AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2000 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 INDEX OF EXHIBITS Exhibit No. Description - ------------ ----------- 99.1 Press Release issued by the Company on March 10, 2000. 3