<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 19, 1999
DIGITAL MICROWAVE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
<TABLE>
<S> <C>
0-15895 77-0016028
(Commission File Number) (I.R.S. Employer Identification Number)
170 ROSE ORCHARD WAY, SAN JOSE, CA 95134
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
408/943-0777
(Registrant's Telephone Number, Including Area Code)
With a copy to:
Bruce Alan Mann, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS.
Pursuant to a Registration Statement on Form S-3 (Commission File
No. 333-73021) and in connection with the public offering of 3,450,000 shares of
the common stock, $0.01 par value per share, of Digital Microwave Corporation
(the "Company"), on November 19, 1999, the Company consummated the issuance and
sale of such shares. The Company issued a press release on November 19, 1999
with respect to the public offering, which is hereby incorporated by reference
and a copy of which is attached as Exhibit 99.1 to this Current Report on Form
8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
99.1 Press Release issued by the Company on November 19, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
<TABLE>
<S> <C> <C>
DIGITAL MICROWAVE CORPORATION
Date: November 22, 1999 By: /s/ CARL A. THOMSEN
-----------------------------------------
Carl A. Thomsen
SENIOR VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND SECRETARY
</TABLE>
2
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
99.1 Press Release issued by the Company on November 19, 1999.
</TABLE>
3
<PAGE>
Jeanne Harper Condren, (408) 944-1817, [email protected]
FOR IMMEDIATE RELEASE:
DIGITAL MICROWAVE CORPORATION
ANNOUNCES SALE OF STOCK
SAN JOSE, CALIF., NOVEMBER 19, 1999--Digital Microwave Corporation (Nasdaq:
DMIC) today announced that it has sold 3,450,000 shares of its common stock from
its shelf registration statement. The shares of its common stock were sold in a
block trade through CIBC World Markets Corp. Digital Microwave Corporation
received net proceeds of approximately $55.2 million from the sale before
expenses, which the Company will use for general corporate purposes, including
working capital, and may use a portion of such net proceeds to fund potential
strategic investments and acquisitions.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sales of these securities in any
jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.
This offering was made by means of a prospectus supplement to a prospectus
that is part of the Company's shelf registration previously filed with the
Securities and Exchange Commission. Copies of the prospectus and the prospectus
supplement can be obtained from CIBC World Markets Corp. at 1 World Financial
Center, New York, New York 10281 or by calling the Company.
Headquartered in San Jose, California, Digital Microwave Corporation
provides microwave radio solutions to connect, enable and grow communications
networks worldwide. The Company's industry-leading broadband, medium-capacity
and low-capacity radios transport data, voice, and video for public and private
networks in a wide range of global environments. Digital Microwave Corporation
brings value to a diverse range of customers through its vast array of quality
systems, services and support.
For more information visit the Company's web site at http://www.dmcwave.com.
