<PAGE> 1
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
March 2, 1998
--------------------------------------------------------
Date of Report (Date of earliest event reported)
M-Wave, Inc.
------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-45499 36-3809819
- ---------------------------- --------------- ----------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
216 Evergreen Street, Bensenville, Illinois 60106
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(630) 860-9542
-------------------------------
(Registrant's telephone number)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On March 2, 1998, M-Wave, Inc. announced that it has been notified by
the Nasdaq Stock Market that its common stock is not in compliance with the new
public float requirement for continued listing on the NASDAQ National Market.
The full text of M-Wave, Inc.'s March 2, 1998 press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Exhibits
99.1 Press Release issued by M-Wave, Inc. dated March 2, 1998.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: March 2, 1998
M-WAVE, INC.
By: /s/ PAUL S. SCHMITT
-------------------------------------
Name: Paul S. Schmitt
Title: Controller; Chief Accounting
Officer
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
----- ---------------------
<S> <C>
99.1 Press Release issued by M-Wave, Inc. dated March 2, 1998
</TABLE>
<PAGE> 1
Exhibit 99.1
NEWS | RE: M-WAVE, INC.
BULLETIN |
| 215 Park Street
| Bensenville, IL 6010
FROM: |
FRB TRADED: NASDAQ-MWAV
- --------------------------------------------------------------------------------
FOR FURTHER INFORMATION:
AT THE COMPANY AT FRB CHICAGO:
Paul Schmitt Tad Gage George Zagoudis
Chief Financial Officer General Info General Info
(630)860-3560 (312)640-6745 (312)640-6663
FOR IMMEDIATE RELEASE
MARCH 2, 1998
M-WAVE RECEIVES NASDAQ NOTIFICATION
REGARDING LISTING OF STOCK
BENSENVILLE, IL, MARCH 2, 1998 - M-Wave, Inc. announced today that it has been
notified by the Nasdaq Stock Market, Inc., that, based on the trading price of
M-Wave's common stock for the previous 30 consecutive trading dates, the common
stock is not in compliance with the new public float requirement for continued
listing on the NASDAQ National Market. Under this new requirement, the market
value of the shares of M-Wave's common stock held by persons other than
affiliates of M-Wave would have to be $5 million. Unless M-Wave's common stock
trades at a price which causes M-Wave to satisfy the minimum requirement for at
least 10-consecutive days on or prior to May 28, 1998, Nasdaq will issue a
delisting letter to M-Wave.
M-Wave is currently exploring the inclusion of M-Wave's common stock on The
Nasdaq Small Cap Market in the event that it is unable to regain compliance
with the National Market requirement.
-30-
