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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2000
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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): March 10, 2000
DIGITAL MICROWAVE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-15895 77-0016028
(Commission File Number) (I.R.S. Employer Identification No.)
170 ROSE ORCHARD WAY, SAN JOSE, CA 95134
(Address of Principal Executive Offices) (Zip Code)
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
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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 1,347,368 shares of the
common stock, $0.01 par value per share, of Digital Microwave Corporation (the
"Company"), on March 10, 2000, the Company consummated the issuance and sale of
such shares. The Company issued a press release on March 10, 2000 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 March 10,
2000.
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.
DIGITAL MICROWAVE CORPORATION
Date: March 14, 2000 By: /s/ CARL A. THOMSEN
-----------------------------
Carl A. Thomsen
Senior Vice President, Chief Financial
Officer and Secretary
2
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INDEX OF EXHIBITS
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<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 Press Release issued by the Company on March 10, 2000.
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Carl A. Thomsen, (408) 944-1816, [email protected]
FOR IMMEDIATE RELEASE:
DIGITAL MICROWAVE CORPORATION
ANNOUNCES SALE OF STOCK
SAN JOSE, CALIF., MARCH 10, 2000--Digital Microwave Corporation
(Nasdaq: DMIC) today announced that it has sold 1,347,368 shares of its common
stock from its shelf registration statement. The shares of its common stock were
sold in a block trade through Dain Rauscher Wessels, a division of Dain Rauscher
Incorporated. Digital Microwave Corporation received net proceeds of
approximately $44.8 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 Dain Rauscher Wessels, a division of
Dain Rauscher Incorporated at Dain Rauscher Plaza, 60 South Street, Minneapolis,
MN 55402-4422 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.
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DIGITAL MICROWAVE CORPORATION
XXX
For more information visit the Company's web site at http://www.dmcwave.com.
