UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No.1)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 1, 2012
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 000-21507
POWERWAVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 11-2723423 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1801 E. St. Andrew Place, Santa Ana, CA 92705
(Address of principal executive offices, zip code)
(714) 466-1000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller-reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of August 7, 2012, the registrant had 31,741,931 shares of Common Stock outstanding.
EXPLANATORY NOTE
Powerwave Technologies Inc. (“we,” “us,” “our,” the “Company” or “Powerwave”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q (“Amendment No. 1”) for the fiscal quarter ended July 1, 2012 to include certain Interactive Data Files as exhibits as required by Part II, Item 6 (Exhibits) of Form 10-Q. When we initially filed our Form 10-Q for the fiscal quarter ended July 1, 2012, which was filed with the Securities and Exchange Commission on August 10, 2012, we relied upon Rule 405(a)(2) of Regulation S-T to take advantage of the 30-day grace period for the initial filing of our first Interactive Data File required to contain detail-tagged footnotes or schedules. We are filing this Amendment No. 1 for the purpose of furnishing the Interactive Data Files, including Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE, in Part II, Item 6 of this Form 10-Q and making certain conforming changes to Item 6.
No other information included in Powerwave’s Form 10-Q for the fiscal quarter ended July 1, 2012 is changed by this Amendment No. 1. In addition, this Amendment No. 1 does not reflect events occurring after August 10, 2012, the date we initially filed our Form 10-Q for the fiscal quarter ended July 1, 2012, nor does it modify or update those disclosures in the Form 10-Q that may have been affected by subsequent events.
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files furnished as Exhibit 101 to this Amendment No. 1 will not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liability of that section, nor will they be deemed filed or made a part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, or otherwise subject to liability under those sections.
ITEM 6. | EXHIBITS |
The following exhibits are filed as part of this report:
Exhibit | Description | |
10.1 | Asset Purchase Agreement dated April 24, 2012 between Shenzhen Tatfook Technology Co., Ltd. and Filtronic (Suzhou) Telecommunications Products Co., Ltd. (a subsidiary of the Company). †† | |
10.2 | Supply Agreement dated as of April 24, 2012 between the Company and Shenzhen Tatfook Technology Co., Ltd. ††*** | |
10.3 | License and Manufacturing Agreement dated as of April 24, 2012 between the Company and Shenzhen Tatfook Technology Co., Ltd. ††*** | |
31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. †† | |
31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. †† | |
32.1 | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. ††* | |
32.2 | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. ††* | |
101.INS | XBRL Instance Document †** | |
101.SCH | XBRL Taxonomy Extension Schema Document †** | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document †** | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document †** | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document †** | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document †** |
† | Filed herewith. |
†† | Filed with Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2012, which was filed with the Securities and Exchange Commission on August 10, 2012. |
* | In accordance with Item 601(b)(32)(ii) of Regulation S-K, this exhibit shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934. |
** | Pursuant to Rule 406T of Regulation S-T, this XBRL information shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed filed or made a part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, or otherwise subject to liability under those sections. |
*** | Registrant has sought confidential treatment pursuant to Rule 24b-2 of the Exchange Act for a portion of the referenced exhibit. |
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, thereunto duly authorized.
Date: August 17, 2012 | POWERWAVE TECHNOLOGIES, INC. | |||
By: | /s/ KEVIN T. MICHAELS | |||
Kevin T. Michaels | ||||
Chief Financial Officer |