<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
OMB APPROVAL
OMB Number: 3235-0082
Expires: May 31, 2000
Estimated average burden
hours per response.......30.00
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
GENERAL INSTRUCTIONS
A. RULE AS TO USE OF FORM 11-K.
This form shall be used for annual reports pursuant to Section 15(d) of the
Securities Exchange Act of 1934 ("Exchange Act") with respect to employee stock
purchase, savings and similar plans, interests in which constitute securities
registered under the Securities Act of 1933. This Form also shall be used for
transition reports filed pursuant to Section 15(d) of the Act. Such a report is
required to be filed even though the issuer of the securities offered to
employees pursuant to the plan also files annual reports pursuant to
Section 13(a) or 15(d) of the Exchange Act. However, attention is directed to
Rule 15d-21 (Section240.15d-21), which provides that in certain cases the
information required by this Form may be furnished with respect to the plan as a
part of the annual report of such issuer. Reports on this Form shall be filed
within 90 days after the end of the fiscal year of the plan, PROVIDED THAT plans
subject to the Employee Retirement Income Security Act of 1974 ("ERISA") shall
file the plan financial statements within 180 days after the plan's fiscal year
end.
B. APPLICATION OF GENERAL RULES AND REGULATIONS.
(a) The General Rules and Regulations under the Exchange Act contain
requirements applicable to reports on any form. These general
requirements should be carefully read and observed in the preparation and
filing of reports on this Form.
(b) Particular attention is directed to Regulation 12B, which contains
general requirements regarding matters such as the kind and size of paper
to be used, the legibility of the report, and the filing of the report.
The definitions contained in Rule 12b-2 (Section240.12b-2) should be
especially noted. See also Regulation 15D.
(c) Four complete copies of each report on this Form, including exhibits and
all papers and documents filed as a part thereof, shall be filed with the
Commission. At least one of the copies filed shall be manually signed.
Copies not manually signed shall bear typed or printed signatures.
C. PREPARATION OF REPORT.
This Form is not to be used as a blank form to be filled in, but only as a
guide in the preparation of the report on paper meeting the requirements of
Rule 12b-12 (Section240.12b-12). The report may omit the text of Form 11-K
specifying the information required provided the answers thereto are prepared in
the manner specified in Rule 12b-13 (Section240.12b-13).
D. INCORPORATION OF INFORMATION IN REPORT TO EMPLOYEES.
Any financial statements contained in any plan annual report to employees
covering the latest fiscal year of the plan may be incorporated by reference
from such document in response to part or all of the requirements of this Form,
provided such financial statements substantially meet the requirements of this
Form and provided that such document is filed as an exhibit to this report on
Form 11K.
E. ELECTRONIC FILERS.
(a) Reports on this Form may be filed either in paper or in electronic
format, at the filer's option. SEE Rule 101(b)(3) of Regulation S-T
(Section232.101(b)(3) of this chapter).
(b) Financial Data Schedules are not required to be submitted in connection
with annual reports on this form. SEE Item 601(c)(1) of Regulations S-K
and S-B (Section229.601)(c)(1) and Section228.601(c)(1), respectively).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION
OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED
TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID
OMB CONTROL NUMBER.
<PAGE>
FORM 11-K
(Mark One)
<TABLE>
<S> <C>
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1999
</TABLE>
OR
<TABLE>
<S> <C>
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from --------- to ---------
COMMISSION FILE NUMBER
</TABLE>
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
Adaptive Broadband Corporation Tax-Deferred Savings and Deferred Profit
Sharing Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Adaptive Broadband Corporation 1143 Borregas Avenue Sunnyvale, CA 94089
REQUIRED INFORMATION
The following financial statements shall be furnished for the plan:
1. An audited statement of financial condition as of the end of the latest
two fiscal years of the plan (or such lesser period as the plan has been in
existence).
2. An audited statement of income and changes in plan equity for each of
the latest three fiscal years of the plan (or such lesser period as the plan has
been in existence).
3. The statements required by Items 1 and 2 shall be prepared in accordance
with the applicable provisions of Article 6A of Regulation S-X
(17 CFR 210.6A-01-.6A-05).
4. In lieu of the requirements of Items 1-3 above, plans subject to ERISA
may file plan financial statements and schedules prepared in accordance with the
financial reporting requirements of ERISA. To the extent required by ERISA, the
plan financial statements shall be examined by an independent accountant, except
that the "limited scope exemption" contained in Section 103(a)(3)(C) of ERISA
shall not be available.
NOTE: A written consent of the accountant is required with respect to the
plan annual financial statements which have been incorporated by reference in a
registration statement on Form S-8 under the Securities Act of 1933. The consent
should be filed as an exhibit to this annual report. Such consent shall be
currently dated and manually signed.
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
<TABLE>
<S> <C>
Adaptive Broadband Corporation
Tax-Deferred Savings and Deferred Profit Sharing Plan
------------------------------------------------------------
(Name of Plan)
Date: December 23, 1999 /s/ KENNETH J. WEES
------------------------------------------------------------
(Signature)*
Kenneth J. Wees
Vice President, General Counsel
and Secretary
</TABLE>
* Print name and title of the signing official under the signature.
<PAGE>
ADAPTIVE BROADBAND CORPORATION
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN
(FORMERLY CALIFORNIA MICROWAVE
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN)
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
INDEPENDENT AUDITORS' REPORT................................ 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS............. 2-3
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS.................................................. 4-6
NOTES TO FINANCIAL STATEMENTS............................... 7-14
SUPPLEMENTAL SCHEDULES...................................... 15
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES............. 16
SCHEDULE OF REPORTABLE TRANSACTIONS......................... 17
EXHIBIT 23.................................................. 18
</TABLE>
i
<PAGE>
INDEPENDENT AUDITORS' REPORT
Administrative Committee
Adaptive Broadband Corporation
We have audited the accompanying Statement of Net Assets Available for
Benefits of the Adaptive Broadband Corporation Tax-Deferred Savings and Deferred
Profit Sharing Plan (the Plan), formerly the California Microwave Tax-Deferred
Savings and Deferred Profit Sharing Plan, as of June 30, 1999 and 1998, and the
related Statement of Changes in Net Assets Available for Benefits for the years
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits as of June 30,
1999 and 1998, and the related changes in net assets available for benefits for
the years then ended, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets Held
for Investment Purposes as of June 30, 1999 and Schedule of Reportable
Transactions for the year ended June 30, 1999, are presented for purposes of
complying with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974 and are not
a required part of the basic financial statements. The supplemental schedules
have been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Morris, Davis & Chan
November 5, 1999
<PAGE>
ADAPTIVE BROADBAND CORPORATION
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN
(FORMERLY CALIFORNIA MICROWAVE
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 1999
<TABLE>
<CAPTION>
SPARTAN FIDELITY
MANAGED FIDELITY FIDELITY U.S. EQUITY FIDELITY LOW-PRICED STRONG
INCOME U.S. BOND PURITAN INDEX MAGELLAN STOCK OPPORTUNITY
FUND INDEX FUND FUND FUND FUND FUND FUND
---------- ----------- ---------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments
Adaptive Broadband
Corporation common
stock, at market
value................ $ -- $ -- $ -- $ -- $ -- $ -- $ --
Insurance contracts, at
contract value....... 5,012,017 $ -- $ -- $ -- $ -- $ -- $ --
Managed Income
Portfolio at cost,
which approximates
market value......... 3,082,819 $ -- $ -- $ -- $ -- $ -- $ --
Mutual Funds, at market
value................ -- 218,088 8,449,921 2,907,269 25,405,676 299,953 12,027,752
Participant Loans........ -- -- -- -- -- -- --
Employee matching
contributions
receivable............. 84,191 5,920 117,590 45,800 257,880 8,647 192,058
---------- -------- ---------- ----------- ----------- -------- -----------
Total Assets......... 8,179,027 224,008 8,567,511 2,953,069 25,663,556 308,600 12,219,810
---------- -------- ---------- ----------- ----------- -------- -----------
LIABILITIES................ -- -- -- -- -- -- --
---------- -------- ---------- ----------- ----------- -------- -----------
Net Assets Available for
Benefits................. $8,179,027 $224,008 $8,567,511 $ 2,953,069 $25,663,556 $308,600 $12,219,810
========== ======== ========== =========== =========== ======== ===========
<CAPTION>
FIDELITY FRANKLIN ADAPTIVE
DIVERSIFIED SMALL CAP BROADBAND
INTERNATIONAL GROWTH COMPANY LOAN
FUND FUND STOCK FUND FUND TOTAL
------------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments
Adaptive Broadband
Corporation common
stock, at market
value................ $ -- $ -- $892,717 $ -- $ 892,717
Insurance contracts, at
contract value....... $ -- $ -- $ -- $ -- $ 5,012,017
Managed Income
Portfolio at cost,
which approximates
market value......... $ -- $ -- $ -- $ -- 3,082,819
Mutual Funds, at market
value................ 116,501 608,694 -- -- 50,033,854
Participant Loans........ -- -- -- 1,314,711 1,314,711
Employee matching
contributions
receivable............. 7,132 15,630 21,069 -- 755,917
-------- -------- -------- ---------- -----------
Total Assets......... 123,633 624,324 913,786 1,314,711 61,092,035
-------- -------- -------- ---------- -----------
LIABILITIES................ -- -- -- -- --
-------- -------- -------- ---------- -----------
Net Assets Available for
Benefits................. $123,633 $624,324 $913,786 $1,314,711 $61,092,035
======== ======== ======== ========== ===========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
ADAPTIVE BROADBAND CORPORATION
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN
(FORMERLY CALIFORNIA MICROWAVE
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 1998
<TABLE>
<CAPTION>
SPARTAN FIDELITY
MANAGED FIDELITY FIDELITY U.S. EQUITY FIDELITY LOW-PRICED STRONG
INCOME U.S. BOND PURITAN INDEX MAGELLAN STOCK OPPORTUNITY
FUND INDEX FUND FUND FUND FUND FUND FUND
---------- ----------- ----------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
Insurance contracts, at
contract value.............. $7,198,596 $ -- $ -- $ -- $ -- $ -- $ --
Managed Income Portfolio at
cost, which approximates
market value................ 1,626,211 -- -- -- -- -- --
Mutual funds, at market
value....................... -- 37,125 10,254,223 994,480 21,418,997 232,367 13,213,203
Participant loans............... -- -- -- -- -- -- --
Employer matching contributions
receivable.................... 137,872 6,026 233,406 29,232 426,346 8,616 367,881
---------- ------- ----------- ----------- ----------- -------- -----------
Total Assets.................. 8,962,679 43,151 10,487,629 1,023,712 21,845,343 240,983 13,581,084
---------- ------- ----------- ----------- ----------- -------- -----------
LIABILITIES....................... -- -- -- -- -- -- --
---------- ------- ----------- ----------- ----------- -------- -----------
Net Assets Available for
Benefits........................ $8,962,679 $43,151 $10,487,629 $ 1,023,712 $21,845,343 $240,983 $13,581,084
========== ======= =========== =========== =========== ======== ===========
<CAPTION>
FIDELITY FRANKLIN
DIVERSIFIED SMALL CAP
INTERNATIONAL GROWTH LOAN
FUND FUND FUND TOTAL
------------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
ASSETS
Investments:
Insurance contracts, at
contract value.............. $ -- $ -- $ -- $ 7,198,596
Managed Income Portfolio at
cost, which approximates
market value................ -- -- -- 1,626,211
Mutual funds, at market
value....................... 163,353 232,185 -- 46,545,933
Participant loans............... -- -- 1,149,505 1,149,505
Employer matching contributions
receivable.................... 5,712 13,127 -- 1,228,218
-------- -------- ---------- -----------
Total Assets.................. 169,065 245,312 1,149,505 57,748,463
-------- -------- ---------- -----------
LIABILITIES....................... -- -- -- --
-------- -------- ---------- -----------
Net Assets Available for
Benefits........................ $169,065 $245,312 $1,149,505 $57,748,463
======== ======== ========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
ADAPTIVE BROADBAND CORPORATION
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN
(FORMERLY CALIFORNIA MICROWAVE
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
SPARTAN FIDELITY
MANAGED FIDELITY FIDELITY U.S. EQUITY FIDELITY LOW-PRICED STRONG
INCOME U.S. BOND PURITAN INDEX MAGELLAN STOCK OPPORTUNITY
FUND INDEX FUND FUND FUND FUND FUND FUND
---------- ----------- ---------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Interest and
dividends............ $ 514,538 $ 27,244 $ 969,679 $ 30,425 $ 1,929,494 $ 20,636 $1,285,044
Not realized and
unrealized
appreciation
(depreciation) of
investments.......... -- $(12,826) (153,238) 449,023 3,417,761 (15,305) 699,752
Interest on loans...... -- -- -- -- -- -- --
Participants'
contributions........ 436,598 43,136 741,091 288,940 1,552,333 77,282 1,112,788
Employer matching
contributions........ 86,147 5,920 118,640 48,955 257,962 8,647 195,007
Rollover
contributions........ 69,837 142,183 20,426 59,065 421,748 9,596 41,601
---------- -------- ---------- ----------- ----------- -------- -----------
Total Additions............ 1,107,120 205,657 1,696,598 876,408 7,579,298 100,856 3,334,192
---------- -------- ---------- ----------- ----------- -------- -----------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefit
distributions........ 1,765,432 21,266 1,960,766 131,540 3,522,677 27,912 2,128,190
Administrative
expenses............. 6,613 166 4,574 466 8,910 495 6,602
Forfeitures-net........ (14,990) -- 2,946 -- 6,996 -- 5,046
---------- -------- ---------- ----------- ----------- -------- -----------
Total Deductions..... 1,757,055 21,432 1,968,286 132,006 3,538,583 28,407 2,139,838
---------- -------- ---------- ----------- ----------- -------- -----------
Change in net assets
available for benefits... (649,935) 184,225 (271,688) 744,402 4,040,715 72,449 1,194,354
Fund transfers............. 508,374 (3,368) (1,330,064) 1,202,701 1,039,522 (4,832) (2,271,788)
Transfer to other plan..... (642,091) -- (318,366) (17,746) (1,262,024) -- (283,840)
Net Assets Available for
Benefits
Beginning of Year........ 8,962,679 43,151 10,487,629 1,023,712 21,845,343 240,983 13,581,084
---------- -------- ---------- ----------- ----------- -------- -----------
Net Assets Available for
Benefits
End of Year.............. $8,179,027 $224,008 $8,567,511 $ 2,953,069 $25,663,556 $308,600 $12,219,810
========== ======== ========== =========== =========== ======== ===========
<CAPTION>
FIDELITY FRANKLIN ADAPTIVE
DIVERSIFIED SMALL CAP BROADBAND
INTERNATIONAL GROWTH COMPANY LOAN
FUND FUND STOCK FUND FUND TOTAL
------------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Interest and
dividends............ $ 5,045 $ 3,992 $ -- $ -- $ 4,788,097
Not realized and
unrealized
appreciation
(depreciation) of
investments.......... 7,681 101,115 456,906 -- 4,950,869
Interest on loans...... -- -- -- 95,139 95,139
Participants'
contributions........ 61,947 110,082 16,232 -- 4,440,429
Employer matching
contributions........ 7,633 15,881 21,069 -- 765,861
Rollover
contributions........ 18,238 14,759 140,796 -- 938,249
-------- -------- -------- ---------- -----------
Total Additions............ 100,544 247,829 635,003 95,139 15,978,644
-------- -------- -------- ---------- -----------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefit
distributions........ 40,854 177,796 9,740 168,325 9,954,498
Administrative
expenses............. 79 210 78 -- 28,193
Forfeitures-net........ -- 2 -- -- --
-------- -------- -------- ---------- -----------
Total Deductions..... 40,933 178,008 9,818 168,325 9,982,691
-------- -------- -------- ---------- -----------
Change in net assets
available for benefits... 59,611 69,821 625,185 (73,186) 5,995,953
Fund transfers............. (68,763) 309,191 288,601 330,426 --
Transfer to other plan..... (36,280) -- -- (92,034) (2,652,381)
Net Assets Available for
Benefits
Beginning of Year........ 169,065 245,312 -- 1,149,505 57,748,463
-------- -------- -------- ---------- -----------
Net Assets Available for
Benefits
End of Year.............. $123,633 $624,324 $913,786 $1,314,711 $61,092,035
======== ======== ======== ========== ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
ADAPTIVE BROADBAND CORPORATION
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN
(FORMERLY CALIFORNIA MICROWAVE
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
AGGRESSIVE MANAGED
GROWTH GROWTH BALANCED STABLE INCOME
FUND FUND FUND VALUE FUND FUND
----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Interest, dividends and other investment
income......................................... $ 1,574,563 $ 890,751 $ 947,103 $ 334,318 $ 285,638
Less: investment expenses........................ -- -- -- (7,774) --
----------- ----------- ----------- ----------- ----------
Net investment income............................ 1,574,563 890,751 947,103 326,544 285,638
Net realized and unrealized appreciation
(depreciation) of investments.................. (38,484) 880,319 41,955 -- --
Interest on loans................................ -- -- -- -- --
Participants' contributions...................... 892,779 974,745 678,180 382,094 293,126
Employer matching contributions.................. -- -- -- -- 136,846
Rollover contributions........................... 41,668 69,628 19,474 8,742 30,159
----------- ----------- ----------- ----------- ----------
Total Additions................................ 2,470,526 2,815,443 1,686,712 717,380 745,769
----------- ----------- ----------- ----------- ----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefit distributions............................ 1,251,013 1,954,936 1,301,721 1,495,183 1,420,302
Administrative expenses.......................... 23,202 34,926 20,196 14,126 7,074
Forfeitures-net.................................. -- -- -- -- (4,488)
----------- ----------- ----------- ----------- ----------
Total Deductions............................... 1,274,215 1,989,862 1,321,917 1,509,309 1,422,888
----------- ----------- ----------- ----------- ----------
Change in net assets available for benefits........ 1,196,311 825,581 364,795 (791,929) (677,119)
Fund transfers..................................... (13,639,848) (19,865,087) (11,169,167) (10,136,018) 9,639,798
Net Assets Available for Benefits
Beginning of Year................................ 12,443,537 19,039,506 10,804,372 10,927,947 --
Net Assets Available for Benefits
End of Year...................................... $ -- $ -- $ -- $ -- $8,962,679
<CAPTION>
FIDELITY FIDELITY SPARTAN
U.S. BOND PURITAN U.S. EQUITY
INDEX FUND FUND INDEX FUND
----------- ----------- -----------
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Interest, dividends and other investment
income......................................... $ 176 $ 185,103 $ 3,188
Less: investment expenses........................ -- -- --
------- ----------- ----------
Net investment income............................ 176 185,103 3,188
Net realized and unrealized appreciation
(depreciation) of investments.................. 120 979,337 21,073
Interest on loans................................ -- -- --
Participants' contributions...................... 1,975 542,000 22,463
Employer matching contributions.................. 6,026 233,710 29,232
Rollover contributions........................... 2,492 154,122 6,782
------- ----------- ----------
Total Additions................................ 10,789 2,094,272 82,738
------- ----------- ----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefit distributions............................ -- 2,153,734 3,158
Administrative expenses.......................... -- 7,909 89
Forfeitures-net.................................. -- 833 670
------- ----------- ----------
Total Deductions............................... -- 2,162,476 3,917
------- ----------- ----------
Change in net assets available for benefits........ 10,789 (68,204) 78,821
Fund transfers..................................... 32,362 10,555,833 944,891
Net Assets Available for Benefits
Beginning of Year................................ -- -- --
Net Assets Available for Benefits
End of Year...................................... $43,151 $10,487,629 $1,023,712
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
ADAPTIVE BROADBAND CORPORATION
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN
(FORMERLY CALIFORNIA MICROWAVE
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
FIDELITY FIDELITY FRANKLIN
FIDELITY LOW-PRICED STRONG DIVERSIFIED SMALL CAP
MAGELLAN STOCK OPPORTUNITY INTERNATIONAL GROWTH LOAN
FUND FUND FUND FUND FUND FUND TOTAL
----------- ---------- ----------- ------------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Interest, dividends and other
investment income........... $ 575,293 $ -- $ 424,702 $ -- $ -- $ -- $ 5,220,835
Less: investment expenses..... -- -- -- -- -- -- (7,774)
----------- -------- ----------- -------- -------- ---------- -----------
Net investment income......... 575,293 -- 424,702 -- -- -- 5,213,061
Net realized and unrealized
appreciation (depreciation)
of investments.............. 3,079,643 (4,912) 1,519,171 (2,027) (7,146) -- 6,469,049
Interest on loans............. -- -- -- -- -- 95,947 95,947
Participants' contributions... 928,402 7,440 821,156 5,517 9,841 -- 5,559,718
Employer matching
contributions............... 426,649 8,616 368,083 5,712 13,127 -- 1,228,001
Rollover contributions........ 169,008 12,254 70,509 1,246 14,747 -- 600,831
----------- -------- ----------- -------- -------- ---------- -----------
Total Additions............. 5,178,995 23,398 3,203,621 10,448 30,569 95,947 19,166,607
----------- -------- ----------- -------- -------- ---------- -----------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefit distributions......... 3,327,930 -- 2,344,810 5,950 -- 260,346 15,519,083
Administrative expenses....... 15,185 62 11,671 -- -- -- 134,440
Forfeitures-net............... 1,935 -- 1,050 -- -- -- --
----------- -------- ----------- -------- -------- ---------- -----------
Total Deductions............ 3,345,050 62 2,357,531 5,950 -- 260,346 15,653,523
----------- -------- ----------- -------- -------- ---------- -----------
Change in net assets available for
benefits........................ 1,833,945 23,336 846,090 4,498 30,569 (164,399) 3,513,084
Fund transfers.................... 20,011,398 217,647 12,734,994 164,567 214,743 293,887 --
Net Assets Available for Benefits
Beginning of Year............... -- -- -- -- -- 1,020,017 54,235,379
----------- -------- ----------- -------- -------- ---------- -----------
Net Assets Available for Benefits
End of Year..................... $21,845,343 $240,983 $13,581,084 $169,065 $245,312 $1,149,505 $57,748,463
=========== ======== =========== ======== ======== ========== ===========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
ADAPTIVE BROADBAND CORPORATION
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN
(FORMERLY CALIFORNIA MICROWAVE
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF THE PLAN
The following description of the ADAPTIVE BROADBAND CORPORATION TAX-DEFERRED
SAVINGS AND DEFERRED PROFIT SHARING PLAN (the Plan), formerly the CALIFORNIA
MICROWAVE TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN, provides only
general information. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
The Plan was established by the Board of Directors of Adaptive Broadband
Corporation (the Company), formerly California Microwave, Inc., to provide
eligible employees retirement, disability, death, and income tax benefits
through voluntary deferral of compensation. Employees of the Company and its
subsidiaries are eligible to participate in the 401(k) feature of the Plan
immediately upon employment. The Plan also contains a profit sharing provision.
Employees of the Company and its subsidiaries are eligible to participate in the
profit sharing feature upon completing one year of service. The profit sharing
contribution to the Plan is targeted at 5% of the Company's pretax income and is
at the discretion of the Company's Board of Directors.
The Plan allows for participant loans. A participant may borrow up to the
lesser of $50,000 or 50% of his/her account balance with a minimum loan of
$1,000. Repayments on these loans are through payroll deductions. In general,
the loan repayment period is not to exceed five years, except in the case where
the loan is used to acquire a principal residence. Currently, loans bear
interest at one percent over prime rate determined on the first day of the
quarter the loan is granted. This rate is subject to change.
The Plan is administered by an Administrative Committee that serves at the
discretion of the Company's Board of Directors. The Administrative Committee is
responsible for all matters including, but not limited to, eligibility, rights
to benefits, interpreting Plan documents, directing the Plan trustee and
maintaining participants' accounts. Effective January 1, 1998, Fidelity
Management Trust Company became the trustee, and Fidelity Institutional
Retirement Services Company became the recordkeeper. Prior to that time, Bank of
America was the trustee, and Watson Wyatt was the recordkeeper.
METHOD OF ACCOUNTING
The Plan is accounted for on the accrual basis of accounting, except for
benefit payments and withdrawals, which are recorded when paid, in accordance
with generally accepted accounting principles.
The preparation of financial statements in accordance with generally
accepted accounting principles requires the Plan management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results may differ from those estimates.
INVESTMENT VALUATIONS
Investments in managed funds consisting primarily of contracts with life
insurance companies and other fixed income investments are stated at cost, which
represents contributions made under the contracts and other investments plus
interest at the contract rates, and approximates market value.
7
<PAGE>
ADAPTIVE BROADBAND CORPORATION
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN
(FORMERLY CALIFORNIA MICROWAVE
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999 AND 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Investments in mutual funds and Company common stock are stated at market
value based on quoted market prices on the last day of the Plan year.
ADMINISTRATIVE EXPENSES
The Plan generally pays administrative expenses up to the greater of 50
percent of total cost or 10 percent of total income. Any expenses in excess of
this amount may be paid by the Company. Administrative expenses consist of
trustee fees, administrator fees, investment advisor fees, and audit fees.
Expenses paid by the Plan for the years ended June 30, 1999 and 1998 were
$28,193 and $134,440, respectively. Expenses paid by the Company for the years
ended June 30, 1999 and 1998 were $92,700 and $36,600, respectively.
2. CONTRIBUTIONS
Participants may contribute from 1 percent to 20 percent of their total
compensation during the Plan year and exclude the contributions made during each
calendar year, subject to certain limitations, from current taxable income (as
defined by Section 401(k) of the Internal Revenue Code, as amended). The Company
may make matching contributions to each participant's account on June 30 equal
to 66 2/3% of the first $1,500, and 50% of the next $1,200 of the participant's
contribution up to a maximum of $1,600 for the year ended June 30, 1999, and 66
2/3% of the first $1,500, and 50% of the next $800 of the participant's
contribution up to a maximum of $1,400 for the year ended June 30, 1998.
Matching contributions are dependent on the profitability of the Company and may
be changed or eliminated at the discretion of the Company's Board of Directors.
Matching contributions of $765,861 and $1,228,001 were made by the Company for
the years ended June 30, 1999 and 1998, respectively.
The Company may also make a profit sharing contribution in an amount
determined by the Board of Directors. No profit sharing contributions were made
for the years ended June 30, 1999 and 1998.
Participants are 100 percent vested in the salary deferral and in the
Company's matching contributions at all times. Profit sharing contributions
become vested at a rate of 20% for each year of service. Forfeitures may be
allocated among remaining eligible participants, or used to reduce Company
contributions or to pay plan expenses at the Company's discretion.
3. BENEFITS AND WITHDRAWALS
Benefits are paid in a lump sum to participants upon normal retirement
(age 65) or termination of employment from the Company.
Participant contributions to the Plan may also be withdrawn upon written
request to and approval by the Administrative Committee in instances in which a
participant has suffered a financial hardship and no alternative source of money
is available.
8
<PAGE>
ADAPTIVE BROADBAND CORPORATION
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN
(FORMERLY CALIFORNIA MICROWAVE
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999 AND 1998
3. BENEFITS AND WITHDRAWALS (CONTINUED)
Participants retired or terminated from the Company may elect to leave
vested amounts in the Plan; however, no future contributions can be made to the
participants' accounts. Benefits and withdrawals are not reflected in the
accompanying financial statements until paid by the Plan.
4. INVESTMENTS
Participants in the Plan direct the investment of their funds and may select
from one or a combination of the following investment funds through
December 31, 1997:
AGGRESSIVE GROWTH FUND
This fund stresses capital appreciation by investing primarily in a
diversified portfolio of equity securities of growing companies. Although income
from investments is not a priority, this fund may occasionally invest in
corporate and government bonds. Risk for this fund should be greater than the
Standard & Poors (S&P) 500.-TM-
GROWTH FUND
This fund seeks to achieve its investment objective of capital appreciation
by investing primarily in equity securities of large companies. Most of the
assets are invested in domestic corporations; however, a small portion of the
portfolio may be invested overseas. This fund should experience the same risk as
the S&P 500.-TM-
BALANCED FUND
This fund seeks total return by investing in a specific combination of
stocks and bonds. This fund earns a modest return of capital and income. This
fund should carry lower risk than the S&P 500.-TM-
STABLE VALUE FUND
This fund invests in a combination of insurance company fixed-income
instruments and a separately managed fixed-income fund. While the risk is rated
medium-low, this fund's risk is subject to the credit-worthiness of the issuing
companies and the underlying assets in the managed fixed-income fund.
SHORT-TERM INVESTMENTS
Through December 31, 1997, cash was temporarily invested in the Bank of
America Short-Term Investment Fund pending reinvestment into the above noted
funds. Participants were not allowed to direct the investment of their funds
into this investment vehicle.
Beginning January 1, 1998, all assets in the Plan were transferred to
Fidelity Management Trust Company as trustee, and the following investment
options were offered:
9
<PAGE>
ADAPTIVE BROADBAND CORPORATION
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN
(FORMERLY CALIFORNIA MICROWAVE
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999 AND 1998
4. INVESTMENTS (CONTINUED)
MANAGED INCOME FUND
This fund is a portfolio comprised of a combination of the fixed-income
insurance company instruments previously held in the Stable Value Fund, and a
Managed Income Portfolio (MIP). The MIP is managed by Fidelity Management Trust
Company and strives to maintain a stable $1 unit price. While the risk is rated
as medium-low, this fund's risk is subject to the credit-worthiness of the
issuing companies and the underlying assets in the MIP.
FIDELITY U.S. BOND INDEX FUND
This mutual fund is an income fund and strives to provide investment
performance that corresponds to the Lehman Brothers Aggregate Bond Index.
Investments consist of medium to high quality U.S. Treasury and U.S. Government
securities, corporate bonds, asset-backed and mortgage-backed securities, and
U.S. dollar denominated foreign securities with maturities of at least one year.
The risk is rated as medium-low.
FIDELITY PURITAN FUND
This mutual fund is a balanced fund, investing in high-yielding U.S. and
foreign securities, including common and preferred stocks and bonds of any
quality. The risk level is considered moderate, with greater potential for
capital growth.
SPARTAN U.S. EQUITY INDEX FUND
This is a growth and income mutual fund. The fund invests in companies that
make up the S&P 500 Index-TM-, and focuses on duplicating the composition and
performance of the S&P 500-TM-. The fund is designed to pursue possible high,
long-term growth, with associated moderate risk, through a portfolio of
securities that broadly represent the stock market.
FIDELITY MAGELLAN FUND (previously the Growth Fund)
This fund represents a continuation of the same mutual fund previously
offered as the Growth Fund, and provides a potential for higher long-term
capital appreciation through investments in domestic stocks and bonds, and may
also invest in foreign securities.
FIDELITY LOW-PRICED STOCK FUND
This is a growth mutual fund with an objective of long-term capital
appreciation through investing in stocks of companies the fund manager considers
undervalued or out of favor with other investors and that could offer the
possibility of significant growth.
10
<PAGE>
ADAPTIVE BROADBAND CORPORATION
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN
(FORMERLY CALIFORNIA MICROWAVE
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999 AND 1998
4. INVESTMENTS (CONTINUED)
STRONG OPPORTUNITY FUND (previously the Aggressive Growth Fund)
This is a growth mutual fund managed by Strong Capital Management, Inc., and
was previously offered as the Aggressive Growth Fund, and invests primarily in
domestic and foreign stocks of medium-sized companies that the advisor believes
are under-researched and attractively valued, with the potential for high
long-term returns.
FIDELITY DIVERSIFIED INTERNATIONAL FUND
This is a growth mutual fund that invests outside of the U.S. Investments
consist primarily of stocks of larger foreign companies that are included in the
Morgan Stanley EAFE Index-TM- that appear undervalued compared to industry
norms. This investment may present higher risks and potential rewards, and may
complement the behavior of domestic funds.
FRANKLIN SMALL CAP GROWTH FUND
This fund is managed by Franklin Advisors, Inc., and is a growth mutual fund
that primarily invests in companies that have a market capitalization of less
than $1 billion and tries to keep at least one-third of its assets invested in
companies under $550 million. The fund may invest up to 25% of its assets in
foreign securities, which may increase risk for the potential greater return
over the long term.
ADAPTIVE BROADBAND COMPANY STOCK FUND
Effective January 1, 1999, the Plan was amended to add a Company Stock Fund
as an available investment option. This fund consists of shares of Adaptive
Broadband Corporation (formerly California Microwave, Inc.) common stock. The
risks associated with this investment would be dependent upon the overall
financial performance of the Company, the industry in which it operates, and any
restrictions set forth by the Securities and Exchange Commission related to
employee purchases of the Company's common stock.
11
<PAGE>
ADAPTIVE BROADBAND CORPORATION
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN
(FORMERLY CALIFORNIA MICROWAVE
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999 AND 1998
4. INVESTMENTS (CONTINUED)
The following table presents investments as of June 30, 1999 and 1998,
respectively.
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
INVESTMENTS AT COST, WHICH APPROXIMATES MARKET VALUE
Fidelity Managed Income Portfolio........................... $ 3,082,819* $ 1,626,211
----------- -----------
INVESTMENTS AT CONTRACT VALUE
New York Life Insurance,GA-30298, matures 6/30/00, 6.06%.... 3,123,495* 2,945,027*
Metropolitan Life Insurance, GAC-20267, matures 6/30/01,
6.70%..................................................... 1,888,522 2,002,601
Hartford Life Insurance, GA42001A, matured 12/31/98,
5.42%..................................................... -- 344,865
Continental Assurance, GP-12985, matured 6/30/99, 6.86%..... -- 1,906,103
----------- -----------
5,012,017 7,198,596
----------- -----------
INVESTMENTS AT FAIR VALUE AS DETERMINED BY QUOTED MARKET
PRICE
Fidelity U.S. Bond Index Fund............................... 218,088 37,125
Fidelity Puritan Fund....................................... 8,449,921* 10,254,223*
Spartan U.S. Equity Index Fund.............................. 2,907,269 994,480
Fidelity Magellan Fund...................................... 25,405,676* 21,418,997*
Fidelity Low-Priced Stock Fund.............................. 299,953 232,367
Strong Opportunity Fund..................................... 12,027,752* 13,213,203*
Fidelity Diversified International Fund..................... 116,501 163,353
Franklin Small Cap Growth Fund.............................. 608,694 232,185
Adaptive Broadband Company Stock Fund....................... 892,717 --
----------- -----------
50,926,571 46,545,933
----------- -----------
Total Investments......................................... $59,021,407 $55,370,740
=========== ===========
</TABLE>
* Represents 5% or more of net assets available for benefits
12
<PAGE>
ADAPTIVE BROADBAND CORPORATION
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN
(FORMERLY CALIFORNIA MICROWAVE
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999 AND 1998
4. INVESTMENTS (CONTINUED)
During 1999 and 1998, the Plan's investments (including investments bought,
sold, and held during the year) appreciated in value by $4,950,869 and
$6,469,049, respectively.
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Fidelity U.S. Bond Index Fund............................... $ (12,826) $ 120
Fidelity Puritan Fund....................................... (153,238) 979,337
Spartan U.S. Equity Index Fund.............................. 449,023 21,073
Fidelity Magellan Fund...................................... 3,417,761 3,079,643
Fidelity Low-Priced Stock Fund.............................. (15,305) (4,912)
Strong Opportunity Fund..................................... 699,752 1,519,171
Fidelity Diversified International Fund..................... 7,681 (2,027)
Franklin Small Cap Growth Fund.............................. 101,115 (7,146)
Adaptive Broadband Company Stock Fund....................... 456,906 --
Aggressive Growth Fund...................................... -- (38,484)
Growth Fund................................................. -- 880,319
Balanced Fund............................................... -- 41,955
---------- ----------
$4,950,869 $6,469,049
========== ==========
</TABLE>
5. FEDERAL INCOME TAXES
The Plan obtained its latest determination letter on November 12, 1996, in
which the Internal Revenue Service stated that the Plan, as then designed, was
in compliance with the applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination letter. However, the
plan administrator and the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, they believe that the Plan was qualified
and the related trust was tax-exempt as of the financial statement date.
6. INVESTMENT CONTRACTS DISCLOSURE
In accordance with the American Institute of Certified Public Accountants
(AICPA) Statement of Position 94-4, "Reporting of Investment Contracts Held by
Health and Welfare Benefit Plans and Defined-
13
<PAGE>
ADAPTIVE BROADBAND CORPORATION
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN
(FORMERLY CALIFORNIA MICROWAVE
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999 AND 1998
6. INVESTMENT CONTRACTS DISCLOSURE (CONTINUED)
Contribution Pension Plans", (SOP 94-4), the following information is provided
for the insurance contracts held in the Managed Income Fund and the Stable Value
Fund at June 30, 1999 and 1998, respectively:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Average contract yield for the year ended June 30:.......... 6.26% 6.14%
Crediting interest rate as of June 30:...................... 6.36% 6.36%
Valuation reserve amount:................................... $ 0 $ 0
Fair value of investment contracts:......................... $5,012,017 $7,198,596
</TABLE>
To determine the aggregate fair value of the insurance contracts held by the
Plan, the projected future payouts from each contract were discounted using an
average interest rate offered on new contracts as of the measurement dates of
June 30, 1999 and 1998, having similar contract durations as the contracts in
effect for the Plan. All contracts have fixed rates.
If any contracts are terminated before their expiration dates or if certain
other events occur requiring liquidation of a portion of these contracts, the
value of the contracts may be reduced by a penalty, a market value adjustment,
or both.
7. TRANSFERS TO OTHER PLAN
Effective April 29, 1999, the Company changed its corporate name from
California Microwave, Inc. to Adaptive Broadband Corporation. At that time, the
Company completed the sale of two of its divisions (the Government Divisions) to
Northrop Grumman Corporation. These former employees of California
Microwave, Inc. were given the option of transferring their balances in the Plan
to Northrop Grumman's retirement plan. Due to participants choosing this option,
$2,560,347 in assets and $92,034 in participant loan balances were transferred
to the Northrop Grumman plan as of June 30, 1999.
14
<PAGE>
SUPPLEMENTAL SCHEDULES
15
<PAGE>
ADAPTIVE BROADBAND CORPORATION
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN
(FORMERLY CALIFORNIA MICROWAVE
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN)
EIN 94-1668412 PLAN NO. 002
FORM 5500 ITEM 27(A)
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
JUNE 30, 1999
<TABLE>
<CAPTION>
(A) (B) (C)
DESCRIPTION OF INVESTMENT
IDENTITY OF ISSUE, BORROWER, INCLUDING MATURITY DATE, RATE OF
LESSOR OR SIMILAR PARTY INTEREST, PAR OR MATURITY VALUE
- --------------------- ------------------------------------------------ ------------------------------------------------
<C> <S> <C>
* Fidelity Management Trust Company Managed Income Portfolio
New York Life Insurance GA-30298** Insurance Contracts & Policies 6/30/00, 6.06%
Metropolitan Life Insurance GAC-20267** Insurance Contracts & Policies 6/30/01, 6.70%
* Fidelity Investments U.S. Bond Index Fund
* Fidelity Investments Puritan Fund
* Fidelity Investments Spartan U.S. Equity Index Fund
* Fidelity Investments Magellan Fund
* Fidelity Investments Low-Priced Stock Fund
Strong Funds Opportunity Fund
* Fidelity Investments Diversified International Fund
Franklin Funds Small Cap Growth Fund
* Adaptive Broadband Corporation Common Stock
* Participant Loans 7.5% - 9.5%
<CAPTION>
(A) (D) (E)
CURRENT
COST VALUE
- --------------------- ----------- -----------
<C> <C> <C>
* $ 3,082,819 $ 3,082,819
3,123,495 3,123,495
1,888,522 1,888,522
* 228,498 218,088
* 7,945,184 8,449,921
* 2,489,186 2,907,269
* 17,783,888 25,405,676
* 307,167 299,953
8,923,399 12,027,752
* 106,052 116,501
540,303 608,694
* 539,844 892,717
* -- 1,314,711
</TABLE>
* Party-in-interest
**Current value represents contract value
16
<PAGE>
ADAPTIVE BROADBAND CORPORATION
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN
(FORMERLY CALIFORNIA MICROWAVE
TAX-DEFERRED SAVINGS AND DEFERRED PROFIT SHARING PLAN)
EIN 94-1668412 PLAN NO. 002
FORM 5500 ITEM 27(D)
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F)
EXPENSE
IDENTITY OF DESCRIPTION PURCHASE SELLING LEASE INCURRED WITH
PARTY INVOLVED OF ASSET PRICE PRICE RENTAL TRANSACTION
- ----------------------------------- ----------------------------------- ---------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C>
CATEGORY (III) - SERIES OF TRANSACTIONS
Fidelity Management Trust Company Managed Income Fund $6,850,899 $ -- N/A $ --
Fidelity Management Trust Company Managed Income Fund -- 7,580,870 N/A --
Fidelity Investments Puritan Fund 2,431,062 -- N/A --
Fidelity Investments Puritan Fund -- 3,992,095 N/A --
Fidelity Investments Spartan U.S. Equity Index Fund 2,261,293 -- N/A --
Fidelity Investments Spartan U.S. Equity Index Fund -- 797,527 N/A --
Strong Funds Opportunity Fund 3,530,600 -- N/A --
Strong Funds Opportunity Fund -- 5,415,804 N/A --
<CAPTION>
(A) (G) (H) (I)
CURRENT VALUE
IDENTITY OF COST OF OF ASSET ON
PARTY INVOLVED ASSET TRANSACTION DATE REALIZED GAIN
- ----------------------------------- ---------- ---------------- -------------
<S> <C> <C> <C>
CATEGORY (III) - SERIES OF TRANSACT
Fidelity Management Trust Company $6,850,899 6,850,899 $ --
Fidelity Management Trust Company 7,580,870 7,580,870 --
Fidelity Investments 2,431,062 2,431,062 --
Fidelity Investments 3,886,687 3,992,095 105,408
Fidelity Investments 2,261,293 2,261,293 --
Fidelity Investments 745,548 797,527 51,979
Strong Funds 3,530,600 3,530,600 --
Strong Funds 4,511,992 5,415,804 903,812
</TABLE>
17
<PAGE>
EXHIBIT 23
[MORRIS, DAVIS & CHAN LLP LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
Administrative Committee
Adaptive Broadband Corporation
We consent to the incorporation by reference in Registration Statement number
333-69993 on Form S-8 of Adaptive Broadband Corporation (formerly California
Microwave, Inc.) filed with the Securities and Exchange Commission on
December 31, 1998, of our report dated November 5, 1999, on the financial
statements and supplemental schedules included in the Annual Report on
Form 11-K of the Adaptive Broadband Corporation Tax-Deferred Savings and
Deferred Profit Sharing Plan for the year ended June 30, 1999.
/s/ MORRIS, DAVIS & CHAN
Oakland, California
December 23, 1999
