of 180 days after
the date of this offering, the directors, employees, and stockholders may not to
offer, sell, contract to sell, pledge or otherwise dispose of any of the shares
of common stock or any of our securities convertible into or exchangeable for
common stock other than shares of common stock disposed of as bona fide gifts
approved by Salomon Smith Barney Inc. Notwithstanding possible earlier
eligibility for sale under the provisions of Rules 144, 144(k) and 701, shares
subject to lock-up agreements will not be saleable until such agreements expire
or are waived by Salomon Smith Barney Inc. The release of any lock-up is
considered on a case by case basis. Factors in deciding whether to release
shares may include the length of time before the lock-up expires, the number of
shares involved, the reason for the requested release, market conditions, the
trading price of our common stock, historical trading volumes of our common
stock and whether the person seeking the release is an officer, director or
affiliate of Repeater.

RULE 144

In general, under Rule 144 as currently in effect, a person, or persons
whose shares must be aggregated, who has beneficially owned restricted shares
for at least one year, including persons who are affiliates, would be entitled
to sell within any three-month period a number of shares that does not exceed
the greater of:

- one percent of the then outstanding shares of our common stock,
approximately 219,782 shares immediately after this offering; or

- the reported average weekly trading volume of our common stock during the
four calendar weeks preceding a sale by such person.

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<PAGE> 63

Sales under Rule 144 are also subject to certain manner-of-sale provisions,
notice requirements, and the availability of current public information about
us.

RULE 144(k)

Under Rule 144(k), a person who has beneficially held restricted shares for
a minimum of two years and who is not, and for three months prior to the sale of
those shares has not been, one of our affiliates is free to sell those shares
immediately following this offering without complying with the volume, manner-
of-sale, public notice and other limitations contained in Rule 144. However, our
transfer agent may require an opinion of counsel that a proposed sale of shares
comes within the terms of Rule 144 of the Securities Act prior to effecting a
transfer of the shares. Upon completion of this offering, holders of 6,155,220
shares will be eligible to freely sell their shares under Rule 144(k),
substantially all of which are subject to a 180 day lock-up agreement with
Salomon Smith Barney Inc.

RULE 701

In general, under Rule 701, any of our employees, directors, officers, or
consultants who purchase shares from us in connection with a compensatory stock
or option plan or other written agreement before the effective date of this
offering is entitled to sell these shares 180 days after the effective date of
this offering in reliance on Rule 144. Rule 701 provides that affiliates may
sell their Rule 701 shares under Rule 144 without having to comply with the
holding period and notice filing requirements of Rule 144 and that
non-affiliates may sell these shares in reliance on Rule 144 without having to
comply with the holding period, public information, volume limitation or notice
filing requirements of Rule 144.

REGISTRATION RIGHTS

Subject to the 180 day lock-up restrictions described above, the holders of
16,424,014 shares of common stock, including 8,251,398 shares held by
affiliates, and of warrants exercisable for 122,895 shares of common stock have
rights to require us to register their shares for sale under the Securities Act,
as described in this prospectus under the heading "Description of Capital
Stock -- Registration Rights."

OPTIONS

As of March 31, 2000, options to acquire 3,534,806 shares of our common
stock are outstanding. Immediately after the completion of this offering, we
intend to file a registration statement on Form S-8 under the Securities Act to
register all of the shares of common stock issued or reserved for future
issuance under our 1990 incentive stock plan, key executives stock option plan,
2000 equity incentive plan and 2000 employee stock purchase plan. Based upon the
number of shares subject to outstanding options as of March 31, 2000 and
currently reserved for issuance under these stock option and purchase plans,
this registration statement would cover approximately 7,137,971 shares, in
addition to the annual increases in the number of shares available under our
2000 equity incentive plan and 2000 employee stock purchase plan pursuant to the
terms of those plans. After the effective date of the registration statement on
Form S-8 and, if applicable, the expiration of the 180 day lock-up period
related to this offering, shares purchased upon exercise of options granted
pursuant to our 1990 incentive stock plan, the key executives incentive plan,
our 2000 equity incentive plan and the 2000 employee stock purchase plan
generally will be available for resale in the public market by non-affiliates
without restriction. Sales by our affiliates of shares registered on this
registration statement will be subject to all of the Rule 144 restrictions,
except for the one-year holding period requirement.

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UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. PERSONS

The following is a general discussion of the material U.S. federal income
tax consequences of the purchase, ownership and disposition of our common stock
to a non-U.S. person. For the purpose of this discussion, a non-U.S. person is
any holder that for U.S. federal income tax purposes is not a U.S. person. For
purposes of this discussion, the term U.S. person means:

- a citizen or resident of the U.S.;

- a corporation or other entity taxable as a corporation and created or
organized in the U.S. or under the laws of the U.S. or any political
subdivision thereof;

- an estate whose income is included in gross income for U.S. federal
income tax purposes regardless of its source; or

- a trust whose administration is subject to the primary supervision of a
U.S. court and which has one or more U.S. persons who have the authority
to control all substantial decisions of the trust.

Additionally, this discussion does not address U.S. federal income tax
consequences to non-U.S. persons subject to special treatment under U.S. federal
income tax law, such as:

- U.S. expatriates;

- financial institutions;

- dealers in securities;

- insurance companies;

- tax-exempt entities;

- holders who acquire our common stock pursuant to the exercise of any
employee stock option or right or otherwise as compensation;

- holders who hold our common stock as qualified small business stock for
purposes of Section 1202 of the Internal Revenue Code of 1986, as
amended;

- holders who do not hold our common stock as a capital asset; or

- holders who hold our common stock as part of a hedge, straddle,
conversion or other risk reduction transaction.

Nor does this discussion address any tax consequences arising under the
laws of any state, local or non-U.S. taxing jurisdiction. Furthermore, the
following discussion is based on current provisions of the Internal Revenue
Code, the Treasury Regulations promulgated thereunder, and administrative and
judicial interpretations thereof, all as in effect on the date hereof, and all
of which are subject to change, possibly with retroactive effect. We have not
requested a ruling from the Internal Revenue Service ("IRS") or an opinion of
counsel with respect to the federal income tax consequences of the purchase,
ownership and disposition of our common stock to a non-U.S. person under the
Internal Revenue Code. ACCORDINGLY, EACH NON-U.S. PERSON SHOULD CONSULT A TAX
ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER
TAX CONSEQUENCES OF ACQUIRING, HOLDING AND DISPOSING OF SHARES OF OUR COMMON
STOCK.

DIVIDENDS

We have never paid dividends on our common stock and do not expect to pay
any cash dividends on our common stock for the foreseeable future. In the event,
however, that we do pay dividends on our common stock, any dividend paid to a
non-U.S. person of common stock generally will be subject to U.S. withholding
tax either at a rate of 30% of the gross amount of the dividend or such lower
rate as may be specified by an applicable tax treaty. Dividends received by a
non-U.S. person that are effectively connected with a U.S. trade or business
conducted by the non-U.S. person are exempt from such

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withholding tax. However, those effectively connected dividends, net of certain
deductions and credits, are taxed at the same graduated rates applicable to U.S.
persons.

In addition to the graduated tax described above, dividends received by a
corporate non-U.S. person that are effectively connected with a U.S. trade or
business of the corporate non-U.S. person may also be subject to a branch
profits tax at a rate of 30% or such lower rate as may be specified by an
applicable tax treaty.

A non-U.S. person of common stock that is eligible for a reduced rate of
withholding tax pursuant to a tax treaty may obtain a refund of any excess
amounts currently withheld by filing an appropriate claim for refund with the
IRS.

GAIN ON DISPOSITION OF COMMON STOCK

A non-U.S. person generally will not be subject to U.S. federal income tax
on any gain realized upon the sale or other disposition of our common stock
unless:

- the gain is effectively connected with a U.S. trade or business of the
non-U.S. person (which gain, in the case of a corporate non-U.S. person,
must also be taken into account for branch profits tax purposes);

- the non-U.S. person is an individual who holds his or her common stock as
a capital asset (generally, an asset held for investment purposes) and
who is present in the U.S. for a period or periods aggregating 183 days
or more during the calendar year in which the sale or disposition occurs
and certain other conditions are met; or

- we are or have been a "United States real property holding corporation"
for U.S. federal income tax purposes at any time within the shorter of
the five-year period preceding the disposition or the holder's holding
period for our common stock. We have determined that we are not and do
not believe that we will become a "United States real property holding
corporation" for U.S. federal income tax purposes.

BACKUP WITHHOLDING AND INFORMATION REPORTING

Generally, we must report annually to the IRS the amount of dividends paid,
the name and address of the recipient, and the amount, if any, of tax withheld.
A similar report is sent to the holder. Pursuant to tax treaties or other
agreements, the IRS may make its reports available to tax authorities in the
recipient's country of residence.

Dividends paid to a non-U.S. person at an address within the U.S. may be
subject to backup withholding at a rate of 31% if the non-U.S. person fails to
establish that it is entitled to an exemption or to provide a correct taxpayer
identification number and other information to the payer. Backup withholding
generally will not apply to dividends paid to non-U.S. persons at an address
outside the U.S. on or prior to December 31, 2000 unless the payer has knowledge
that the payee is a U.S. person. Under recently finalized Treasury Regulations
regarding withholding and information reporting, payment of dividends to
non-U.S. persons at an address outside the U.S. after December 31, 2000 may be
subject to backup withholding at a rate of 31% unless such non-U.S. person
satisfies various certification requirements.

Under current Treasury Regulations, the payment of the proceeds of the
disposition of common stock to or through the U.S. office of a broker is subject
to information reporting and backup withholding at a rate of 31% unless the
holder certifies its non-U.S. status under penalties of perjury or otherwise
establishes an exemption. Generally, the payment of the proceeds of the
disposition by a non-U.S. person of common stock outside the U.S. to or through
a foreign office of a broker will not be subject to backup withholding but will
be subject to information reporting requirements if the broker is:

- a U.S. person;

- a "controlled foreign corporation" for U.S. federal income tax purposes;
or

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- a foreign person 50% or more of whose gross income for certain periods is
from the conduct of a U.S. trade or business

unless the broker has documentary evidence in its files of the holder's non-U.S.
status and certain other conditions are met, or the holder otherwise establishes
an exemption. Neither backup withholding nor information reporting generally
will apply to a payment of the proceeds of a disposition of common stock by or
through a foreign office of a foreign broker not subject to the preceding
sentence.

In general, the recently promulgated final Treasury Regulations, described
above, do not significantly alter the substantive withholding and information
reporting requirements but would alter the procedures for claiming benefits of
an income tax treaty and change the certifications procedures relating to the
receipt by intermediaries of payments on behalf of the beneficial owner of
shares of common stock. Non-U.S. persons should consult their tax advisors
regarding the effect, if any, of those final Treasury Regulations on an
investment in our common stock. Those final Treasury Regulations generally are
effective for payments made after December 31, 2000.

Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained, provided that the required information is furnished to the IRS.

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UNDERWRITING

Subject to the terms and conditions stated in the underwriting agreement to
be dated the date of the final prospectus, each of the underwriters named below
has severally agreed to purchase, and we have agreed to sell to the
underwriters, the number of shares set forth opposite the name of each
underwriter below:

<TABLE>
<CAPTION>
NUMBER
NAME OF SHARES
---- ---------
<S> <C>
Salomon Smith Barney Inc. ..................................
U.S. Bancorp Piper Jaffray Inc. ............................
SG Cowen Securities Corporation.............................

---------
Total............................................. 4,750,000
=========
</TABLE>

The underwriting agreement provides that the obligations of the several
underwriters to purchase the shares included in this offering are subject to
approval of particular legal matters by counsel and to other conditions. The
underwriters are obligated to purchase all of the shares, other than those
covered by their over-allotment option described below, if they purchase any of
the shares.

The underwriters, for whom Salomon Smith Barney Inc., U.S. Bancorp Piper
Jaffray Inc. and SG Cowen Securities Corporation are acting as representatives,
propose to offer some of the shares directly to the public at the public
offering price set forth on the cover page of this prospectus and some of the
shares to various dealers at the public offering price less a concession not
exceeding $ per share. The underwriters may allow, and these dealers may
reallow, a discount not exceeding $ per share on sales to various other
dealers. If all the shares are not sold at the initial offering price, the
underwriters may change the public offering price and other selling terms. The
representatives have advised us that the underwriters do not intend to confirm
any sales to any accounts over which they exercise discretionary authority.

We have granted to the underwriters an option, exercisable for 30 days from
the date of this prospectus, to purchase up to 712,500 additional shares of our
common stock at the public offering price less the underwriting discount. The
underwriters may exercise this option solely for the purpose of covering
over-allotments, if any, in connection with this offering. To the extent this
option is exercised, each underwriter will be obligated, subject to some
conditions, to purchase a number of additional shares approximately
proportionate to each underwriter's initial purchase commitment.

At our request, the underwriters will reserve up to 237,500 shares of our
common stock to be sold, at the initial public offering price, to our directors,
officers and employees, as well as to some of our customers and suppliers and
other persons associated with us. This directed share program will be
administered by Salomon Smith Barney Inc. The number of shares of common stock
available for sale to the general public will be reduced to the extent these
individuals purchase reserved shares. Any reserved shares which are not so
purchased will be offered by the underwriters to the general public on the same
basis as the other shares offered by this prospectus. We have agreed to
indemnify the underwriters against certain liabilities and expenses, including
liabilities under the Securities Act of 1933, in connection with sales of the
directed shares.

We, our officers and directors and holders of substantially all of our
existing shares have agreed that, for a period of 180 days from the date of this
prospectus, they will not, without the prior written consent of Salomon Smith
Barney Inc., dispose of or hedge any shares of our common stock or any
securities convertible into, or exercisable or exchangeable for, our common
stock other than, in the case of Repeater, issuances or sales of shares pursuant
to any employee stock option or stock ownership or dividend

63
<PAGE> 68

reinvestment plans of Repeater in effect at the time the underwriting agreement
is signed and common stock issuable upon conversion of securities or the
exercise of warrants outstanding at the time the underwriting agreement is
signed and, in the case of officers, directors and shareholders, shares of
common stock disposed of as bona fide gifts approved by Salomon Smith Barney
Inc. Salomon Smith Barney Inc., in its sole discretion, may release any of the
securities subject to these lock-up agreements at any time without notice. The
release of any lock-up is considered on a case by case basis. Factors in
deciding whether to release shares may include the length of time before the
lock-up expires, the number of shares involved, the reason for the requested
release, market conditions, the trading price of our common stock, historical
trading volumes of our common stock and whether the person seeking the release
is an officer, director or affiliate of Repeater.

Prior to this offering, there has been no public market for our common
stock. Consequently, the initial offering price for the shares will be
determined by negotiation among us and the representatives. Among the factors
considered in determining the initial public offering price will be:

- our record of operation;

- our current financial condition;

- our future prospects;

- our markets;

- the economic conditions in and future prospects for the industry in which
we compete;

- our management; and

- currently prevailing general conditions in the equity securities markets,
including current market valuations of publicly traded companies
considered comparable to us.

The prices at which the shares will sell in the public market after this
offering may, however, be lower than the price at which they are sold by the
underwriters. Additionally, an active trading market in our common stock may not
develop and continue after this offering.

We have applied to have our common shares included for quotation on the
Nasdaq Stock Market's National Market under the symbol "RPTR."

The following table shows the underwriting discount that we will pay to the
underwriters in connection with this offering. These amounts are shown assuming
both no exercise and full exercise of the underwriters' option to purchase
additional shares of common stock.

<TABLE>
<CAPTION>
NO EXERCISE FULL EXERCISE
----------- -------------
<S> <C> <C>
Per share........................................... $ $
Total............................................... $ $
</TABLE>

We estimate that our total expenses for this offering, excluding the
underwriting discount, will be $2,051,000.

The expenses consist of the following:

- an SEC registration fee of $14,421;

- an NASD filing fee of $5,963;

- a Nasdaq application fee of $95,000;

- estimated printing and engraving expenses of $275,000;

- estimated legal fees and expenses of $600,000;

- estimated accounting fees and expenses of $1,000,000;

64
<PAGE> 69

- estimated transfer agent and registrar fees of $50,000; and

- estimated blue sky qualification and miscellaneous fees and expenses of
$10,616.

CIBC World Markets Corp. has been paid $350,000 and is expected to be
included as a member of the underwriting syndicate for the offering in
consideration for the termination of an engagement letter for the provision of
financial advisory services.

In connection with this offering, Salomon Smith Barney Inc., on behalf of
the underwriters, may purchase and sell shares of common stock in the open
market. These transactions may include over-allotment, syndicate covering
transactions and stabilizing transactions. Over-allotment involves syndicate
sales of common stock in excess of the number of shares to be purchased by the
underwriters in this offering, which creates a syndicate short position.
Syndicate covering transactions involve purchases of our common stock in the
open market after the distribution has been completed in order to cover
syndicate short positions. Stabilizing transactions consist of certain bids for
or purchases of common stock made to prevent or retard a decline in the market
price of the common stock while this offering is in progress.

The underwriters may also impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when
Salomon Smith Barney Inc., in covering syndicate short positions or making
stabilizing purchases, repurchases common stock originally sold by that
syndicate member.

Any of these activities may cause the price of our common stock to be
higher than it would otherwise be in the open market in the absence of such
transactions. Salomon Smith Barney Inc. may effect these transactions on the
Nasdaq National Market or in the over-the-counter market, or otherwise and may
discontinue them at any time.

A prospectus in electronic format may be made available on the websites
maintained by one or more of the underwriters. The underwriters may agree to
allocate a number of shares to underwriters for sale to their online brokerage
account holders. The representatives will allocate shares to underwriters that
may make Internet distributions on the same basis as other allocations.

The representatives or their respective affiliates may in the future
perform various investment banking and advisory services for us from time to
time, for which they will receive customary fees. The representatives may, from
time to time, engage in transactions with and perform services for us in the
ordinary course of business.

We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the underwriters may be required to make with respect to any of those
liabilities.

LEGAL MATTERS

The validity of our common stock related to this offering will be passed
upon for us by Cooley Godward LLP, Palo Alto, California and will be passed upon
for the underwriters by Shearman & Sterling, Menlo Park, California. An
investment partnership of Cooley Godward attorneys and specialists beneficially
own an aggregate of 17,850 shares of our common stock.

EXPERTS

The financial statements of Repeater Technologies, Inc. as of March 27,
1998, March 26, 1999 and December 24, 1999 and for each of the three years in
the period ended March 26, 1999 and for the nine months ended December 24, 1999
included in this Prospectus have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

65
<PAGE> 70

The financial statements of The Gwydion Company, LLC as of December 31,
1998 and September 30, 1999 and for the year ended December 31, 1998, for the
nine months ended September 30, 1999 and for the period from December 6, 1996
(date of inception) to September 30, 1999 included in this prospectus have been
so included in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

CHANGE IN INDEPENDENT ACCOUNTANTS

On January 12, 2000, we engaged PricewaterhouseCoopers LLP as our
independent accountants to replace Ernst & Young LLP, who we dismissed as our
independent accountants effective January 10, 2000. The decision to change
accountants was approved by our Board of Directors upon the recommendation of
the audit committee.

The reports of Ernst & Young on our financial statements for the 1997, 1998
and 1999 fiscal years, which are not included herein and are not made part of
the registration statement, did not contain any adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles. In connection with the audits of our financial statements
for the fiscal years ended March 31, 1997, March 31, 1998 and March 31, 1999 and
in the subsequent interim period preceding the dismissal of Ernst & Young, there
were no disagreements with Ernst & Young on any matters of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure
which, if not resolved to the satisfaction of Ernst & Young would have caused
Ernst & Young to make a reference to the matter in their report. During the two
most recent fiscal years and subsequent interim period preceding the dismissal
of Ernst & Young, we have not been advised of any matters described in
Regulation S-K, Item 304(a)(1)(v) of the Securities Act. We requested that Ernst
& Young furnish us with a letter addressed to the SEC stating whether or not
they agree with the above statements. A copy of such letter is filed as an
exhibit to the registration statement which includes this prospectus.

Prior to engaging PricewaterhouseCoopers LLP as our new independent
accountants:

- we did not request any advice from PricewaterhouseCoopers LLP regarding
any matter related to accounting practice or accounting principles; and

- we did not consult with PricewaterhouseCoopers LLP regarding the type of
audit opinion that might be rendered by them or items that were or should
have been subject to the AICPA's Statement on Auditing Standards No. 50,
"Reports on the Application of Accounting Principles."

We have requested that PricewaterhouseCoopers LLP review the above
disclosures regarding our change in accountants and have given them the
opportunity to furnish us with a letter addressed to the SEC in which
PricewaterhouseCoopers LLP may include new information, clarify our statements
on the change in accountants or disclose the respects in which they disagree
with the statements made by us in this prospectus regarding our change in
accountants. If PricewaterhouseCoopers LLP elects to submit such a letter to the
SEC, we will file the letter as an exhibit to the registration statement when
received.

66
<PAGE> 71

ADDITIONAL INFORMATION

We have filed a registration statement on Form S-1 with the SEC under the
Securities Act with respect to the shares offered in this offering. This
prospectus, which constitutes a part of the registration statement, does not
contain all the information set forth in the registration statement, parts of
which are omitted as permitted by the rules and regulations of the Commission.
For further information pertaining to us and our common stock, we refer you to
our registration statement and the exhibits and schedules thereto, copies of
which may be inspected without charge at the public reference section of the
Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain information on the operation of the public reference room
by calling the SEC at 1 800 SEC-0330. Copies of all or any portion of the
registration statement may be obtained from the SEC at prescribed rates. In
addition, the SEC maintains a web site that contains reports and other
information that is filed through the Commission's EDGAR System. The web site
can be accessed at http://www.sec.gov.

We intend to furnish our stockholders with annual reports containing
audited financial statements and an opinion thereon expressed by independent
certified public accountants. We also intend to furnish other reports as we may
determine or as required by law.

67
<PAGE> 72

INDEX TO FINANCIAL STATEMENTS

REPEATER TECHNOLOGIES, INC.

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants........................... F-2
Consolidated Balance Sheets................................. F-3
Consolidated Statements of Operations....................... F-4
Consolidated Statement of Stockholders' Equity (Deficit).... F-5
Consolidated Statements of Cash Flows....................... F-6
Notes to Consolidated Financial Statements.................. F-7
</TABLE>

THE GWYDION COMPANY, LLC

(A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants........................... F-25
Balance Sheets.............................................. F-26
Statements of Operations.................................... F-27
Statements of Members' Deficit.............................. F-28
Statements of Cash Flows.................................... F-29
Notes to Financial Statements............................... F-30
</TABLE>

PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Unaudited Pro Forma Combined Condensed Statements of
Operations................................................ F-33
Notes to the Unaudited Pro Forma Combined Condensed
Statements of Operations.................................. F-36
</TABLE>

F-1
<PAGE> 73

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders

of Repeater Technologies, Inc.

The reincorporation described in Note 13 to the consolidated financial
statements has not been consummated at April 14, 2000. When it has been
consummated, we will be in a position to furnish the following report:

"In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of stockholders' equity (deficit)
and of cash flows present fairly, in all material respects, the financial
position of Repeater Technologies, Inc. and its subsidiary at March 27, 1998,
March 26, 1999 and December 24, 1999 and the results of their operations and
their cash flows for each of the three years in the period ended March 26, 1999
and for the nine months ended December 24, 1999 in conformity with accounting
principles generally accepted in the United States. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above."

PricewaterhouseCoopers LLP

San Jose, California

April , 2000

F-2
<PAGE> 74

REPEATER TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

ASSETS

<TABLE>
<CAPTION>
PRO FORMA
MARCH 27, MARCH 26, DECEMBER 24, DECEMBER 24,
1998 1999 1999 1999
--------- --------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents....................... $ 8,102 $ 10,358 $ 8,591 $ 10,772
Accounts receivable, net of allowance for
doubtful accounts of $178, $820 and $225 at
March 27, 1998, March 26, 1999 and December
24, 1999, respectively....................... 885 1,822 3,685 3,685
Inventories, net................................ 2,770 2,640 2,213 2,213
Other current assets............................ 82 103 204 204
-------- -------- -------- --------
Total current assets.................... 11,839 14,923 14,693 16,874
Service parts, net................................ 317 295 304 304
Property and equipment, net....................... 1,571 1,848 1,960 1,960
Intangible assets, net............................ -- -- 32 32
Other assets...................................... 60 136 156 156
-------- -------- -------- --------
Total assets............................ $ 13,787 $ 17,202 $ 17,145 $ 19,326
======== ======== ======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Bank line of credit............................. $ 234 $ -- $ -- $ --
Accounts payable................................ 2,123 1,422 3,068 3,068
Accrued compensation............................ 483 537 664 664
Other accrued liabilities....................... 714 934 1,060 1,060
Current portion of notes payable................ 645 140 1,348 1,348
Current portion of capital lease obligations.... 284 311 515 515
-------- -------- -------- --------
Total current liabilities............... 4,483 3,344 6,655 6,655
Notes payable, net of current portion............. 214 -- 3,200 3,200
Capital lease obligations, net of current
portion......................................... 451 501 510 510
Convertible subordinated debentures............... -- 15,000 15,000 --
-------- -------- -------- --------
Total liabilities....................... 5,148 18,845 25,365 10,365
-------- -------- -------- --------
Commitments (note 4)
Stockholders' equity (deficit):
Convertible preferred stock, $0.001 par value;
10,910,077 shares authorized at March 27,
1998 and 14,210,077 shares authorized at
March 26, 1999 and December 24, 1999;
9,874,691, issued and outstanding; none
issued and outstanding pro forma............. 10 10 10 --
Common Stock, $0.001 par value; 30,000,000
shares authorized; 2,404,058, 2,407,063 and
3,173,749 shares issued and outstanding at
March 27, 1998, March 26, 1999, and December
24, 1999, respectively; and 17,087,449 pro
forma........................................ 2 2 3 17
Additional paid in capital...................... 38,892 39,935 54,451 71,628
Unearned stock-based compensation............... -- (755) (12,478) (12,478)
Accumulated deficit............................. (30,265) (40,835) (50,206) (50,206)
-------- -------- -------- --------
Total stockholders' equity (deficit).... 8,639 (1,643) (8,220) 8,961
-------- -------- -------- --------
Total liabilities and stockholders'
equity (deficit)...................... $ 13,787 $ 17,202 $ 17,145 $ 19,326
======== ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-3
<PAGE> 75

REPEATER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEARS ENDED NINE MONTHS ENDED
--------------------------------- ---------------------------
MARCH 31, MARCH 27, MARCH 26, DECEMBER 25, DECEMBER 24,
1997 1998 1999 1998 1999
--------- --------- --------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net revenues............................. $10,581 $ 7,770 $ 9,612 $ 7,688 $ 12,321
Cost of revenues......................... 9,355 8,807 8,883 7,001 8,728
------- -------- -------- ------- --------
Gross profit (loss)...................... 1,226 (1,037) 729 687 3,593
------- -------- -------- ------- --------
Operating expenses:
Research and development............... 3,135 6,214 4,258 3,171 4,235
Sales and marketing.................... 2,829 3,936 4,514 3,255 4,748
General and administrative............. 1,199 1,520 2,227 1,654 1,991
In-process research and development.... -- -- -- -- 885
------- -------- -------- ------- --------
Total operating expenses....... 7,163 11,670 10,999 8,080 11,859
------- -------- -------- ------- --------
Loss from operations..................... (5,937) (12,707) (10,270) (7,393) (8,266)
Other income (expense), net.............. (36) 79 (300) 46 (1,104)
------- -------- -------- ------- --------
Net loss................................. $(5,973) $(12,628) $(10,570) $(7,347) $ (9,370)
======= ======== ======== ======= ========
Net loss per common share -- basic and
diluted................................ $ (3.16) $ (5.31) $ (4.47) $ (3.10) $ (3.82)
======= ======== ======== ======= ========
Shares used in net loss per common share
calculation -- basic and diluted....... 1,893 2,376 2,367 2,367 2,453
======= ======== ======== ======= ========
Pro forma net loss per common
share -- basic and diluted (note 11)... $ (0.78) $ (0.61)
======== ========
Shares used in pro forma net loss per
common share calculation -- basic and
diluted (unaudited)(note 11)........... 13,500 15,297
======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE> 76

REPEATER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED MARCH 31, 1997, MARCH 27, 1998, MARCH 26, 1999 AND
NINE MONTHS ENDED DECEMBER 24, 1999
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
CONVERTIBLE TOTAL
PREFERRED STOCK COMMON STOCK ADDITIONAL UNEARNED STOCKHOLDERS'
-------------------- ------------------ PAID-IN STOCK-BASED ACCUMULATED EQUITY
SHARES AMOUNT SHARES AMOUNT CAPITAL COMPENSATION DEFICIT (DEFICIT)
---------- ------- --------- ------ ---------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at April 1, 1996... 3,500,283 $ 4 151,250 $ -- $15,697 $ -- $(11,664) $ 4,037
Issuance of Series BB
convertible preferred
stock, less issuance costs
of $49.................... 3,085,978 3 -- -- 8,097 -- -- 8,100
Conversion of bridge notes
into Series BB convertible
preferred stock........... 321,970 -- -- -- 849 -- -- 849
Conversion of Series A, B, C
and D convertible
preferred stock to common
stock..................... (2,274,815) (2) 2,274,815 2 -- -- -- --
Exercise of stock options,
net of repurchases........ -- -- 157 -- -- -- -- --
Issuance of common stock
from exercise of
warrants.................. -- -- 2,764 -- -- -- -- --
Net loss.................... -- -- -- -- -- -- (5,973) (5,973)
---------- ------- --------- ------ ------- -------- -------- --------
Balances at March 31,
1997...................... 4,633,416 5 2,428,986 2 24,643 -- (17,637) 7,013
Issuance of Series BB
convertible preferred
stock, less issuance costs
of $17.................... 838,368 1 -- -- 2,195 -- -- 2,196
Issuance of Series CC
convertible preferred
stock, less issuance costs
of $37.................... 4,402,907 4 -- -- 12,067 -- -- 12,071
Repurchase of common stock
under stock option plan,
net of exercise of stock
options................... -- -- (25,384) -- (13) -- -- (13)
Issuance of common stock
from exercise of
warrants.................. -- -- 456 -- -- -- -- --
Net loss.................... -- -- -- -- -- -- (12,628) (12,628)
---------- ------- --------- ------ ------- -------- -------- --------
Balances at March 27,
1998...................... 9,874,691 10 2,404,058 2 38,892 -- (30,265) 8,639
Exercise of stock options... -- -- 2,430 -- 1 -- -- 1
Issuance of common stock
under license agreement... -- -- 575 -- 1 -- -- 1
Unearned stock-based
compensation.............. -- -- -- -- 1,041 (1,041) -- --
Amortization of unearned
stock-based
compensation.............. -- -- -- -- -- 286 -- 286
Net loss.................... -- -- -- -- -- (10,570) (10,570)
---------- ------- --------- ------ ------- -------- -------- --------
Balances at March 26,
1999...................... 9,874,691 10 2,407,063 2 39,935 (755) (40,835) (1,643)
Exercise of stock options,
net of repurchases........ -- -- 193,352 -- 61 -- -- 61
Issuance of common stock for
acquisition............... -- -- 573,334 1 6,340 (6,341) -- --
Issuance of warrants in
connection with line of
credit.................... -- -- -- -- 542 -- -- 542
Unearned stock-based
compensation.............. -- -- -- -- 7,572 (7,572) -- --
Amortization of unearned
stock-based
compensation.............. -- -- -- -- -- 2,190 -- 2,190
Net loss.................... -- -- -- -- -- -- (9,370) (9,370)
---------- ------- --------- ------ ------- -------- -------- --------
Balances at December 24,
1999...................... 9,874,691 $ 10 3,173,749 $ 3 $54,451 $(12,478) $(50,206) $ (8,220)
========== ======= ========= ====== ======= ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE> 77

REPEATER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

<TABLE>
<CAPTION>
YEARS ENDED NINE MONTHS ENDED
----------------------------------- ----------------------------
MARCH 31, MARCH 27, MARCH 26, DECEMBER 25, DECEMBER 24,
1997 1998 1999 1998 1999
--------- --------- --------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(5,973) $(12,628) $(10,570) $(7,347) $ (9,370)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization........................... 548 738 929 665 749
Provision for losses on accounts receivable............. -- 142 713 40 66
Provision for writedowns on inventories................. 523 1,100 565 378 339
Issuance of equity instruments under license
agreement............................................. -- -- 1 -- --
Amortization of unearned stock-based compensation....... -- -- 286 166 2,190
Amortization of debt issuance costs..................... -- -- -- -- 12
Amortization of debt discount........................... -- -- -- 90
In process research and development..................... -- -- -- -- 885
Changes in operating assets and liabilities, net of
acquisitions:
Accounts receivable................................... (971) 1,568 (2,252) (988) (2,404)
Inventories........................................... 74 (1,273) 335 405 496
Other current assets.................................. (16) 37 (21) 8 (32)
Service parts......................................... (82) (133) (347) (152) (160)
Other assets.......................................... (9) (8) (76) (58) (32)
Accounts payable...................................... 1,063 150 (701) (810) 1,547
Accrued compensation.................................. 70 10 54 67 126
Other accrued liabilities............................. 399 445 220 (102) 125
------- -------- -------- ------- --------
Net cash used in operating activities............. (4,374) (9,852) (10,864) (7,728) (5,373)
------- -------- -------- ------- --------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of property and equipment...................... (509) (105) (554) (431) (118)
------- -------- -------- ------- --------
Net cash used in investing activities............. (509) (105) (554) (431) (118)
------- -------- -------- ------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank line of credit....................... 1,100 405 1,151 1,151 --
Principal payments on bank line of credit............... (600) (1,171) (1,386) (1,386) --
Proceeds from notes payable............................. -- -- -- -- 5,000
Principal payments on notes payable..................... -- (136) (564) (503) (140)
Proceeds from bridge notes.............................. 849 -- -- -- --
Payments on capital lease obligations................... (177) (259) (528) (355) (443)
Proceeds from convertible subordinated debentures....... -- -- 15,000 15,000 --
Proceeds from issuance of convertible preferred stock
and warrants, less issuance costs..................... 8,100 14,267 -- -- --
Payment for acquired business........................... -- -- -- -- (754)
Net issuances (repurchase) of common stock.............. -- (13) 1 1 61
------- -------- -------- ------- --------
Net cash provided by financing activities......... 9,272 13,093 13,674 13,908 3,724
------- -------- -------- ------- --------
Net increase/(decrease) in cash and cash equivalents...... 4,389 3,136 2,256 5,749 (1,767)
Cash and cash equivalents at beginning of the year........ 577 4,966 8,102 8,102 10,358
------- -------- -------- ------- --------
Cash and cash equivalents at end of the year.............. $ 4,966 $ 8,102 $ 10,358 $13,851 $ 8,591
======= ======== ======== ======= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest................ $ 104 $ 158 $ 579 $ 579 $ 1,187
Taxes paid.............................................. $ -- $ -- $ -- $ -- $ --
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Equipment purchased under capital lease obligations..... $ 468 $ 475 $ 465 $ 340 $ 579
Conversion of accrued liabilities and accounts payable
to notes payable...................................... $ -- $ 995 $ -- $ -- $ --
Conversion of Series A, B, C and D convertible preferred
stock to common stock................................. $ 8,843 $ -- $ -- $ -- $ --
Conversion of bridge notes to Series BB convertible
preferred stock....................................... $ 849 $ -- $ -- $ -- $ --
Issuance of shares for acquired business................ $ -- $ -- $ -- $ -- $ 6,072
Issuance of warrants with notes payable................. $ -- $ -- $ -- $ -- $ 542
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-6
<PAGE> 78

REPEATER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION AND BASIS OF PRESENTATION

Repeater Technologies, Inc. (the "Company"), formerly Peninsula Wireless
Communications, was formed in October 1983. The Company's name was changed to
Repeater Technologies, Inc. in January 1997. The Company's principal activity is
the development, marketing and selling of products primarily for CDMA-based
wireless communications networks.

UNAUDITED INTERIM RESULTS

The accompanying statements of operations and of cash flows for the nine
months ended December 25, 1998 are unaudited. The unaudited interim financial
statements have been prepared on the same basis as the annual financial
statements and, in the opinion of management, reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly the
Company's financial position and its results of operations and its cash flows
for the nine months ended December 25, 1998. The financial data and other
information disclosed in these notes to financial statements related to these
periods are unaudited.

FISCAL YEAR

The Company ends its fiscal year on the last Friday in March.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

CONCENTRATION OF CREDIT RISK

The Company's cash and cash equivalents are maintained at a major US
financial institution. Deposits in this institution may exceed the amount of
insurance provided on such deposits.

The Company's customers are providers of wireless communications services.
The Company performs periodic credit evaluations of these customers and
generally does not require collateral for its domestic customers. For
international customers, the Company requires letters of credit prior to
shipment or obtains credit insurance for sales on open accounts. The Company
maintains reserves for potential credit losses and such losses have historically
been within management's expectations.

During the year ended March 31, 1997 one customer accounted for 38% of net
revenues. During the year ended March 27, 1998 two customers accounted for 18%
and 15% of net revenues, respectively. During the year ended March 26, 1999 one
customer accounted for 11% of net revenues. During the period ended December 25,
1998 two customers each accounted for 10% of net revenues. During the period
ended December 24, 1999 two customers accounted for 15% and 12% of net revenues,
respectively.

As of March 27, 1998 two customers accounted for 47% and 15% of total
receivables, respectively. As of March 26, 1999 one customer accounted for 25%
of total receivables. As of December 24, 1999 three customers accounted for 20%,
10% and 10% of total receivables, respectively.

IMPAIRMENT OF LONG-LIVED ASSETS

In accordance with Statement of Financial Accounting Standards ("SFAS") No.
121; Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of; the Company regularly

F-7
<PAGE> 79
REPEATER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

evaluates its long-lived assets for indicators of possible impairment by
comparison of the carrying amounts to undiscounted estimated cash flows to be
generated by such assets. Should an impairment exist, the impairment loss would
be measured based on the excess carrying value of the asset over the asset's
fair value or discounted estimates of future cash flows. The Company has not
identified any such impairment losses to date.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of financial instruments, including accounts receivable and
accounts payable, approximate their carrying value due to their relatively short
maturities. The fair values of equipment financing notes payable and convertible
subordinate debentures were estimated using discounted cash flow analysis, based
on the Company's current incremental borrowing rate for similar types of
borrowing arrangements and approximate their carrying values.

OTHER COMPREHENSIVE INCOME

The Company has adopted the provisions of SFAS 130, "Reporting
Comprehensive Income". The Company has no items of other comprehensive income in
the years presented and therefore net loss equals total comprehensive income.

SEGMENTS

The Company follows SFAS 131, "Disclosures about Segments of an Enterprise
and Related Information." The Company operates in one segment, using one
measurement of profitability to manage its business. All long-lived assets are
maintained in the United States.

Net revenues through December 24, 1999 have primarily been derived from the
sale of outdoor wireless service coverage products. Export sales accounted for
70%, 61%, 42%, 43% and 28% of net revenues during the years ended March 31,
1997, March 27, 1998 and March 26, 1999 and nine month periods ended December
25, 1998 and December 24, 1999, respectively. Sales to customers in Asia, South
America and Canada as a percentage of net revenues are as follows:

ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company accounts for stock-based employee compensation arrangements in
accordance with provisions of Accounting Principles Board Opinion No. 25,
"Accounting for Stock issued to Employees" ("APB 25") and Financial Accounting
Standards Board Interpretation No. 28, "Accounting for Stock Appreciation Rights
and Other Variable Stock Option or Award Plan" ("FIN 28") and complies with the
disclosure provisions of SFAS 123, "Accounting for Stock-Based Compensation".

Under APB 25, compensation expense for grants to employees is based on the
difference, if any, on the date of the grant, between the fair value of the
Company's stock and the exercise price. SFAS 123 defines a "fair value" based
method of accounting for an employee stock option or similar equity investment.
The pro forma disclosures of the difference between compensation expense
included in net loss and the related cost measured by the fair value method are
presented in Note 6.

F-8
<PAGE> 80
REPEATER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original
maturity of three months or less at the time of purchase to be cash equivalents.

INVENTORIES

Inventories are stated at the lower of cost or market, with cost determined
using the FIFO (first-in, first-out) method. Appropriate allowances are made to
reduce the value of inventories to net realizable value, where this is below
cost. This may occur where the Company determines that inventories may be slow
moving or obsolete.

SERVICE PARTS

Parts used for servicing installed equipment are stated at cost and
depreciation is computed over the estimated useful life of three years.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and amortization is
computed using the straight-line method over the shorter of the estimated useful
lives of the assets, generally three to five years, or the lease term. Gains and
losses upon asset disposal are taken into income in the year of disposition.
Maintenance and repairs are charged to operations as incurred.

INTANGIBLE ASSETS

Intangible assets primarily consist of acquired workforce related to the
acquisition of the assets of The Gwydion Company LLC and are amortized on a
straight-line basis to operations over 3 years.

REVENUE RECOGNITION

Revenue is recognized upon shipment or delivery to the customer, depending
upon the terms of the sale, where there is a purchase order or a sales agreement
and collectibility of the resulting receivable is probable. Training and
installation revenues are recognized when these services are performed. At the
time of sale, the Company provides for the estimated costs of meeting product
warranty obligations.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development costs are expensed as incurred.

INCOME TAXES

The Company accounts for income taxes under the asset and liability method.
Deferred tax assets and liabilities are recognized for the tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases, and operating
loss carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in the tax rates is
recognized in income in the period that includes the enactment date. A valuation
allowance is recorded for loss carryforwards and other deferred tax assets where
it is more likely than not that such loss carryforwards and deferred tax assets
will not be realized.

F-9
<PAGE> 81
REPEATER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

PRINCIPLES OF CONSOLIDATION

In April 1999, the Company incorporated Repeater Technologies-America do
Sul S/C LTDA, a majority-owned subsidiary in Brazil. Repeater
Technologies-America do Sul's principal activity is sales and sales support for
the Brazilian market.

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiary. All significant intercompany accounts and
transactions have been eliminated.

NET LOSS PER COMMON SHARE

Basic net loss per share is computed by dividing net loss available to
common stockholders by the weighted average number of vested common shares
outstanding for the period. Diluted net loss per share is computed giving effect
to all dilutive potential common shares, including options, warrants,
convertible subordinated debentures and convertible preferred stock. Options,
warrants, convertible subordinated debentures and convertible preferred stock
were not included in the computation of diluted net loss per share for the years
ended March 31, 1997, March 27, 1998 and March 26, 1999 and for the nine months
ended December 25, 1998 and December 24, 1999 because the effect would be
antidilutive. A reconciliation of the numerator and denominator used in the
calculation of historical basic and diluted net loss per share follows (in
thousands, except per share data):

F-10
<PAGE> 82
REPEATER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

ANTIDILUTIVE SECURITIES

The following securities have not been included in the computation of
diluted net loss per share as they are antidilutive:

<TABLE>
<CAPTION>
YEARS ENDED NINE MONTHS ENDED
-------------------------------------- ---------------------------
MARCH 31, MARCH 27, MARCH 26, DECEMBER 25, DECEMBER 24,
1997 1998 1999 1998 1999
---------- ----------- ----------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Convertible preferred stock
(after effect of antidilutive
provision)..................... 4,633,436 10,117,088 10,117,088 10,117,088 10,117,088
Options outstanding to purchase
common stock................... 1,187,993 2,392,436 2,702,367 2,585,437 3,044,176
Warrants outstanding to purchase
common stock................... 253,390 252,937 252,937 252,937 252,937
Warrants outstanding to purchase
Series BB convertible preferred
stock.......................... -- 835,352 835,352 835,352 835,352
Warrants outstanding to purchase
Series DD convertible preferred
stock.......................... -- -- 3,955 -- 103,955
</TABLE>

RECENT ACCOUNTING PRONOUNCEMENTS

In March 1998, the Accounting Standards Executive Committee ("AcSEC")
issued Statement of Position No. 98-1, or SOP 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use" which provides
guidance on accounting for the cost of computer software developed or obtained
for internal use. SOP 98-1 is effective for financial statements for fiscal
years beginning after December 15, 1998. Adoption of SOP 98-1 did not have a
material impact on its results of operations.

In June 1998, the Financial Accounting Standards Board issued SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS 133
establishes new standards of accounting and reporting for derivative instruments
and hedging activities. SFAS 133 requires that all derivatives be recognized at
fair value in the statement of financial position, and that the corresponding
gains or losses be reported either in the statement of operations or as a
component of comprehensive income, depending on the type of hedging relationship
that exists. SFAS 133 will be effective for fiscal years beginning after June
15, 2000. The Company does not currently hold derivative instruments or engage
in hedging activities.

F-11
<PAGE> 83
REPEATER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2 -- BALANCE SHEET COMPONENTS (IN THOUSANDS):

Inventories consisted of the following:

<TABLE>
<CAPTION>
MARCH 27, MARCH 26, DECEMBER 24,
1998 1999 1999
--------- --------- ------------
<S> <C> <C> <C>
Raw materials..................................... $ 4,878 $ 3,168 $ 3,193
Work in process................................... 1,203 546 517
Finished goods.................................... 606 784 670
------- ------- -------
6,687 4,498 4,380
Less: allowance................................... (3,917) (1,858) (2,167)
------- ------- -------
$ 2,770 $ 2,640 $ 2,213
======= ======= =======
</TABLE>

Service parts consisted of the following:

<TABLE>
<S> <C> <C> <C>
Service parts..................................... $ 450 $ 596 $ 612
Less: accumulated depreciation.................... (133) (301) (308)
------- ------- -------
$ 317 $ 295 $ 304
======= ======= =======
</TABLE>

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
MARCH 27, MARCH 26, DECEMBER 24,
1998 1999 1999
--------- --------- ------------
<S> <C> <C> <C>
Computer equipment................................ $ 1,165 $ 1,643 $ 1,885
Manufacturing equipment........................... 2,787 3,279 3,667
Furniture and fixtures............................ 406 440 518
Leasehold improvements............................ 79 79 79
------- ------- -------
4,437 5,441 6,149
Less: accumulated depreciation.................... (2,866) (3,593) (4,189)
------- ------- -------
$ 1,571 $ 1,848 $ 1,960
======= ======= =======
</TABLE>

Depreciation expense was $416,000, $636,000, $810,000, $558,000, and
$596,000 for the years ended March 31, 1997, March 27, 1998 and March 26, 1999
and nine months ended December 25, 1998 and December 24, 1999, respectively.

Included as part of the property and equipment balances above:

<TABLE>
<CAPTION>
MARCH 27, MARCH 26, DECEMBER 24,
1998 1999 1999
--------- --------------- ------------
<S> <C> <C> <C>
Capital leased equipment...................... $ 1,671 $ 1,106 $ 1,686
Less: Accumulated depreciation................ (724) (828) (1,272)
------- ------- -------
$ 947 $ 278 $ 414
======= ======= =======
</TABLE>

NOTE 3 -- BANK LINE OF CREDIT:

In March 1998, the bank extended for six months its line-of-credit
agreement with the Company. Under the agreement, the Company was able to borrow
the lesser of 70% of certain accounts receivable, as defined in the agreement,
or $2,000,000. Borrowings bore interest at 3/4 of 1% above the bank's prime rate
(9.25% at March 27, 1998). Borrowings were secured by all assets of the Company,
subject to permitted liens. The Company paid all amounts due under this line of
credit during fiscal 1999. The line of credit was closed when paid.

F-12
<PAGE> 84
REPEATER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4 -- COMMITMENTS:

The Company has entered into capital lease arrangements for computer and
manufacturing equipment and furniture. The Company also leases its
administrative and manufacturing facility under an operating lease which expires
in 2004, as well as certain equipment under non-cancellable operating leases
which expire in 2001. As of December 24, 1999 future minimum lease payments
under non-cancelled capital and operating leases for years ending March 31 are
as follows:

<TABLE>
<CAPTION>
NON-CANCELLABLE
CAPITAL LEASES OPERATING LEASES
-------------- ----------------
(IN THOUSANDS)
<S> <C> <C>
2000 (3 months)......................................... $ 125 $ 155
2001.................................................... 497 624
2002.................................................... 420 635
2003.................................................... 127 646
2004.................................................... -- 485
------ ------
Total minimum lease payments.................. 1,169 $2,545
======
Less: amount representing interest...................... 144
------
Present value of minimum lease payments................. 1,025
Less: current portion................................... 515
------
Long-term portion....................................... $ 510
======
</TABLE>

Rent expense under operating leases for the years ended March 31, 1997,
March 27, 1998 and March 26, 1999 and nine months ended December 25, 1998 and
December 24, 1999 was approximately $418,000, $406,000, $476,000, $325,000 and
$525,000, respectively.

NOTE 5 -- CONVERTIBLE SUBORDINATED DEBENTURES:

The Company issued $15,000,000 in five-year convertible subordinated
debentures in November 1998. The debentures accrue interest at 8.0% per year,
payable quarterly in arrears, and mature November 25, 2003. The debentures are
convertible into Series DD convertible preferred stock at any time prior to the
maturity date at the option of the holder. In addition, the Company has the
right to convert the debentures into fully paid and nonassessable shares of
Series DD convertible preferred stock in the event that it completes a qualified
public offering at which time Series DD convertible preferred stock will
automatically convert into common stock. The conversion price for the Series DD
preferred stock in either case is $5.50 per share.

F-13
<PAGE> 85
REPEATER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6 -- STOCKHOLDERS' EQUITY:

CONVERTIBLE PREFERRED STOCK

Convertible preferred stock is issuable in series. At December 24, 1999,
preferred stock was designated, issued and outstanding as follows:

<TABLE>
<CAPTION>
PROCEEDS,
SHARES NET OF
------------------------- ISSUANCE LIQUIDATION
AUTHORIZED OUTSTANDING COSTS PREFERENCE
---------- ----------- --------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Series AA............................. 1,228,409 1,225,468 $ 6,200 $ 6,250
Series BB............................. 5,081,668 4,246,316 11,145 11,210
Series CC............................. 4,600,000 4,402,907 12,071 12,108
Series DD............................. 3,300,000 -- -- --
---------- --------- ------- -------
14,210,077 9,874,691 $29,416 $29,568
========== ========= ======= =======
</TABLE>

In June 1996, the Board of Directors authorized the conversion of each
outstanding share of Series A, Series B, Series C and Series D convertible
preferred stock into one share of common stock. Additionally, the Board
authorized a 10-for-1 reverse split of all outstanding shares of common stock
(including those issued upon conversion of the preferred stock) and reset the
authorized number of shares of common stock to 10,000,000. All share data in the
accompanying financial statements have been adjusted retroactively to give
effect to the reverse stock split.

In June 1996, the Board of Directors authorized the conversion of every ten
shares of Series E convertible preferred stock into one outstanding share of a
new series of preferred stock designated "Series AA convertible preferred
stock." Additionally, the Board authorized and issued 3,407,948 shares of a new
series of preferred stock designated "Series BB convertible preferred stock."
Participation in this financing was completed in three closings. As part of the
initial closing, the Company issued 6.84% convertible promissory notes totaling
$849,000. The notes automatically converted into Series BB convertible preferred
stock in the subsequent closings. In August 1997, the Board of Directors
authorized the issuance of approximately 838,368 additional shares of Series BB
convertible preferred stock at a price of $2.64 per share.

In November and December 1997, the Board of Directors authorized and issued
approximately 4,402,907 shares of a new series of convertible preferred stock
designated as "Series CC convertible preferred stock" at a price of $2.75 per
share. In connection with this Series CC convertible preferred stock issuance,
the Board of Directors approved an amendment to the Company's Articles of
Incorporation to increase the number of shares of convertible preferred and
common stock authorized for issuance to 10,910,077 and 18,000,000 shares,
respectively.

In connection with the designation of 3,300,000 shares of Series DD
convertible preferred stock, to be issued upon conversion of the convertible
subordinated debentures, in October 1998, the Board of Directors approved an
amendment to the Company's Articles of Incorporation to increase the number of
preferred and common stock authorized for issuance to 14,210,077 and 30,000,000
shares, respectively.

CONVERSION

Each share of Series AA, BB, CC and DD convertible preferred stock is
convertible into shares of common stock, at the option of the holder, according
to a conversion ratio, subject to adjustments in accordance with antidilution
provisions contained in the Company's Articles of Incorporation.

F-14
<PAGE> 86
REPEATER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As of December 24, 1999, the conversion ratio in effect is one share of
common stock for each share of Series BB, CC and DD convertible preferred stock,
and 1.1978 shares of common stock for each share of Series AA convertible
preferred stock.

Each share of Series AA, BB and DD convertible preferred stock
automatically converts into the number of shares of common stock into which such
shares are convertible at the then effective conversion ratio upon the
affirmative vote of at least a majority of the shares of such preferred
stockholders by series or upon the closing of a public sale of common stock at a
per share price of not less than $10 and aggregate gross proceeds of not less
than $10,000,000. Each share of Series CC convertible preferred stock
automatically converts into the number of shares of common stock into which such
shares are convertible at the then effective conversion ratio upon the
affirmative vote of at least 2/3 of the shares of such preferred stockholders or
upon the closing of a public sale of common stock at a per share price of not
less than $10 and aggregate gross proceeds of not less than $10,000,000.

DIVIDENDS

The preferred stockholders are entitled to receive non-cumulative
dividends, prior and in preference to any payment of any dividend on common
stock, when and if declared by the Board of Directors, in the amount of $0.51,
$0.26, $0.28, and $0.55 per share for Series AA, Series BB, Series CC, and
Series DD convertible preferred stock, respectively. The holders of Series AA,
BB, CC and DD convertible preferred stock will also be entitled to participate
in dividends on common stock, when and if declared by the Board of Directors,
based on the number of shares of common stock held on an as-if converted basis.
No dividends have been declared to date.

LIQUIDATION

In the event of liquidation and to the extent assets are available, the
Series AA, Series BB, Series CC, and Series DD convertible preferred
stockholders are entitled to a liquidation preference distribution of $5.10,
$2.64, $2.75, and $5.50 per share, respectively, plus declared but unpaid
dividends, before any liquidation distributions are made to common stockholders.
Additionally, the Series CC and Series DD convertible preferred stock will share
the remaining proceeds pro rata, on an as-converted to common stock basis, with
the holders of common stock.

VOTING

Each share of Series AA, BB, CC and DD convertible preferred stock has
voting rights equal to an equivalent number of shares of common stock into which
it is convertible and votes together as one class with the common stock.

As long as at least 1,187,500 shares of Series AA and Series BB, 1,500,000
shares of Series CC, and 900,000 shares of Series DD convertible preferred stock
remain outstanding, the Company must obtain approval from a majority of the
convertible preferred stockholders by class in order to alter the Articles of
Incorporation as related to convertible preferred stock, change the authorized
number of shares of common or convertible preferred stock, redeem or repurchase
any shares of common Stock other than shares subject to the right of repurchase
by the Company, authorize a dividend for any class or series of stock, authorize
or issue any equity security having a preference over, or being in parity with,
the Series AA, BB, CC and DD convertible preferred stock, or effect a
liquidation, merger, consolidation or sale of assets of the Company that results
in a transfer of 50% or more of the voting control of the Company.

Holders of Series AA, BB, CC and DD convertible preferred stock shall be
entitled to elect, one member, two members, one member and two members of the
Board of Directors, respectively. Holders of

F-15
<PAGE> 87
REPEATER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Series AA, BB, CC and DD convertible preferred stock, voting together as a
single class with the holders of common stock, shall be entitled to elect the
balance of directors, if any.

WARRANTS

In connection with the issuance of Series E convertible preferred stock, in
November 1995 and March 1997, the Company issued warrants to purchase 255,710
and 613 shares of common stock respectively at $0.10 per share. The warrants
expire in November 2000 or upon the closing of a public offering by the Company
or merger of the Company with another entity, whichever is earlier. As of March
26, 1999, warrants for 3,386 shares have been exercised and warrants for 252,937
shares remained outstanding.

In connection with the issuance of Series BB convertible preferred stock,
in August 1997, the Company issued warrants to investors for the purchase of
816,412 shares of Series BB convertible preferred stock at $2.64 per share. The
warrants expire in 2002, or upon the closing of a public offering by the Company
or merger of the Company with another entity, whichever is earlier. As of March
26, 1999, all of these warrants remained outstanding.

In July 1997, in connection with a capital lease, the Company issued
warrants to a leasing company for the purchase of 18,940 shares of Series BB
convertible preferred stock at $2.64 per share. The warrants expire in 2004. As
of March 26, 1999, all of these warrants remained outstanding

In connection with an equipment lease line of credit, the Company issued in
January 1999 warrants to purchase 3,955 shares of Series DD convertible
preferred stock at $5.50 per share. The warrants expire in 2009. As of March 26,
1999, all warrants remained outstanding.

Using the Black-Scholes method, the fair market values of the warrants
issued in conjunction with the lease were determined to be insignificant.

In July 1999, in connection with two promissory notes issued to a financial
institution, the Company issued warrants to purchase 100,000 shares of Series DD
convertible preferred stock at $5.50 per share. The warrants expire in 2006. As
of December 24, 1999, all warrants remained outstanding. These warrants were
valued using the Black-Scholes method using the same assumptions for SFAS 123
disclosures (note 6) plus a volatility factor of 50% and were recorded as debt
discount. The debt discount ($542,000) is being amortized over the term of the
promissory notes.

COMMON STOCK

Share information for all periods has been retroactively adjusted to
reflect a 10-for-1 reverse common stock split effected in June 1996.

A portion of the shares issued are subject to a right of repurchase at
original price in favor of the Company, which lapses over service period. At
December 24, 1999, shares subject to repurchase are as follows:

<TABLE>
<S> <C>
Stock option exercised but not yet vested................... 36,309
Shares issued in connection with acquisition (see Note
12)....................................................... 573,334
-------
609,643
=======
</TABLE>

FAIR VALUE OF COMMON STOCK

In the absence of a public trading market for the Company's common stock,
alternative means for determining the fair value were used by the Board of
Directors. Factors considered included the consideration received from the third
parties for the issuance of Series AA, BB, CC, and DD convertible preferred
stock of the Company, the significant liquidation, participation and other
preferences of the

F-16
<PAGE> 88
REPEATER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

holders of these preferred stocks, the financial condition of the Company,
including milestones in the development of the Company's business and the market
conditions.

RESERVED SHARES

The Company has reserved shares of common stock for future issuance as
follows:

<TABLE>
<CAPTION>
DECEMBER 24,
1999
------------
<S> <C>
Conversion of preferred stock outstanding (after effect of
antidilution provisions).................................. 10,117,088
Conversion of Series DD convertible preferred stock issuable
upon conversion of convertible subordinated debentures.... 2,727,263
Shares available for stock option grants.................... 740,523
Stock options outstanding................................... 3,044,176
Warrants outstanding to purchase common stock............... 252,937
Conversion of Series BB convertible preferred stock issuable
upon exercise of outstanding warrants..................... 835,352
Conversion of Series DD convertible preferred stock issuable
upon exercise of outstanding warrants..................... 103,955
----------
17,821,294
==========
</TABLE>

STOCK PLANS

In May 1990, the Company adopted the 1990 Incentive Stock Plan under which
shares of common stock are reserved for exercise of options to be granted to key
employees, members of the Board of Directors and consultants to the Company. As
of December 24, 1999, a total of 2,716,910 shares have been reserved for option
grants under this Plan.

In May 1993, the Company adopted the Key Executives Stock Option Plan under
which shares of common stock are reserved for exercise of options to be granted
to certain key executive employees of the Company. A total of 1,351,544 shares
have been reserved for option grants under this Plan.

The Plans permit the Company to (i) grant incentive options at 100% of fair
value at the date of grant; (ii) grant nonqualified options at 85% or greater of
fair value; and (iii) sell common stock at 85% of fair value subject to stock
purchase agreements giving the Company repurchase rights in the event of
termination. Options have a vesting period of four years from the date of grant
and are exercisable immediately. The Company has a right to repurchase all or
any of the unvested shares, at the original exercise price, in the event of
termination of employment. The options have a maximum term of ten years. Options
granted to 10% stockholders shall have a maximum term of five years.

F-17
<PAGE> 89
REPEATER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

PRO FORMA STOCK-BASED COMPENSATION

The Company has adopted the disclosure-only provisions of SFAS 123,
"Accounting for Stock-Based Compensation". Had compensation costs been
determined based on the fair value method prescribed by that statement, the
Company's net loss would have been as follows (in thousands, except per share
amounts):

Such pro forma disclosures may not be representative of future compensation
cost because options vest over several years and additional grants are made each
year. The fair value of each option grant is estimated on the date of grant
using the minimum value method with the following assumptions used for grants:

Based on the above assumptions, the weighted average minimum values per
share of options granted were approximately $0.08, $0.07, $3.90, $3.30 and $8.14
for the years ended March 31, 1997, March 27, 1998 and March 26, 1999 and the
nine month ended December 25, 1998 and December 24, 1999, respectively.

F-18
<PAGE> 90
REPEATER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes stock option activity:

<TABLE>
<CAPTION>
WEIGHTED-
SHARES AVERAGE
AVAILABLE SHARES EXERCISE PRICE
FOR GRANT OUTSTANDING PER SHARE
---------- ------------- --------------
<S> <C> <C> <C>
Balance at March 31, 1996.................... 404,385 243,508 $0.50
Additional shares reserved................... 1,067,394 -- --
Shares repurchased........................... 2,208 -- $0.50
Granted...................................... (946,850) 946,850 $0.30
Exercised.................................... -- (2,365) $0.36
Canceled..................................... -- -- --
---------- --------- -----
Balance at March 31, 1997.................... 527,137 1,187,993 $0.34
Additional shares reserved................... 1,239,967 -- --
Shares repurchased........................... 30,039 -- $0.50
Granted...................................... (1,216,600) 1,216,600 $0.30
Exercised.................................... -- (4,655) $0.34
Canceled..................................... 7,502 (7,502) $0.40
---------- --------- -----
Balance at March 27, 1998.................... 588,045 2,392,436 $0.32
Additional shares reserved................... -- -- --
Granted...................................... (489,320) 489,320 $2.18
Exercised.................................... -- (2,430) $0.42
Canceled..................................... 176,959 (176,959) $0.57
---------- --------- -----
Balance at March 26, 1999.................... 275,684 2,702,367 $0.64
Additional shares reserved................... 1,000,000 -- --
Granted...................................... (1,060,900) 1,060,900 $3.00
Exercised.................................... -- (193,352) $0.32
Canceled..................................... 525,739 (525,739) $1.01
---------- --------- -----
Balance at December 24, 1999................. 740,523 3,044,176 $1.42
========== ========= =====
</TABLE>

The following table summarizes information relating to stock options
outstanding at December 24, 1999:

<TABLE>
<CAPTION>
WEIGHTED-
AVERAGE
OPTIONS REMAINING
OUTSTANDING AND CONTRACTUAL
OPTION EXERCISE PRICE EXERCISABLE LIFE (IN YEARS)
--------------------- --------------- ---------------
<S> <C> <C>
$0.30................................................... 1,492,825 7.59
$0.50................................................... 216,371 4.84
$1.00................................................... 68,500 8.72
$2.00................................................... 100,000 8.72
$3.00................................................... 1,166,480 9.71
- ----- ------------- ----------
$1.42 (weighted average)................................ 3,044,176 8.25
- ----- ------------- ----------
- ----- ------------- ----------
</TABLE>

As of December 24, 1999, approximately 879,054 options outstanding were
vested, and approximately 36,309 unvested options had been exercised and were
subject to the Company's repurchase rights.

F-19
<PAGE> 91
REPEATER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

STOCK-BASED COMPENSATION

During the year ended March 26, 1999 and the nine months ended December 24,
1999, the Company recorded $1,041,000 and $7,572,000 of unearned stock-based
compensation for the excess of the deemed fair market value over the exercise
price at the date of grant. The compensation expense is being recognized over
the option vesting period of four years, using the method prescribed by FIN 28.
Under the FIN 28 method, each vested tranche of options is accounted for as a
separate option grant awarded for past services. Accordingly, the compensation
expense is recognized over the period during which the services have been
provided. This method results in a front-loading of the compensation expense.
For the year ended March 26, 1999 and the nine months ended December 24, 1999,
the Company recorded $286,000 and $1,485,000 of stock-based compensation expense
in connection with options granted to employees and consultants.

Assuming all employees with outstanding options remain employed by the
Company through the vesting period, the total unearned stock-based compensation
recorded for all option grants through December 24, 1999 will be amortized as
follows: $1 million for the remainder of the year ending March 31, 2000; $3.2
million for the year ending March 31, 2001; $1.7 million for the year ending
March 31, 2002, $0.8 million for the year ending March 31, 2003 and $0.2 million
thereafter.

NOTE 7 -- 401(k) PLAN:

The Company has a 401(k) plan under which matching and discretionary
contributions may be made. The Company did not make any contributions under this
plan for any of the periods presented.

NOTE 8 -- RESEARCH AND DEVELOPMENT CONTRACT:

In January 1997, the Company entered into an agreement with a corporation
for the joint development of a new product line. The agreement provided for
funding of the Company's development efforts for the product. Under this
agreement, approximately $900,000 and $225,000 was received by the Company in
fiscal 1997 and 1998, respectively. Approximately half of these amounts were
subject to refund if final acceptance of the product was not obtained and as of
March 31, 1997 $450,000 was deferred. The Company incurred costs of
approximately $280,000 and $1,400,000 in fiscal 1997 and 1998, respectively,
under this agreement. Costs incurred by the Company under this agreement, offset
by funding received which is not subject to refund, have been included in
research and development expenses. This agreement was discontinued in fiscal
1998 and amounts previously deferred have been subsequently repaid by the
Company based on a note payable entered into between the parties (see Note 9).

NOTE 9 -- NOTES PAYABLE:

In October 1997, the Company entered into an agreement for the conversion
of certain amounts due to a customer into an unsecured promissory note. The
$425,000 note bore interest at 11.50% per annum and was payable in monthly
installments from January through December 1998. At March 31, 1999, all amounts
due under this note have been paid.

In March 1998, in conjunction with a settlement of the research and
development contract described in Note 8, the Company entered into an unsecured
promissory note with the other party to this contract for the repayment of
amounts advanced to the Company. The $570,000 note bears interest at 9% per
annum and is payable in quarterly installments of principal and accrued interest
through October 1999. At December 24, 1999 all amounts under this promissory
note have been paid.

In July 1999, the Company entered into a note agreement with a financial
institution. Borrowings made pursuant to this agreement will not exceed
$5,000,000 in the aggregate and will be secured by all assets of the Company,
subject to permitted liens. Pursuant to this agreement, the Company has issued,
in

F-20
<PAGE> 92
REPEATER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

July 1999 and September 1999, two promissory notes for $3,000,000 and
$2,000,000, respectively, bearing interest at 13.47% and 13.68%, respectively.
The Company will make monthly interest-only payments through February 2000,
followed by 30 monthly installments of $118,335 and $79,090 for the $3,000,000
and the $2,000,000 promissory notes, respectively.

The promissory notes contain restrictions, including but not limited to,
the sale of assets, payment of dividends and acquisition of stock or assets of
any company. The acquisition of substantially all of the assets and assuming
substantially all of the liabilities of The Gwydion Company LLC (Note 12)
resulted in the Company violating certain covenants. As a result of the
violation, the financial institution had the right to declare the promissory
notes immediately due and payable. The Company asked for and received a waiver
from the financial institution of the existing violation of the covenants and
for prospective violations of the covenants related to the Company's
reincorporation in Delaware and the closing of the initial public offering.

NOTE 10 -- INCOME TAXES:

Net deferred tax assets are as follows (in thousands):

<TABLE>
<CAPTION>
YEARS ENDED NINE MONTHS
--------------------------------- ENDED
MARCH 31, MARCH 27, MARCH 26, DECEMBER 24,
1997 1998 1999 1999
--------- --------- --------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Deferred tax assets:
Net operating loss carryforwards.................. $ 4,694 $ 9,027 $ 13,075 $ 15,644
Research and other credits........................ 429 751 985 1,003
Inventory reserve................................. 1,202 1,613 860 986
Intangible assets................................. -- -- -- 354
Depreciation and amortization..................... 325 564 888 983
Other accruals and reserves not currently
deductible for tax purposes.................... 576 328 657 401
------- -------- -------- --------
Total deferred tax assets................. 7,226 12,283 16,465 19,371
Valuation allowance for deferred taxes............ (7,226) (12,283) (16,465) (19,371)
------- -------- -------- --------
Net deferred taxes........................ $ -- $ -- $ -- $ --
======= ======== ======== ========
</TABLE>

Management believes that, based on a number of factors, it is more likely
than not that the deferred tax assets will not be utilized, such that a full
valuation allowance has been recorded.

At March 26, 1999, the Company had federal and state net operating loss
carryforwards of approximately $36,721,000 and $10,197,000, respectively,
available to offset future taxable income. The Company also had federal and
state research and development tax credits of approximately $700,000 and
$432,000. The net operating loss and tax credit carryforwards will expire at
various dates from 2002 through 2019, if not utilized.

At December 24, 1999, the Company had federal and state net operating loss
carryforwards of approximately $43,407,000 and $15,743,000 respectively,
available to offset future taxable income. The Company also had federal and
state research and development tax credits of approximately $714,000 and
$443,000. The net operating loss and tax credit carryforwards will expire at
various dates from 2000 to 2019, if not utilized.

Utilization of the net operating losses and credits may be subject to a
substantial annual limitation due to the "change in ownership" provisions of the
Internal Revenue Code of 1986 and similar state

F-21
<PAGE> 93
REPEATER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

provisions. The annual limitation may result in the expiration of net operating
losses and credits before utilization.

NOTE 11 -- UNAUDITED PRO FORMA NET LOSS PER COMMON SHARE AND PRO FORMA
STOCKHOLDERS' EQUITY:

Upon the closing of the Company's initial public offering, all outstanding
Series AA, BB, CC, and DD convertible preferred stock (See Note 13) will be
converted into common stock. The pro forma effect of this conversion has been
presented as a separate column in the Company's balance sheet.

Pro forma basic and diluted net loss per share have been computed to give
effect to common equivalent shares from convertible preferred stock that will
automatically convert upon the closing of the Company's initial public offering
(using the as-if-converted method) for the year ended March 26, 1999 and the
nine months ended December 24, 1999.

In addition, there are outstanding warrants to purchase 252,937 shares of
common stock and 816,412 shares of convertible preferred stock which will
automatically convert into common stock and will expire upon the closing of the
offering, if not exercised earlier. The Company has received indications from
the warrant holders that they intend to exercise their warrants. The Company has
reflected the exercise of warrants in the unaudited pro forma stockholder's
equity.

A reconciliation of the numerator and denominator used in the calculation
of pro forma basic and diluted net loss per common share follows (in thousands,
except per share data):

<TABLE>
<CAPTION>
YEAR NINE MONTHS
ENDED ENDED
MARCH 26, DECEMBER 24,
1999 1999
--------- ------------
<S> <C> <C>
Numerator:
Net loss.................................................. $(10,570) $ (9,370)
======== ========
Denominator
Shares used in computing basic and diluted net loss per
share.................................................. 2,367 2,453
Adjusted to reflect the effect of the assumed conversion
of convertible preferred stock from the date of
issuance:
Series AA convertible preferred stock................ 1,468 1,468
Series BB convertible preferred stock................ 4,246 4,246
Series CC convertible preferred stock................ 4,403 4,403
Series DD convertible preferred stock (including
convertible subordinated debentures)................ 1,016 2,727
-------- --------
Weighted average shares used in computing pro forma basic
and diluted net loss per share............................ 13,500 15,297
======== ========
Pro forma basic and diluted net loss per share.............. $ (0.78) $ (0.61)
======== ========
</TABLE>

NOTE 12 -- ACQUISITION:

On November 4, 1999, the Company acquired substantially all of the assets
of The Gwydion Company LLC ("Gwydion"), a development stage company engaged in
design and development of radio frequency and microwave fiber-optic equipment
for cellular and PCS (personal communication services), satellite communications
and related markets. The purchase consideration consisted of $754,000 in cash.

In addition, the Company issued 573,334 shares of common stock to the
members of The Gwydion Company LLC. These shares will be held in an escrow
account and will be subject to the Company's right of repurchase for $1.00 in
the aggregate until certain performance criteria are met. These performance

F-22
<PAGE> 94
REPEATER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

criteria include continued employment of one member for a period of 18 months.
The Company will revalue these shares at the end of each reporting period until
vested. The compensation expense will be recognized over the 18 months, using
the method prescribed by FIN 28, as explained in Note 6. At December 24, 1999
and for the nine months then ended, the Company recorded unearned compensation
and research and development expense of $5,637,000 and $704,000, respectively,
under this arrangement.

The transaction was recorded using the purchase method of accounting and
the results of Gwydion have been included in the Company's financial statements
subsequent to November 4, 1999. The allocation of the purchase price to the
tangible and identifiable intangible assets acquired in connection with this
acquisition was based on estimated fair values as determined by management as
follows (in thousands):

<TABLE>
<S> <C>
Computer equipment.......................................... $ 10
Assumed liabilities......................................... (175)
Acquired workforce.......................................... 34
Acquired in-process research and development................ 885
Deferred income taxes....................................... 354
Valuation allowance......................................... (354)
-----
Total purchase consideration................................ $ 754
=====
</TABLE>

The amortization of acquired workforce is being computed over three years
on the straight-line basis. In connection with the acquisition of Gwydion the
Company recorded an in process technology charge of $0.9 million during the
period ended December 24, 1999. An independent appraisal was performed to
determine the fair value of the identifiable assets, including the portion of
the purchase price attributed to the acquired in-process technology. The income
approach was used to value acquired in-process technology, which includes an
analysis of the completion costs, cash flows, other required assets and risks
associated with achieving such cash flows. The present value of these cash flows
are then calculated with a discount rate of 30%. At the date of acquisition, the
Company determined the technological feasibility of Gwydion's product was not
established, and accordingly, wrote off the corresponding amount to acquired
in-process technology. Gwydion is expected to introduce the final product by
August 2000. Approximately $1.6 million in research and development had been
spent up to the date of the acquisition in an effort to develop the technology
to produce a commercially viable product. The future research and development
expense associated with the acquired in-process product was estimated to be
approximately $0.9 million between November 1999 and August 2000. Currently the
Company knows of no developments which would lead it to change its original
assessment of the expected completion and commercial viability of this project.
At the date of acquisition, the only identifiable intangible assets acquired
were the technology under development, the acquired workforce.

The following unaudited pro forma summary presents the consolidated results
of operations of the Company for the year ended March 26, 1999 and the nine
months ended December 24, 1999, combined with the statements of operations of
Gwydion for the year ended December 31, 1998 and the nine months ended September
30, 1999, as if the acquisition of substantially all of the assets of Gwydion
occurred on April 1, 1998, giving effect to an acquisition adjustment for the
elimination of acquired in-process technology and compensation costs charged to
operations in connection with the acquisition.

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
MARCH 26, 1999 SEPTEMBER 30, 1999
-------------- ------------------
<S> <C> <C>
Net Revenue................ $ 9,658 $12,321
Net loss................... $(11,407) $(8,827)
</TABLE>

F-23
<PAGE> 95
REPEATER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The pro forma results are not necessarily indicative of what actually would
have occurred if the acquisition had been in effect for the entire period
presented. In addition, they are not intended to be a projection of future
results.

NOTE 13 -- SUBSEQUENT EVENTS

REINCORPORATION

On February 15, 2000 the Board of Directors authorized the reincorporation
of the Company in the State of Delaware.

Following the reincorporation, which has not yet been approved by the
Company's stockholders, the Company will be authorized to issue 70,000,000
shares of $0.001 par value common stock and 5,000,000 shares of $0.001 par value
preferred stock.

INITIAL PUBLIC OFFERING

On February 15, 2000, the Board of Directors authorized the filing of a
registration statement for an underwritten public offering of the Company's
Common Stock.

2000 EQUITY INCENTIVE PLAN

On February 15, 2000, the Board of Directors approved the 2000 Equity
Incentive Plan under which 3,000,000 shares were reserved for grants to
employees, directors and consultants. The plan will be effective upon the
closing of an underwritten public offering of the Company's Common Stock.

2000 EMPLOYEE STOCK PURCHASE PLAN

On February 15, 2000, the Board of Directors approved the 2000 Employee
Stock Purchase Plan under which 500,000 shares were reserved. The plan will be
effective upon the closing of an underwritten public offering of the Company's
Common Stock.

F-24
<PAGE> 96

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Members

of The Gwydion Company, LLC

(a development stage company)

In our opinion, the accompanying balance sheets and the related statements
of operations, of members' deficit and of cash flows present fairly, in all
material respects, the financial position of The Gwydion Company, LLC (a
development stage company) at December 31, 1998 and September 30, 1999, and the
results of its operations and its cash flows for the year ended December 31,
1998, the nine months ended September 30, 1999 and the period from December 6,
1996 (date of inception) to September 30, 1999 in conformity with accounting
principles generally accepted in the United States. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

PRICEWATERHOUSECOOPERS LLP

San Jose, California

March 15, 2000

F-25
<PAGE> 97

THE GWYDION COMPANY, LLC

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1998 1999
------------ -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 23,000 $ 9,000
----------- -----------
Total current assets.............................. 23,000 9,000
Property and equipment, net................................. 18,000 28,000
Other assets................................................ 2,000 2,000
----------- -----------
Total assets...................................... $ 43,000 $ 39,000
=========== ===========
LIABILITIES AND MEMBERS' DEFICIT
Current liabilities:
Notes payable, current.................................... $ 274,000 $ 574,000
Accounts payable.......................................... 42,000 42,000
Accrued liabilities....................................... 12,000 29,000
Loans due to members, current............................. 412,000 1,109,000
----------- -----------
Total current liabilities......................... 740,000 1,754,000
Notes payable, net of current portion....................... 36,000 30,000
Loans due to members, net of current portion................ 419,000 378,000
----------- -----------
Total liabilities................................. 1,195,000 2,162,000
=========== ===========
Commitments (Note 5)
Members' deficit accumulated during the development stage... (1,152,000) (2,123,000)
----------- -----------
Total liabilities and members' deficit............ $ 43,000 $ 39,000
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-26
<PAGE> 98

THE GWYDION COMPANY, LLC

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 6,
NINE MONTHS 1996 (DATE OF
YEAR ENDED ENDED INCEPTION) TO
DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30,
1998 1999 1999
------------ ------------- -------------
<S> <C> <C> <C>
Net revenues......................................... $ 46,000 $ -- $ 117,000
Operating expenses:
Research and development........................... 565,000 624,000 1,576,000
Sales and marketing................................ 45,000 123,000 219,000
General and administrative......................... 119,000 190,000 421,000
--------- --------- -----------
Total operating expenses................... 729,000 937,000 2,216,000
--------- --------- -----------
Loss from operations................................. (683,000) (937,000) (2,099,000)
Interest expense..................................... 51,000 33,000 84,000
Income tax........................................... 1,000 1,000 2,000
--------- --------- -----------
Net loss............................................. $(735,000) $(971,000) $(2,185,000)
========= ========= ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-27
<PAGE> 99

THE GWYDION COMPANY, LLC

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF MEMBERS' DEFICIT

<TABLE>
<S> <C>
Balance at December 31, 1997................................ $ (350,000)
Capital contributions from members.......................... 100,000
Return of capital to members................................ (18,000)
Liquidation of a members interest........................... (149,000)
Net loss for the year ended December 31, 1998............... (735,000)
-----------
Balance at December 31, 1998................................ (1,152,000)
Net loss for the nine months ended September 30, 1999....... (971,000)
-----------
Balance at September 30, 1999............................... $(2,123,000)
===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-28
<PAGE> 100

THE GWYDION COMPANY, LLC

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 6,
NINE MONTHS 1996 (DATE OF
YEAR ENDED ENDED INCEPTION) TO
DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30,
1998 1999 1999
------------ ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................... $(735,000) $(971,000) $(2,185,000)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation.................................... 5,000 7,000 14,000
Members' compensation converted to notes
payable....................................... -- -- 202,000
Changes in current assets and liabilities:
Other assets.................................. 13,000 -- 2,000
Accounts payable.............................. 21,000 -- 42,000
Accrued liabilities........................... 10,000 17,000 29,000
--------- --------- -----------
Net cash used in operating activities...... (686,000) (947,000) (1,896,000)
--------- --------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment................. (16,000) (17,000) (42,000)
--------- --------- -----------
Net cash used in investing activities...... (16,000) (17,000) (42,000)
--------- --------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable........................ 30,000 300,000 360,000
Proceeds from loans due to members................. 390,000 697,000 1,487,000
Repayment of notes payable......................... -- (6,000) (6,000)
Repayment of loans due to members.................. (60,000) (41,000) (101,000)
Capital contributions from members................. 100,000 -- 255,000
Return of capital to members....................... (18,000) -- (48,000)
--------- --------- -----------
Net cash provided by financing
activities............................... 442,000 950,000 1,947,000
--------- --------- -----------
Net increase (decrease) in cash and cash
equivalents........................................ (260,000) (14,000) 9,000
Cash and cash equivalents at beginning of year....... 283,000 23,000 --
--------- --------- -----------
Cash and cash equivalents at end of year............. $ 23,000 $ 9,000 $ 9,000
========= ========= ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes......................... $ 2,000 $ -- $ 2,000
Cash paid for interest............................. $ 39,000 $ 16,000 $ 55,000
NON CASH FINANCING AND INVESTING ACTIVITIES:
Members' compensation converted to loans due to
members......................................... $ -- $ -- $ 101,000
Members' compensation converted to notes payable... $ -- $ -- $ 101,000
Return of capital converted to notes payable....... $ 149,000 $ -- $ 149,000
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-29
<PAGE> 101

THE GWYDION COMPANY, LLC

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Gwydion Company, LLC, (the "Company"), was incorporated in California
on December 6, 1996.

The Company is engaged in the business of designing, developing and
manufacturing radio frequency and microwave fiberoptic equipment for the
cellular, personal communication services, satellite communications and related
markets.

The Company is considered to be in the development stage at December 31,
1998 and September 30, 1999, as defined in the Statement of Financial Accounting
Standards No. 7, "Accounting and Reporting by Development Stage Enterprises"
("SFAS 7") and since inception has devoted substantially all of its efforts to
developing its products, and recruiting personnel.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

REVENUE RECOGNITION

To date, revenue has been derived primarily from the sale of evaluation
units. Revenue is recognized at the time of shipment, provided no significant
obligations are remaining, and collection is probable.

CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents. The Company
deposits cash and cash equivalents with high credit quality financial
institutions.

CAPITALIZED SOFTWARE DEVELOPMENT COSTS

Software development costs are included in research and development and are
expensed as incurred. After technological feasibility is established, material
software development costs are capitalized. The capitalized cost is then
amortized on a straight-line basis over the estimated product life, or on the
ratio of current revenues to total projected product revenues, whichever is
greater. To date, technological feasibility has not been achieved on any of the
Company's products and therefore no cost has been capitalized.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets,
generally five to seven years.

LONG-LIVED ASSETS

The Company evaluates the recoverability of its long-lived assets in
accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of." SFAS No. 121 requires
recognition of impairment of long-lived assets in the event the net book value
of such assets exceeds the future undiscounted cash flows attributable to such
assets.

F-30
<PAGE> 102

THE GWYDION COMPANY, LLC

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

START-UP COSTS

The Company has adopted the provisions of SOP 98-5, "Reporting on the Costs
of Start-Up Activities" ("SOP 98-5"), which provides guidance on the financial
reporting of start-up costs and organization costs. It requires the costs of
start-up activities and organization costs to be expensed as incurred. As the
Company has historically expensed these costs since inception, the adoption of
SOP 98-5 did not have a material impact on its financial statements.

INCOME TAXES

The Company is a limited liability company whereby earnings and losses are
included in the members' personal income tax returns.

The provision of income tax corresponds to the minimum franchise tax and
any gross receipts tax payable to the State of California.

NOTE 2 -- BALANCE SHEET COMPONENTS:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1998 1999
------------ -------------
<S> <C> <C>
Property and equipment:
Computer equipment............................... $12,000 $ 23,000
Furniture and fixtures........................... 13,000 19,000
------- --------
25,000 42,000
Less: Accumulated depreciation................... (7,000) (14,000)
------- --------
$18,000 $ 28,000
======= ========
</TABLE>

NOTE 3 -- RELATED PARTY TRANSACTIONS:

MEMBERS' COMPENSATION

The Company recorded compensation expense for management and engineering
services provided by members for amounts of $149,000, $96,000, and $518,000, for
the year ended December 31, 1998, the nine months ended September 30, 1999, and
the period from December 6, 1996 to September 30, 1999. As of December 31, 1998
and September 30, 1999, accrued compensation due to a member amounted to
$101,000. This amount is included in loans due to members, current.

LOANS DUE TO MEMBERS

In December 1997, the Company issued a promissory note to a member for
$400,000, payable over five years with principal payments of $7,000 per month
plus interest at 2% over prime rate. At December 31, 1998 and September 30, 1999
the balances were $340,000 and $298,000, respectively.

In June 1998, the Company issued a promissory note for $160,000 to a member
with an interest rate of 12%, payable monthly, beginning in December 1998.
Principal is due in full in June 2000. At December 31, 1998 and September 30,
1999, the balance was $160,000. Accrued interest was $11,000 and $27,000,
respectively.

From September 1998 to September 1999, the Company received cash advances
from a member. These cash advances are repayable on demand and are non interest
bearing. As of December 31, 1998 and September 30, 1999, the balances were
$230,000 and $927,000, respectively.

F-31
<PAGE> 103

THE GWYDION COMPANY, LLC

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

PROMISSORY NOTES

On December 13, 1998, the Company issued two promissory notes to two
related parties of a retiring member, for an amount of $30,000 each, in
replacement for loans made previously. The notes carry no interest and are
repayable in monthly installments of $1,000, each, over a 30 month period
starting in January 1999. As of December 31, 1998 and September 30, 1999, the
remaining balances were $30,000, each and $27,000, each, respectively. The
balance outstanding as of September 30, 1999 includes payments in arrears for
$3,000, each.

NOTE 4 -- NOTES PAYABLE:

On December 13, 1998, the Company entered into an agreement with a retiring
member, pursuant to which the Company shall pay an amount of $250,000,
representing payment of accrued compensation for $101,000, and full liquidation
of membership interest for $149,000. The liquidation of membership interest has
been accounted for as an equity transaction, with no revaluation of assets and
liabilities. As of December 31, 1998 and September 30, 1999, the $250,000
payment due to the former member is included in notes payable, current.

In connection with a letter of intent for the acquisition of substantially
all of the Company's assets, on September 21, 1999, the Company issued a
promissory note to Repeater Technologies, Inc. for an amount of $300,000. This
note is non-interest bearing, is secured by assignment of ownership rights in
certain product designs, and shall be deemed to be part of the consideration to
be paid to the Company for the purchase of substantially all of its assets (see
Note 6).

NOTE 5 -- COMMITMENTS:

LEASES

The Company leases office space under a noncancelable operating lease which
expires in January 2004. Rent expense for the year ended December 31, 1998, the
nine months ended September 30, 1999 and the period from inception to September
30, 1999 was $23,000, $47,000 and $70,000, respectively.

Future minimum lease payments under this noncancelable operating lease are
as follows:

<TABLE>
<CAPTION>
YEARS ENDED OPERATING
DECEMBER 31, LEASES
------------ ---------
<S> <C>
1999 (3 months)................................... $ 16,000
2000.............................................. 64,000
2001.............................................. 64,000
2002.............................................. 64,000
2003.............................................. 80,000
--------
Total minimum lease payments............ $288,000
========
</TABLE>

NOTE 6 -- SUBSEQUENT EVENTS:

On November 4, 1999, substantially all of the Company's assets were
acquired by Repeater Technologies Inc., a company engaged in the development and
marketing of products primarily for CDMA based wireless communication networks.
The purchase consideration consisted of $454,000 cash, forgiveness of the
$300,000 promissory note (see Note 4) and 573,334 shares of Repeater
Technologies' common stock. The 573,334 shares will be held in escrow for 18
months to secure the Company's indemnification obligation and to guarantee the
successful completion of development of the technology being acquired from the
Company and the continued employment of a key employee of Gwydion. In the event
of failure to develop the specified product designs, Repeater Technologies Inc.
has a right to repurchase the shares for $1.00 in the aggregate.

F-32
<PAGE> 104

REPEATER TECHNOLOGIES, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED

STATEMENTS OF OPERATIONS

On November 4, 1999, the company acquired substantially all of the assets
of The Gwydion Company, LLC ("Gwydion"). The acquisition was recorded using the
purchase method of accounting and accordingly the purchase price was allocated
to the tangible and intangible assets acquired and liabilities assumed on the
basis of their fair values on the acquisition date, as determined by management.

The purchase consideration consisted of $754,000 in cash. Of the total
purchase price, $885,000 has been allocated to in-process technology, $34,000
has been allocated to workforce in place, and the remainder of the purchase
price was allocated to tangible assets acquired and liabilities assumed. Because
the in-process technology had not reached the stage of technological feasibility
at the acquisition date, and had no alternative future use, the amount was
immediately charged to operations. The amount allocated to acquired workforce is
being amortized over its estimated useful life of 3 years.

In connection with the acquisition the Company issued to Gwydion's
shareholders 573,334 shares of the Company's common stock. These shares will be
held in escrow for 18 months to secure the seller's guarantee of successful
completion of certain product designs, and the continued employment of a key
former employee of Gwydion. For accounting purpose, this contingent
consideration has been treated as a compensation arrangement. An amount of
$704,000 has been charged as research and development expense during the period
ended December 24, 1999 and an amount of $5,637,000 is included in unearned
compensation as of December 31, 1999.

The following unaudited pro forma combined condensed statements of
operations are derived from the historical consolidated financial statements of
the Company and Gwydion. The unaudited pro forma combined condensed statements
of operations presents the results of operations of Repeater Technologies for
the year ended March 26, 1999 and the nine months ended December 24, 1999,
combined with the statements of operations of Gwydion for the year ended
December 31, 1998 and the 9 months ended September 30, 1999. The unaudited pro
forma combined condensed statements of operations give effect to the acquisition
of substantially all of the assets of Gwydion as if it had occurred as of April
1, 1998.

The following unaudited pro forma combined condensed statements of
operations are presented for illustrative purposes only and are not necessarily
indicative of the operating results that would have occurred if the transaction
had been consummated at the date indicated, nor are they necessarily indicative
of future operating results of the combined businesses. The unaudited pro forma
combined condensed statements of operations should be read in conjunction with
the historical consolidated financial statements and related notes of Repeater
Technologies, Inc. and The Gwydion Company, LLC included elsewhere herein.

F-33
<PAGE> 105

REPEATER TECHNOLOGIES, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED MARCH 26, 1999

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
REPEATER
TECHNOLOGIES GWYDION
MARCH 26, DECEMBER 31, PRO FORMA PRO FORMA
1999 1998 ADJUSTMENTS COMBINED
------------ ------------ ----------- ---------
<S> <C> <C> <C> <C>
Net revenues............................... $ 9,612 $ 46 $ 9,658
Cost of revenues........................... 8,883 -- 8,883
-------- ----- --------
Gross profit............................... 729 46 775
-------- ----- --------
Operating Expenses:
Research and development................. 4,258 565 4,823
Sales and marketing...................... 4,514 45 4,559
General and administrative............... 2,227 119 $ 11(A) 2,357
In-process research and development...... -- -- --
-------- ----- ----- --------
Total operating expenses......... 10,999 729 11 11,739
-------- ----- ----- --------
Loss from operations....................... (10,270) (683) (11) (10,964)
Other income (expense), net................ (300) (52) (90)(B) (442)
-------- ----- ----- --------
Net loss................................... $(10,570) $(735) $(102) $(11,407)
======== ===== ===== ========
Net loss per common share -- basic and
diluted.................................. $ (4.47) $ (4.82)
======== ========
Shares used in net loss per share
calculation -- basic and diluted......... 2,367 2,367
======== ========
Pro forma net loss per common share --basic
and diluted (unaudited).................. $ (0.78) $ (0.84)
======== ========
Shares used in pro forma net loss per
common share calculation -- basic and
diluted.................................. 13,500 13,500
======== ========
</TABLE>

F-34
<PAGE> 106

REPEATER TECHNOLOGIES, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED

STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED DECEMBER 24, 1999

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
REPEATER
TECHNOLOGIES GWYDION
DECEMBER 24, SEPTEMBER 30, PRO FORMA PRO FORMA
1999 1999 ADJUSTMENTS COMBINED
------------ ------------- ----------- ---------
<S> <C> <C> <C> <C>
Net revenues.............................. $12,321 $ -- $12,321
Cost of revenues.......................... 8,728 -- 8,728
------- ----- -------
Gross profit.............................. 3,593 -- 3,593
------- ----- -------
Operating Expenses:
Research and development................ 4,235 624 $ (704)(C) 4,155
Sales and marketing..................... 4,748 123 4,871
General and administrative.............. 1,991 190 7(A) 2,188
In-process research and development..... 885 -- (885)(D) --
------- ----- ------- -------
Total operating expenses........ 11,859 937 (1,582) 11,214
------- ----- ------- -------
Loss from operations...................... (8,266) (937) 1,582 (7,621)
Other income (expenses), net.............. (1,104) (34) (68)(B) (1,206)
------- ----- ------- -------
Net loss.................................. $(9,370) $(971) $ 1,514 $(8,827)
======= ===== ======= =======
Net loss per common share -- basic and
diluted................................. $ (3.82) $ (3.60)
======= =======
Shares used in net loss per shares
calculation -- basic and diluted........ 2,453 2,453
======= =======
Pro forma net loss per common
share -- basic and diluted
(unaudited)............................. $ (0.61) $ (0.58)
======= =======
Shares used in pro forma net loss per
common share calculation -- basic and
diluted................................. 15,297 15,297
======= =======
</TABLE>

F-35
<PAGE> 107

REPEATER TECHNOLOGIES, INC.

NOTES TO THE UNAUDITED PRO FORMA COMBINED CONDENSED

STATEMENTS OF OPERATIONS

The following adjustments were applied to the Company's historical
financial statements and those of Gwydion to arrive at the pro forma combined
financial information.

A. To record the amortization of workforce in place as if the transaction
occurred on April 1, 1998. The acquired workforce amounted to $34,000
and is amortized on a straight-line basis over three years.

B. To record the interest expense related to the $754,000 cash
consideration, using a 12% interest rate (which represents Repeater's
incremental borrowing rate).

C. To eliminate the compensation expense related to contingent
consideration paid in connection with the acquisition.

D. To eliminate the write-off of the value assigned to in-process
technology. An independent appraisal was performed to determine the fair
value of the identifiable assets, including the portion of the purchase
price attributed to the in-process technology. The income approach was
used to value acquired in-process technology, which includes an analysis
of the completion costs, cash flows, other required assets and risks
associated with achieving such cash flows. The present value of this
cash flows are then calculated with a discount rate of 30%. At the time
of acquisition, the Company determined the technological feasibility of
Gwydion's product had not been established, and accordingly, wrote-off
the amount to acquired in-process technology.

F-36
<PAGE> 108

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

4,750,000 SHARES

REPEATER TECHNOLOGIES, INC.

COMMON STOCK

[REPEATER TECHNOLOGIES LOGO]

------------

PROSPECTUS

, 2000

------------

SALOMON SMITH BARNEY

U.S. BANCORP PIPER JAFFRAY

SG COWEN

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 109

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following sets forth the estimated expenses and costs (other than
underwriting discounts and commissions) expected to be incurred in connection
with the issuance and distribution of our common stock registered hereby:

<TABLE>
<S> <C>
SEC registration fee........................................ $ 14,421
NASD fee.................................................... 5,963
Printing and engraving expenses............................. 275,000
Accounting fees and expenses................................ 1,000,000
Legal fees and expenses..................................... 600,000
Nasdaq/NMS application fee.................................. 95,000
Transfer agent fees and expenses............................ 50,000
Blue Sky and miscellaneous fees and expenses................ 10,616
Total............................................. $2,051,000
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our officers and directors are covered by provisions of the Delaware
General Corporation Law and our certificate of incorporation and bylaws, which
serve to limit, and, in some instances, to indemnify them against, liabilities
which they may incur in their respective capacities. Our certificate of
incorporation limits the liability of our directors to the fullest extent
permitted by Delaware law. Specifically, the directors of the Company will not
be personally liable for monetary damages for breach of a director's fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for unlawful payments of dividends or unlawful stock repurchases
or redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit.

Our bylaws provide for the indemnification of our directors and officers
(as well as certain other persons) if the person acted in good faith and in a
manner reasonably believed to be in or not opposed to our best interests, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe the conduct was unlawful. In an action by or in the right of the
Company, no indemnification may be made if the person shall have been adjudged
to be liable to the Company unless the court in which the action was brought
determines upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for the expenses which the court deems proper. Our bylaws
also provide that any indemnification (unless ordered by a court) may be made by
the Company only as authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the person has met the
applicable standard of conduct. This determination must be made (i) by the board
of directors by a majority vote of a quorum consisting of directors who were not
parties to the action, (ii) if a quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the stockholders of the Company. If an
indemnified person has been successful on the merits or otherwise in defense of
any action described above, or in the defense of any matter in the action, the
person will be indemnified against expenses (including attorneys' fees) incurred
in connection with the action, without the necessity of authorization in the
specific case. Expenses incurred in defending or investigating a threatened or
pending action may be paid by us in advance of the final disposition of the
action upon receipt of an undertaking by the person to repay the amount if it is
ultimately determined that indemnification is not proper. The indemnification
and advancement of expenses provided by or granted under our bylaws are not
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, contract,
vote of stockholders or
II-1
<PAGE> 110

disinterested directors or otherwise, it being our policy that indemnification
of the persons specified in the bylaws shall be made to the fullest extent
permitted by law. The indemnification and advancement of expenses provided by
our bylaws, unless otherwise provided when authorized or ratified, continue as
to a person who has ceased to be a director or officer and inure to the benefit
of the heirs, executors and administrators of that person.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since January 31, 1997, we have sold and issued the following unregistered
securities:

(1) On January 31, 1997, we sold an aggregate of 3,407,948 shares of
Series BB convertible preferred stock to 25 investors at a purchase price
per share of $2.64 for an aggregate purchase price of $8,996,983.

(2) In March 1997, in connection with the issuance of Series E
convertible preferred stock, we issued warrants to purchase 613 shares of
our common stock to an investor at a purchase price per share of $0.10.

(3) On April 25, 1997, we sold an aggregate of 21,956 shares of Series
BB convertible preferred stock to 5 investors at a purchase price per share
of $2.64 for an aggregate purchase price of $57,964.

(4) In July 1997, in connection with an equipment lease agreement with
Lighthouse Capital Partners II, L.P., we issued warrants to purchase up to
18,940 shares of our Series BB convertible preferred stock at an exercise
price of $2.64 per share. Upon the closing of this offering, the warrants
will become exercisable for common stock at the rate of one share of common
stock for each share of Series BB convertible preferred stock underlying
the warrants.

(5) In August 1997, in connection with our Series BB convertible
preferred stock financing, we issued warrants to purchase up to 816,412
shares of our Series BB convertible preferred stock at an exercise price of
$2.64 per share. These warrants will expire if not exercised by 5:00 p.m.
on the date of the closing of this offering.

(6) On November 16, 1997, we sold an aggregate of 4,031,271 shares of
Series CC convertible preferred stock to 23 investors at a purchase price
per share of $2.75 for an aggregate purchase price of $11,085,995.

(7) On December 16, 1997, we sold an aggregate of 371,636 shares of
Series CC convertible preferred stock to 2 investors at a purchase price
per share of $2.75 for an aggregate purchase price of $1,020,999.

(8) In November 1998, we issued Series DD convertible subordinated
debentures to 19 investors in an aggregate principal amount of $14,995,503.
Upon the closing of this offering, we have the right to convert these
debentures into fully paid and nonassessable shares of Series DD
convertible preferred stock, which will convert automatically into shares
of our common stock, at a conversion price of $5.50 per share.

(9) In January 1999, in connection with a senior lease and security
agreement with Phoenix Leasing Incorporated, we issued warrants to purchase
up to 3,955 shares of our Series DD preferred stock at an exercise price of
$5.50 per share. Upon the closing of this offering, the warrants will
become exercisable for common stock at the rate of one share of common
stock for each share of Series DD preferred stock underlying the warrants.

(10) In July 1999, in connection with a loan and security agreement
with Transamerica Business Credit Corporation, we issued warrants to
purchase up to 100,000 shares of our Series DD convertible preferred stock
at an exercise price of $5.50 per share. Upon the closing of this offering,
the warrants will become exercisable for common stock at the rate of one
share of common stock for each share of Series DD convertible preferred
stock underlying the warrants.

II-2
<PAGE> 111

(11) From January 31, 1997 until March 31, 2000, 47 employees,
directors and consultants exercised options to purchase an aggregate of
238,494 shares of common stock under our 1990 Incentive Stock Plan, for an
aggregate purchase price of $83,735.50.

(12) From January 31, 1997 until March 31, 2000, 5 employees exercised
options to purchase an aggregate of 207,500 shares of common stock under
our Key Executives Incentive Plan, for an aggregate purchase of $62,250.

(13) In December 1999, in connection with the purchase of
substantially all of the assets of the assets of The Gwydion Company LLC, a
California limited liability company, we issued a total of 573,334 shares
of our common stock to Gwydion. There are only two members of The Gwydion
Company and the shares issued in the purchase of the assets are subject to
an eighteen month escrow to cover certain contingencies, including breaches
of Gwydion's representations and warranties or indemnification requirements
under the asset purchase agreement.

Except where otherwise provided above, none of these unregistered sales
transactions involved any underwriters, underwriting discounts or commissions,
or any public offering. We believe that each transaction was exempt from the
registration requirements of the Securities Act by virtue of Section 4(2) of the
Securities Act, Regulation D promulgated under Section 4(2) or Rule 701 pursuant
to compensatory benefit plans and contracts relating to compensation as provided
under Rule 701. The recipients in these transactions represented their intention
to acquire the securities for investment only and not with a view to or for sale
in connection with any distribution of the securities, and appropriate legends
were affixed to the share certificates and instruments issued in the
transactions. All recipients had adequate access, through their relationships
with us, to information about us.

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
NUMBER DESCRIPTION OF DOCUMENT
- ------ -----------------------
<C> <S>
1.1* Form of Underwriting Agreement.
3.1+ Certificate of Incorporation of the Registrant.
3.2+ Form of Amended and Restated Certificate of Incorporation of
the Registrant to be filed upon the closing of the offering
made pursuant to this Registration Statement.
3.3+ Bylaws of the Registrant, as currently in effect.
4.1 Specimen Common Stock Certificate.
4.2+ Amended and Restated Preferred Stock Purchase Warrant, dated
August 6, 1997, issued to Lighthouse Capital Partners II,
L.P.
4.3+ Warrant to Purchase Shares of Series DD Preferred Stock of
Repeater Technologies, Inc., dated January 25, 1999, issued
to Phoenix Leasing Incorporated.
4.4+ Stock Subscription Warrant to Purchase Series DD Preferred
Stock of Repeater Technologies, Inc., dated July 8, 1999,
issued to TBCC Funding Trust II.
4.5+ Sixth Amended and Restated Investor Rights Agreement, dated
November 25, 1998, as amended by Amendment No. 1 to the
Sixth Amended and Restated Investor Rights Agreement, dated
July 8, 1999.
5.1* Opinion of Cooley Godward LLP.
10.1+ Form of Indemnity Agreement between the Registrant and its
directors and executive officers.
10.2+ 1990 Incentive Stock Plan and forms of offering documents.
10.3+ Key Executives Stock Option Plan and forms of offering
documents.
10.4+ 2000 Equity Incentive Plan and forms of offering documents.
10.5+ 2000 Employee Stock Purchase Plan and form of offering
document.
10.6+ Lease, dated August 7, 1992, between Repeater Technologies,
Inc. and The Sobrato 1979 Trust, as amended by the First
Amendment to Lease, dated October 16, 1998, between Repeater
Technologies, Inc. and Sobrato Interests II.
10.7+ Change of Control Agreement, dated November 3, 1999, between
Repeater Technologies, Inc. and Timothy A. Marcotte.
</TABLE>

II-3
<PAGE> 112

<TABLE>
<CAPTION>
NUMBER DESCRIPTION OF DOCUMENT
- ------ -----------------------
<C> <S>
10.8+ License Agreement, dated May 12, 1998, between Repeater
Technologies, Inc. and Matthew Fuerter.
10.9+ Convertible Debenture Purchase Agreement, dated November 25,
1998.
16.1+ Letter from Ernst & Young LLP regarding change in
independent accountants.
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.3* Consent of Cooley Godward LLP (included in Exhibit 5.1).
24.1+ Power of Attorney.
27.1 Financial Data Schedule.
</TABLE>

- ---------------
* To be filed by amendment.

+ Previously filed.

II-4
<PAGE> 113

REPORT OF INDEPENDENT ACCOUNTANTS ON CONSOLIDATED

FINANCIAL STATEMENT SCHEDULE

To the Board of Directors and Stockholders of Repeater Technologies, Inc.

Our audits of the consolidated financial statements referred to in our
report dated April , 2000 appearing in this Registration Statement on Form S-1
also included an audit of the consolidated financial statement schedule listed
in Item 16(b) of this Form S-1. In our opinion, this consolidated financial
statement schedule presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related financial
statements.

PRICEWATERHOUSECOOPERS LLP

San Jose, California

April , 2000

II-5
<PAGE> 114

REPEATER TECHNOLOGIES, INC.

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(IN THOUSANDS)

<TABLE>
<CAPTION>
ADDITIONS ADDITIONS
----------------------- -----------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE AT CHARGED TO CHARGED TO
MARCH 27, COSTS AND OTHER DEDUCTIONS -- MARCH 27, COSTS AND OTHER
DESCRIPTION 1997 EXPENSES ACCOUNTS WRITE-OFFS 1998 EXPENSES ACCOUNTS
----------- ---------- ---------- ---------- ------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Provision for Doubtful
Debts................ (67) (142) -- 31 (178) (713)
Inventory Allowance.... (3,075) (1,100) -- 258 (3,917) (565) (164)(1)

<CAPTION>
ADDITIONS
-----------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
DEDUCTIONS -- MARCH 26, COSTS AND OTHER DEDUCTIONS -- DECEMBER 24,
DESCRIPTION WRITE-OFFS 1999 EXPENSES ACCOUNTS WRITE-OFFS 1999
----------- ------------- ---------- ---------- ---------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Provision for Doubtful
Debts................ 71 (820) (66) -- 661 (225)
Inventory Allowance.... 2,788 (1,858) (339) 14 15 (2,167)
</TABLE>

- ---------------

(1) Reclass from other accrued liabilities.

II-6
<PAGE> 115

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of Prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and this offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

II-7
<PAGE> 116

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant has
duly caused this Amendment No. 1 to the Registration Statement to be signed on
its behalf, by the undersigned, thereunto duly authorized, in the City of
Sunnyvale, County of Santa Clara, State of California, on April 14, 2000.

REPEATER TECHNOLOGIES, INC.

By: /s/ KENNETH L. KENITZER

------------------------------------

Kenneth L. Kenitzer

President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement on Form S-1 has been signed by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ KENNETH L. KENITZER President and Chief Executive Officer April 14, 2000
- -------------------------------------- and Director (Principal Executive
Kenneth L. Kenitzer Officer)

* Vice President and Chief Financial April 14, 2000
- -------------------------------------- Officer (Principal Financial and
Timothy A. Marcotte Accounting Officer)

* Director April 14, 2000
- --------------------------------------
John Bosch

* Director April 14, 2000
- --------------------------------------
Chris L. Branscum

* Director April 14, 2000
- --------------------------------------
Bandel Carano

* Director April 14, 2000
- --------------------------------------
Richard G. Grey

* Director April 14, 2000
- --------------------------------------
Perry LaForge

* Director April 14, 2000
- --------------------------------------
Alessandro Piol

*By: /s/ KENNETH L. KENITZER
- --------------------------------------
Kenneth L. Kenitzer
(Attorney-in-fact)
</TABLE>

II-8
<PAGE> 117

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<C> <S>
1.1* Form of Underwriting Agreement.
3.1+ Certificate of Incorporation of the Registrant.
3.2+ Form of Amended and Restated Certificate of Incorporation of
the Registrant to be filed upon the closing of the offering
made pursuant to this Registration Statement.
3.3+ Bylaws of the Registrant, as currently in effect.
4.1 Specimen Common Stock Certificate.
4.2+ Amended and Restated Preferred Stock Purchase Warrant, dated
August 6, 1997, issued to Lighthouse Capital Partners II,
L.P.
4.3+ Warrant to Purchase Shares of Series DD Preferred Stock of
Repeater Technologies, Inc., dated January 25, 1999, issued
to Phoenix Leasing Incorporated.
4.4+ Stock Subscription Warrant to Purchase Series DD Preferred
Stock of Repeater Technologies, Inc., dated July 8, 1999,
issued to TBCC Funding Trust II.
4.5+ Sixth Amended and Restated Investor Rights Agreement, dated
November 25, 1998, as amended by Amendment No. 1 to the
Sixth Amended and Restated Investor Rights Agreement, dated
July 8, 1999.
5.1* Opinion of Cooley Godward LLP.
10.1+ Form of Indemnity Agreement between the Registrant and its
directors and executive officers.
10.2+ 1990 Incentive Stock Plan and forms of offering documents.
10.3+ Key Executives Stock Option Plan and forms of offering
documents.
10.4+ 2000 Equity Incentive Plan and forms of offering documents.
10.5+ 2000 Employee Stock Purchase Plan and form of offering
document.
10.6+ Lease, dated August 7, 1992, between Repeater Technologies,
Inc. and The Sobrato 1979 Trust, as amended by the First
Amendment to Lease, dated October 16, 1998, between Repeater
Technologies, Inc. and Sobrato Interests II.
10.7+ Change of Control Agreement, dated November 3, 1999, between
Repeater Technologies, Inc. and Timothy A. Marcotte.
10.8+ License Agreement, dated May 12, 1998, between Repeater
Technologies, Inc. and Matthew Fuerter.
10.9+ Convertible Debenture Purchase Agreement, dated November 25,
1998.
16.1+ Letter from Ernst & Young LLP regarding change in
independent accountants.
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.3* Consent of Cooley Godward LLP (included in Exhibit 5.1).
24.1+ Power of Attorney.
27.1 Financial Data Schedule.
</TABLE>

- ---------------
* To be filed by amendment.

+ Previously filed.

<PAGE> 1
EXHIBIT 4.1

NUMBER SHARES

COMMON STOCK [REPEATER TECHNOLOGIES LOGO] COMMON STOCK

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CUSIP 76027U 10 2

THIS CERTIFIES THAT SEE REVERSE FOR CERTAIN
RESTRICTIONS

IS THE OWNER OF

FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK,
PAR VALUE $0.001 PER SHARE, OF

REPEATER TECHNOLOGIES, INC.

The shares represented by this certificate are transferable on the stock
transfer books of the Corporation by the holder of record hereof, or by duly
authorized attorney or legal representative, upon the surrender of this
Certificate properly endorsed. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.

IN WITNESS WHEREOF, the Corporation has caused this certificate to bear the
facsimile signatures of its duly authorized officers and to be sealed with the
facsimile of its corporate seal.

Dated:

<TABLE>
<S> <C> <C>
REPEATER TECHNOLOGIES, INC.
CORPORATE SEAL
SECRETARY FEB. 2000 PRESIDENT
DELAWARE
</TABLE>

COUNTERSIGNED AND REGISTERED
U.S. STOCK TRANSFER CORPORATION
TRANSFER AGENT AND REGISTRAR

By:

AUTHORIZED SIGNATURE

<PAGE> 2
REPEATER TECHNOLOGIES, INC.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS, A COPY OF THE DESIGNATIONS, POWERS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR
SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. ANY SUCH REQUESTS MAY BE ADDRESSED TO THE SECRETARY
OF THE CORPORATION.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - _______________ Custodian _______________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
Act _________________________
JT TEN - as joint tenants with right of (State)
survivorship and not as tenants
in common
</TABLE>

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, ______________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------

- --------------------------------------

- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP OR POSTAL CODE, OF ASSIGNEE)

- --------------------------------------------------------------------------------

- ------------------------------------------------------------------------ Shares
of the Common Stock represented by the within certificate, and do hereby
irrevocably constitute and appoint

- ----------------------------------------------------------------------- Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated
-------------------------

-------------------------------------------
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:

- ---------------------------------------------------------------------------
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

- --------------------------------------------------------------------------------
AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: STEVE KOWALSKI:
55TH & SANSOM STREET 215-764-8620
PHILADELPHIA, PA 19139 PROOF OF MARCH 13, 2000
(215) 764-8600 REPEATER TECHNOLOGIES, INC.
H65664 BACK
- --------------------------------------------------------------------------------
SALES: M. SANDNU: 415-543-8585 OPERATOR: LR
HOME 15/LIVE JOBS/REPEATER H65664 NEW
- --------------------------------------------------------------------------------

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form S-1 of our
reports dated April 5, 2000 relating to the consolidated financial statements
and financial statement schedule of Repeater Technologies, Inc., which appear in
such Registration Statement. We also consent to the references to us under the
headings "Experts" and "Selected Financial Data" in such Registration Statement.

PricewaterhouseCoopers LLP

San Jose, California

April 14, 2000

<PAGE> 1
EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We hereby consent to the use in this Registration Statement on Form S-1 of our
report dated March 15, 2000 relating to the financial statements of The Gwydion
Company, LLC, which appears in such Registration Statement. We also consent to
the reference to us under the heading "Experts" in such Registration Statement.

PricewaterhouseCoopers LLP

San Jose, California
April 14, 2000

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> SEP-25-1999
<PERIOD-END> DEC-24-1999
<CASH> 8,591,000
<SECURITIES> 0
<RECEIVABLES> 3,910,000
<ALLOWANCES> 225,000
<INVENTORY> 2,213,000
<CURRENT-ASSETS> 14,693,000
<PP&E> 6,149,000
<DEPRECIATION> 4,189,000
<TOTAL-ASSETS> 17,145,000
<CURRENT-LIABILITIES> 6,655,000
<BONDS> 18,710,003
10,000
0
<COMMON> 3,000
<OTHER-SE> (8,207,000)
<TOTAL-LIABILITY-AND-EQUITY> 17,145,000
<SALES> 12,321,000
<TOTAL-REVENUES> 12,321,000
<CGS> 8,728,000
<TOTAL-COSTS> 20,587,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,400,000
<INCOME-PRETAX> 9,370,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 9,370,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,370,000
<EPS-BASIC> (3.82)
<EPS-DILUTED> (3.82)

</TABLE>