AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 20, 1998
- --------------------------------------------------------------------------------
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): October 8, 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
- --------------------------------------------------------------------------------
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
On October 8, 1998, the Registrant completed its merger with Innova
Corporation, a Washington corporation ("Innova"). The merger with Innova was
consummated pursuant to an Agreement and Plan of Reorganization and Merger,
dated as of July 22, 1998, pursuant to which Iguana Merger Corp. ("Merger Sub"),
a wholly owned subsidiary of the Registrant, was merged with and into Innova
(the "Merger"), whereby Innova became a wholly owned subsidiary of the
Registrant. Upon consummation of the Merger, approximately 14,729,920 shares of
the Registrant's common stock became issuable to the former shareholders of
Innova, reflecting an exchange ratio of 1.05 shares of the Registrant's common
stock for each outstanding share of Innova's common stock. In addition,
approximately 3,666,231 additional shares of the Registrant's common stock are
reserved for issuance upon (i) exercise of options issued in replacement of
Innova options that were not exercised prior to the consummation of the Merger,
and (ii) conversion of warrants for Innova's common stock that were not
converted prior to the completion of the Merger. The Merger was structured as a
tax free reorganization and is intended to be accounted for as a pooling of
interests.
ITEM 7. EXHIBITS
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Reorganization and Merger, dated as of
July 22, 1998, by and among Digital Microwave Corporation, Iguana
Merger Corp. and Innova Corporation, incorporated by reference to
Appendix A included in the Joint Proxy Statement/Prospectus
forming a part of the Registrant's Registration Statement on Form
S-4 (Form No. 333-62673).
20.1 Press Releases issued by the Registrant on October 7, 1998 and
October 8, 1998.
2
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: October 20, 1998 By: /s/ CHARLES D. KISSNER
-------------------------
Charles D. Kissner
Chairman of the Board and
Chief Executive Officer
3
INDEX OF EXHIBITS
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Reorganization and Merger, dated as of
July 22, 1998, by and among Digital Microwave Corporation, Iguana
Merger Corp. and Innova Corporation, incorporated by reference to
Appendix A included in the Joint Proxy Statement/Prospectus
forming a part of the Registrant's Registration Statement on Form
S-4 (Form No. 333-62673).
20.1 Press Releases issued by the Registrant on October 7, 1998 and
October 8, 1998.
4