-----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, QimJaJ8ksLh+utdMB0TENqk3ExlzC181WbvstDWTakmKhg6KLV9XGbrQt/2mmX+y ZnTvsNy+CTE+Z7DrJ5Aozg== 0000912057-99-007077.txt : 19991123 0000912057-99-007077.hdr.sgml : 19991123 ACCESSION NUMBER: 0000912057-99-007077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991119 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL MICROWAVE CORP /DE/ CENTRAL INDEX KEY: 0000812703 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 770016028 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15895 FILM NUMBER: 99762303 BUSINESS ADDRESS: STREET 1: 170 ROSE ORCHARD WAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089430777 MAIL ADDRESS: STREET 1: 170 ROSE ORCHARD WAY CITY: SAN JOSE STATE: CA ZIP: 95134 8-K 1 FORM 8-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 1999 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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): November 19, 1999 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 Number) 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 3,450,000 shares of the common stock, $0.01 par value per share, of Digital Microwave Corporation (the "Company"), on November 19, 1999, the Company consummated the issuance and sale of such shares. The Company issued a press release on November 19, 1999 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 November 19, 1999. 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: November 22, 1999 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 November 19, 1999.
3 EX-99.1 2 EXHIBIT 99.1 Jeanne Harper Condren, (408) 944-1817, jeanne_condren@dmcwave.com FOR IMMEDIATE RELEASE: DIGITAL MICROWAVE CORPORATION ANNOUNCES SALE OF STOCK SAN JOSE, CALIF., NOVEMBER 19, 1999--Digital Microwave Corporation (Nasdaq: DMIC) today announced that it has sold 3,450,000 shares of its common stock from its shelf registration statement. The shares of its common stock were sold in a block trade through CIBC World Markets Corp. Digital Microwave Corporation received net proceeds of approximately $55.2 million from the sale before expenses, which the Company will use for general corporate purposes, including working capital, and may use a portion of such net proceeds to fund potential strategic investments and acquisitions. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This offering was made by means of a prospectus supplement to a prospectus that is part of the Company's shelf registration previously filed with the Securities and Exchange Commission. Copies of the prospectus and the prospectus supplement can be obtained from CIBC World Markets Corp. at 1 World Financial Center, New York, New York 10281 or by calling the Company. Headquartered in San Jose, California, Digital Microwave Corporation provides microwave radio solutions to connect, enable and grow communications networks worldwide. The Company's industry-leading broadband, medium-capacity and low-capacity radios transport data, voice, and video for public and private networks in a wide range of global environments. Digital Microwave Corporation brings value to a diverse range of customers through its vast array of quality systems, services and support. For more information visit the Company's web site at http://www.dmcwave.com. -----END PRIVACY-ENHANCED MESSAGE-----