-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EzBZ8FrMsRO9j+YptxBth96heJYMdUvDEVqZxPwzp3T52EloSzidrT0Z87G6+7Bz gqjuCLl7j1q+DSMsm1coEg== 0000921895-10-000372.txt : 20100319 0000921895-10-000372.hdr.sgml : 20100319 20100319172211 ACCESSION NUMBER: 0000921895-10-000372 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100319 DATE AS OF CHANGE: 20100319 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POWERWAVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001023362 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 112723423 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49637 FILM NUMBER: 10694926 BUSINESS ADDRESS: STREET 1: 1801 E. ST. ANDREW PLACE CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 7144661000 MAIL ADDRESS: STREET 1: POWERWAVE TECHNOLOGIES INC STREET 2: 1801 E. ST. ANDREW PLACE CITY: SANTA ANA STATE: CA ZIP: 92705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ramius LLC CENTRAL INDEX KEY: 0001475770 IRS NUMBER: 270423711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 845 7900 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Park Exchange LLC DATE OF NAME CHANGE: 20091030 SC 13G 1 sc13g06297pow_03112010.htm SCHEDULE 13G sc13g06297pow_03112010.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.  )1
 

Powerwave Technologies Inc.
 (Name of Issuer)
 
Common Stock, $0.0001 Par Value
 (Title of Class of Securities)
 
739363109
 (CUSIP Number)
 
March 11, 2010
 (Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
   o  Rule 13d-1(b)
 
   x  Rule 13d-1(c)
 
   o  Rule 13d-1(d)
 
 

_______________
1  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
      The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
CUSIP NO. 739363109
 
1
NAME OF REPORTING PERSON
 
RAMIUS NAVIGATION MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
$8,007,000 aggregate principal amount of 1.875% Subordinated Notes due November 15, 2024, convertible into 722,001 shares of Common Stock, and $7,936,000 aggregate principal amount of 1.875% Convertible Senior Subordinated Notes due November 15, 2024, convertible into 4,668,235 shares of Common Stock (see Item 4(a))
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
$8,007,000 aggregate principal amount of 1.875% Subordinated Notes due November 15, 2024, convertible into 722,001 shares of Common Stock, and $7,936,000 aggregate principal amount of 1.875% Convertible Senior Subordinated Notes due November 15, 2024, convertible into 4,668,235 shares of Common Stock (see Item 4(a))
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
$8,007,000 aggregate principal amount of 1.875% Subordinated Notes due November 15, 2024, convertible into 722,001 shares of Common Stock, and $7,936,000 aggregate principal amount of 1.875% Convertible Senior Subordinated Notes due November 15, 2024, convertible into 4,668,235 shares of Common Stock (see Item 4(a))
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.9%
12
TYPE OF REPORTING PERSON
 
CO

2
CUSIP NO. 739363109
 
1
NAME OF REPORTING PERSON
 
RAMIUS ENTERPRISE MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
$6,116,000 aggregate principal amount of 1.875% Subordinated Notes due November 15, 2024, convertible into 551,487 shares of Common Stock, and $6,064,000 aggregate principal amount of 1.875% Convertible Senior Subordinated Notes due November 15, 2024, convertible into 3,567,058 shares of Common Stock (see Item 4(a))
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
$6,116,000 aggregate principal amount of 1.875% Subordinated Notes due November 15, 2024, convertible into 551,487 shares of Common Stock, and $6,064,000 aggregate principal amount of 1.875% Convertible Senior Subordinated Notes due November 15, 2024, convertible into 3,567,058 shares of Common Stock (see Item 4(a))
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
$6,116,000 aggregate principal amount of 1.875% Subordinated Notes due November 15, 2024, convertible into 551,487 shares of Common Stock, and $6,064,000 aggregate principal amount of 1.875% Convertible Senior Subordinated Notes due November 15, 2024, convertible into 3,567,058 shares of Common Stock (see Item 4(a))
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.0%
12
TYPE OF REPORTING PERSON
 
CO

3
CUSIP NO. 739363109
 
1
NAME OF REPORTING PERSON
 
RCG PB, LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
5,390,236 shares*
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
5,390,236 shares*
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,390,236 shares*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.9%
12
TYPE OF REPORTING PERSON
 
CO

* See Item 4(a)

4
CUSIP NO. 739363109
 
1
NAME OF REPORTING PERSON
 
RAMIUS ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
9,508,781 shares*
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
9,508,781 shares*
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,508,781 shares*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.7%
12
TYPE OF REPORTING PERSON
 
IA, OO

* See Item 4(a)

5
CUSIP NO. 739363109
 
1
NAME OF REPORTING PERSON
 
Ramius LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
9,508,781 shares*
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
9,508,781 shares*
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,508,781 shares*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.7%
12
TYPE OF REPORTING PERSON
 
OO

* See Item 4(a)

6
CUSIP NO. 739363109
 
1
NAME OF REPORTING PERSON
 
Cowen Group, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
9,508,781 shares*
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
9,508,781 shares*
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,508,781 shares*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.7%
12
TYPE OF REPORTING PERSON
 
CO

* See Item 4(a)

7
CUSIP NO. 739363109
 
1
NAME OF REPORTING PERSON
 
RCG Holdings LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
9,508,781 shares*
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
9,508,781 shares*
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,508,781 shares*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.7%
12
TYPE OF REPORTING PERSON
 
OO

* See Item 4(a)

8
CUSIP NO. 739363109
 
1
NAME OF REPORTING PERSON
 
C4S & Co., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
9,508,781 shares*
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
9,508,781 shares*
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,508,781 shares*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.7%
12
TYPE OF REPORTING PERSON
 
OO

* See Item 4(a)

9
CUSIP NO. 739363109
 
1
NAME OF REPORTING PERSON
 
Peter A. Cohen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
9,508,781 shares*
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
9,508,781 shares*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,508,781 shares*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.7%
12
TYPE OF REPORTING PERSON
 
IN
* See Item 4(a)
 
10
CUSIP NO. 739363109
 
1
NAME OF REPORTING PERSON
 
Morgan B. Stark
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
9,508,781 shares*
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
9,508,781 shares*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,508,781 shares*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.7%
12
TYPE OF REPORTING PERSON
 
IN

* See Item 4(a)

11
CUSIP NO. 739363109
 
1
NAME OF REPORTING PERSON
 
Thomas W. Strauss
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
9,508,781 shares*
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
9,508,781 shares*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,508,781 shares*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.7%
12
TYPE OF REPORTING PERSON
 
IN
 
* See Item 4(a)

12
CUSIP NO. 739363109
 
1
NAME OF REPORTING PERSON
 
Jeffrey M. Solomon
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
9,508,781 shares*
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
9,508,781 shares*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,508,781 shares*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.7%
12
TYPE OF REPORTING PERSON
 
IN
 
* See Item 4(a)

13
CUSIP NO. 739363109
Item 1(a).
Name of Issuer:

Powerwave Technologies Inc., a Delaware corporation (the “Issuer”)

Item 1(b).
Address of Issuer's Principal Executive Offices:

1801 E. St. Andrew Place
Santa Ana, California 92705

Item 2(a).
Name of Person Filing
Item 2(b).
Address of Principal Business Office or, if None, Residence
Item 2(c).
Citizenship

Ramius Navigation Master Fund Ltd (“Navigation Master Fund”)
c/o Citco Fund Services (Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
Citizenship: Cayman Islands

Ramius Enterprise Master Fund Ltd (“Enterprise Master Fund”)
c/o Citco Fund Services (Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
Citizenship: Cayman Islands

RCG PB, Ltd (“RCG PB”)
c/o Citco Fund Services (Cayman Islands) Limited
Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205
Cayman Islands
Citizenship: Cayman Islands

Ramius Advisors, LLC (“Ramius Advisors”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

Ramius LLC (“Ramius”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware
 
14
CUSIP NO. 739363109

Cowen Group, Inc. (“Cowen”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

RCG Holdings LLC (“RCG Holdings”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

C4S & Co., L.L.C. (“C4S”)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: Delaware

Peter A. Cohen
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Morgan B. Stark
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Thomas W. Strauss
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Jeffrey M. Solomon
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
Citizenship: United States

Item 2(d).
Title of Class of Securities:

Common Stock, $0.0001 par value (the “Common Stock”)

Item 2(e).
CUSIP Number:

739363109
 
15
CUSIP NO. 739363109

Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 
 
/x/
Not applicable.

 
(a)
/ /
Broker or dealer registered under Section 15 of the Exchange Act.

 
(b)
/ /
Bank as defined in Section 3(a)(6) of the Exchange Act.

 
(c)
/ /
Insurance company as defined in Section 3(a)(19) of the Exchange Act.

 
(d)
/ /
Investment company registered under Section 8 of the Investment Company Act.

 
(e)
/ /
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

 
(f)
/ /
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

 
(g)
/ /
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

 
(h)
/ /
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 
(i)
/ /
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

 
(j)
/ /
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 
(k)
/ /
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.
Ownership

 
(a)
Amount beneficially owned:

As of the close of business on March 18, 2010, Navigation Master Fund beneficially held (i) $8,007,000 aggregate principal amount of 1.875% Convertible Subordinated Notes due November 15, 2024 (the “Existing Notes”), convertible into 722,001 shares of Common Stock plus cash for any fractional shares (not counting any accrued and unpaid interest on the Existing Notes) and (ii) $7,936,000 aggregate principal amount of 1.875% Convertible Senior Subordinated Notes due November 15, 2024 (the “New Notes”), convertible into 4,668,235 shares of Common Stock plus cash for any fractional shares (not counting any accrued and unpaid interest on the New Notes).

As of the close of business on March 18, 2010, Enterprise Master Fund beneficially held (i) $6,116,000 aggregate principal amount of the Existing Notes, convertible into 551,487 shares of Common Stock plus cash for any fractional shares (not counting any accrued and unpaid interest on the Existing Notes) and (ii) $6,064,000 aggregate principal amount of the New Notes, convertible into 3,567,058 shares of Common Stock plus cash for any fractional shares (not counting any accrued and unpaid interest on the New Notes

RCG PB, as the sole shareholder of Navigation Master Fund, may be deemed the beneficial owner of the 5,390,236 shares of Common Stock beneficially owned by Navigation Master Fund.
 
16
CUSIP NO. 739363109

Ramius Advisors, as the investment advisor of each of Navigation Master Fund and Enterprise Master Fund, may be deemed the beneficial owner of the (i) 5,390,236 shares of Common Stock beneficially owned by Navigation Master Fund and (ii) 4,118,545 shares of Common Stock beneficially owned by Enterprise Master Fund.

Ramius, as the sole member of Ramius Advisors, may be deemed the beneficial owner of the (i) 5,390,236 shares of Common Stock beneficially owned by Navigation Master Fund and (ii) 4,118,545 shares of Common Stock beneficially owned by Enterprise Master Fund.

Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 5,390,236 shares of Common Stock beneficially owned by Navigation Master Fund and (ii) 4,118,545 shares of Common Stock beneficially owned by Enterprise Master Fund.

RCG Holdings, as a significant shareholder of Cowen, may be deemed the beneficial owner of the (i) 5,390,236 shares of Common Stock beneficially owned by Navigation Master Fund and (ii) 4,118,545 shares of Common Stock beneficially owned by Enterprise Master Fund.

C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 5,390,236 shares of Common Stock beneficially owned by Navigation Master Fund and (ii) 4,118,545 shares of Common Stock beneficially owned by Enterprise Master Fund.

Messrs. Cohen, Stark, Strauss and Solomon, as the sole managing members of C4S, may be deemed the beneficial owners of the (i) 5,390,236 shares of Common Stock beneficially owned by Navigation Master Fund and (ii) 4,118,545 shares of Common Stock beneficially owned by Enterprise Master Fund.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person.  In addition, each of RCG PB, Ramius Advisors, Ramius, Cowen, RCG Holdings, C4S and Messrs. Cohen, Stark, Strauss and Solomon disclaims beneficial ownership of the shares of Common Stock beneficially owned by Navigation Master Fund and Enterprise Master Fund and the filing of this statement shall not be construed as an admission that any such person is the beneficial owner of any such securities.

 
(b)
Percent of class:

Based on 132,693,127 shares of Common Stock outstanding as of February 16, 2010, as disclosed by the Issuer in Amendment No. 1 to its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2010.  Assuming the conversion of the Existing Notes and the New Notes, as of the close of business on March 18, 2010, (i) Navigation Master Fund may be deemed to beneficially own approximately 3.9% of the outstanding shares of Common Stock, (ii) Enterprise Master Fund may be deemed to beneficially own approximately 3.0% of the outstanding shares of Common Stock, (iii) RCG PB may be deemed to beneficially own approximately 3.9% of the outstanding shares of Common Stock, and (iv) each of Ramius Advisors, Ramius, Cowen, RCG Holdings, C4S and Messrs. Cohen, Stark, Strauss and Solomon may be deemed to beneficially own approximately 6.7% of the outstanding shares of Common Stock.
 
17
CUSIP NO. 739363109

 
(c)
Number of shares as to which such person has:

 
(i)
Sole power to vote or to direct the vote

See Cover Pages Items 5-9.

 
(ii)
Shared power to vote or to direct the vote

See Cover Pages Items 5-9.

 
(iii)
Sole power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

 
(iv)
Shared power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [  ].

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.
Identification and Classification of Members of the Group.

See Exhibit 99.1.

Item 9.
Notice of Dissolution of Group.

Not applicable.

Item 10.
Certifications.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
18
CUSIP NO. 739363109

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 19, 2010

RAMIUS ENTERPRISE MASTER FUND LTD
By:  Ramius Advisors, LLC,
its investment advisor
 
RAMIUS NAVIGATION MASTER FUND LTD
By:  Ramius Advisors, LLC,
its investment advisor
 
RCG PB, LTD
By:  Ramius Advisors, LLC,
its investment advisor
 
 
RAMIUS ADVISORS, LLC
By:  Ramius LLC,
its sole member
 
RAMIUS LLC
By:  Cowen Group, Inc.,
its sole member
 
COWEN GROUP, INC.
 
RCG HOLDINGS LLC
By:  C4S & Co., L.L.C.,
its managing member
 
C4S & CO., L.L.C.
 
 


By:
/s/ Jeffrey M. Solomon
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory




/s/ Jeffrey M. Solomon
JEFFREY M. SOLOMON
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss

19
 
 EX-99.1 2 ex991to13g06297pow_03112010.htm JOINT FILING AGREEMENT ex991to13g06297pow_03112010.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G originally filed on March 19, 2010 (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of Powerwave Technologies, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: March 19, 2010

RAMIUS ENTERPRISE MASTER FUND LTD
By:  Ramius Advisors, LLC,
its investment advisor
 
RAMIUS NAVIGATION MASTER FUND LTD
By:  Ramius Advisors, LLC,
its investment advisor
 
RCG PB, LTD
By:  Ramius Advisors, LLC,
its investment advisor
 
 
RAMIUS ADVISORS, LLC
By:  Ramius LLC,
its sole member
 
RAMIUS LLC
By:  Cowen Group, Inc.,
its sole member
 
COWEN GROUP, INC.
 
RCG HOLDINGS LLC
By:  C4S & Co., L.L.C.,
its managing member
 
C4S & CO., L.L.C.
 
 


By:
/s/ Jeffrey M. Solomon
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory




/s/ Jeffrey M. Solomon
JEFFREY M. SOLOMON
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
EX-99.2 3 ex992to13g06297pow_03112010.htm POWERS OF ATTORNEY ex992to13g06297pow_03112010.htm
Exhibit 99.2
 
POWER OF ATTORNEY
 
The undersigned hereby appoints Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result of the undersigned’s beneficial ownership of, or participation in a group with respect to, securities directly or indirectly beneficially owned by Ramius Capital Group, LLC or any of its affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Peter A, Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, or any of them, under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing.
 
Date: August 16, 2007
 
 
 
/s/ Peter A. Cohen
  
 
Peter A. Cohen
  
 
 
 
/s/ Morgan B. Stark
  
 
Morgan B. Stark
  
 
 
 
/s/ Jeffrey M. Solomon
  
 
Jeffrey M. Solomon
  
 
 
 
/s/ Thomas W. Strauss
  
 
Thomas W. Strauss
  
 
 
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