UNITED STATES

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): February 29, 2012

 

 

POWERWAVE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-21507   11-2723423

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1801 E. St. Andrew Place

Santa Ana, CA 92705

(Address of principal executive offices)

Registrant’s telephone number, including area code: (714) 466-1000

Former name or former address, if changed since last report: N/A

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 8.01 OTHER EVENTS.

In February 2012, Powerwave Technologies, Inc. (the “Company”) announced that it was developing a new restructuring plan targeted at lowering its breakeven targets, conserving its cash and reducing its operating and manufacturing cost structure. On February 29, 2012, the Company implemented the first phase of the restructuring plan by adopting targeted workforce reductions within the Company’s general and administrative, selling, engineering and operations functions. The Company expects the workforce reductions to impact approximately sixty employees, and anticipates that the workforce reductions will be made effective during the first and second quarters of fiscal year 2012 depending on specific employee notification requirements in various countries. This initial phase of the restructuring plan will result in both cash and non-cash charges, which are expected to impact the Company’s income statement in the first quarter of fiscal 2012. The total accounting charges related to the workforce reductions are currently estimated to range between $1.5 million and $2.0 million, which principally relate to severance and other employee related costs that the Company expects to pay over the next 12 months in connection with the workforce reductions. The Company is in the process of finalizing plans for further cost reductions under the restructuring plan.

Forward Looking Statements

The foregoing disclosure includes certain statements regarding the expected impact of the implementation of the Company’s restructuring plan that are considered to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Reform Act of 1995. These forward-looking statements are based on information available to the Company as of the date of this Current Report and management’s views and assumptions regarding future events as of the date of this Current Report and are subject to risks and uncertainties which could cause the outcome of future events to differ materially from those assumed or intended. Such potential risks and uncertainties include the inability to complete the contemplated workforce reductions as planned, and those additional risks and uncertainties described in the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2012, which was filed with the Securities and Exchange Commission, or the SEC, on February 27, 2012, as well as the other risks and uncertainties discussed from time to time in the Company’s other reports filed with the SEC. The Company urges all interested parties to read these reports carefully to gain a better understanding of the many business and other risks that the Company faces. The Company expressly disclaims any intent or obligation to update any forward looking statements after the date of this Current Report, whether as a result of new information, future results or otherwise, or to conform such statements to actual results or to changes in our opinions or expectations, in each case except as required by applicable law or the rules of the NASDAQ Stock Market.


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.

 

Date: March 6, 2012       POWERWAVE TECHNOLOGIES, INC
    By:  

/s/ Kevin T. Michaels

    Kevin T. Michaels
    Chief Financial Officer