AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1998
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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): July 22, 1998
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.
On July 22, 1998, the Registrant, Iguana Merger Corp, a Washington
corporation and a wholly owned subsidiary of Registrant ("Sub"), and Innova
Corporation, a Washington corporation ("Innova"), entered into an Agreement and
Plan of Reorganization and Merger (the "Merger Agreement") providing for a
merger of Sub with and into Innova. Under the terms of the Merger Agreement,
Innova shareholders will receive 1.05 shares of the Registrant's common stock
for each outstanding share of Innova common stock held by them. The merger is
intended to qualify as a tax-free reorganization and a pooling-of-interests for
accounting and financial reporting purposes, and is subject to certain
conditions, including the approval of the respective stockholders of the
Registrant and Innova.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
1.1 Press Release issued by the Registrant and Innova dated July 23, 1998.
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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: July 29, 1998 By: /s/ CHARLES D. KISSNER
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Charles D. Kissner
Chairman of the Board and
Chief Executive Officer
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