<PAGE>   1

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 10-Q

                            ------------------------

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 29, 2001

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

           FOR THE TRANSITION PERIOD FROM __________ TO __________ .

                        COMMISSION FILE NUMBER 000-31231
                          REPEATER TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<Table>
<S>                                            <C>
                   DELAWARE                                      77-0535658
       (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)
</Table>

                               1150 MORSE AVENUE
                          SUNNYVALE, CALIFORNIA 94089
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (408) 747-1900
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                YES [X]  NO [ ]

     The number of shares of the Registrant's common stock outstanding as of
August 9, 2001 was 23,690,623.

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<PAGE>   2

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                                        PAGE
                                                                        ----
<S>      <C>                                                            <C>
                       PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)............................     3
         Condensed Consolidated Balance Sheets.......................     3
         Condensed Consolidated Statements of Operations.............     4
         Condensed Consolidated Statements of Cash Flows.............     5
         Notes to Condensed Consolidated Financial Statements........     6
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations...................................    10
         Risk Factors................................................    15
Item 3.  Quantitative and Qualitative Disclosures of Market Risk.....    22

                         PART II. OTHER INFORMATION

Item 1.  Legal Proceedings...........................................    23
Item 2.  Changes in Securities and Use of Proceeds...................    23
Item 3.  Defaults Upon Senior Securities.............................    25
Item 4.  Submission of Matters to a Vote of Security Holders.........    25
Item 5.  Other Information...........................................    25
Item 6.  Exhibits and Reports on Form 8-K............................    26
Signatures...........................................................    27
Exhibit Index........................................................    28
</Table>

                                        2
<PAGE>   3

                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                          REPEATER TECHNOLOGIES, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                  (UNAUDITED)

                                     ASSETS

<Table>
<Caption>
                                                              JUNE 29,    MARCH 30,
                                                                2001        2001
                                                              --------    ---------
<S>                                                           <C>         <C>
Current assets:
  Cash and cash equivalents.................................  $ 19,517    $ 26,084
  Accounts receivable, net..................................     3,412       3,584
  Inventories, net..........................................     8,609       7,960
  Other current assets......................................       298         541
                                                              --------    --------
          Total current assets..............................    31,836      38,169
Service parts, net..........................................       908         890
Property and equipment, net.................................     3,675       3,710
Other assets................................................        98         117
                                                              --------    --------
          Total assets......................................  $ 36,517    $ 42,886
                                                              ========    ========
                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................  $  3,981    $  4,406
  Accrued compensation......................................       640         831
  Other accrued liabilities.................................     1,765       2,200
  Deferred revenue..........................................       718       1,500
  Notes payable.............................................     2,353       2,641
  Current portion of capital lease obligations..............       410         395
                                                              --------    --------
          Total current liabilities.........................     9,867      11,973
Deferred revenue, net of current portion....................     1,001         900
Capital lease obligations, net of current portion...........        18         141
                                                              --------    --------
          Total liabilities.................................    10,886      13,014
                                                              --------    --------
Stockholders' equity:
  Common Stock, $0.001 par value; 70,000,000 shares
     authorized; 23,692,944 and 23,215,021 shares issued and
     outstanding at June 29, 2001 and March 30, 2001,
     respectively...........................................        24          23
  Additional paid in capital................................   110,973     111,339
  Unearned stock-based compensation.........................    (1,326)     (1,968)
  Accumulated deficit.......................................   (84,040)    (79,522)
                                                              --------    --------
          Total stockholders' equity........................    25,631      29,872
                                                              --------    --------
          Total liabilities and stockholders' equity........  $ 36,517    $ 42,886
                                                              ========    ========
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
                                        3
<PAGE>   4

                          REPEATER TECHNOLOGIES, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)

<Table>
<Caption>
                                                               THREE MONTHS ENDED
                                                              --------------------
                                                              JUNE 29,    JUNE 30,
                                                                2001        2000
                                                              --------    --------
<S>                                                           <C>         <C>
Net revenues................................................  $ 3,902     $ 7,355
Cost of revenues............................................    3,723       5,019
                                                              -------     -------
Gross profit................................................      179       2,336
                                                              -------     -------
Operating expenses:
  Research and development..................................    2,015       2,476
  Sales and marketing.......................................    1,756       2,182
  General and administrative................................    1,228         844
                                                              -------     -------
          Total operating expenses..........................    4,999       5,502
                                                              -------     -------
Loss from operations........................................   (4,820)     (3,166)
Other income (expense), net.................................      302        (492)
                                                              -------     -------
Net loss....................................................  $(4,518)    $(3,658)
                                                              =======     =======
Net loss per common share -- basic and diluted..............  $ (0.20)    $ (1.36)
                                                              =======     =======
Shares used in net loss per common share calculation --basic
  and diluted...............................................   22,891       2,696
                                                              =======     =======
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
                                        4
<PAGE>   5

                          REPEATER TECHNOLOGIES, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<Table>
<Caption>
                                                               THREE MONTHS ENDED
                                                              --------------------
                                                              JUNE 29,    JUNE 30,
                                                                2001        2000
                                                              --------    --------
<S>                                                           <C>         <C>
Cash Flows used in Operating Activities:
Net loss....................................................  $(4,518)    $(3,658)
Adjustments to reconcile net loss to net cash used in
  operating activities:
  Depreciation and amortization.............................      564         287
  Provision for losses on accounts receivable...............       78         (38)
  Provision for writedowns on inventories...................      208          60
  Amortization of unearned stock-based compensation.........      139       1,259
  Amortization of debt issuance costs.......................       --           5
  Amortization of debt discount.............................       44          45
  Gain on sale of Gwydion development project...............     (357)         --
  Changes in operating assets and liabilities:
     Accounts receivable....................................       94          46
     Inventories............................................     (857)       (812)
     Other current assets...................................      155          30
     Accounts payable.......................................   (1,026)       (121)
     Accrued compensation...................................     (191)        262
     Other accrued liabilities..............................     (319)         (8)
     Deferred revenue.......................................     (681)     (1,204)
                                                              -------     -------
          Net cash used in operating activities.............   (6,667)     (3,847)
                                                              -------     -------
Cash Flows from Investing Activities:
  Proceeds from sale of Gwydion development project.........      969          --
  Purchase of field service parts...........................     (234)        (17)
  Purchase of property and equipment........................     (332)       (403)
                                                              -------     -------
          Net cash used in/provided by investing
           activities.......................................      403        (420)
                                                              -------     -------
Cash Flows from Financing Activities:
  Principal payments on notes payable.......................     (332)       (437)
  Payments on capital lease obligations.....................     (108)       (101)
  Proceeds from series EE convertible subordinated
     debentures.............................................       --       3,600
  Payments for initial public offering fees.................       --        (486)
  Issuance of common stock from exercise of stock options...      137          24
                                                              -------     -------
          Net cash used in/provided by financing
           activities.......................................     (303)      2,600
                                                              -------     -------
Net increase (decrease) in cash and cash equivalents........   (6,567)     (1,667)
Cash and cash equivalents at beginning of the period........   26,084       4,823
                                                              -------     -------
Cash and cash equivalents at end of the period..............  $19,517     $ 3,156
                                                              =======     =======
Supplemental Disclosure of Cash Flow Information:
  Cash paid for interest....................................  $    63     $   512
  Taxes paid................................................       --          --
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
                                        5
<PAGE>   6

                          REPEATER TECHNOLOGIES, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 29, 2001
                                  (UNAUDITED)

BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements as
of June 29, 2001 and for the three-month periods ended June 29, 2001 and June
30, 2000 have been prepared by Repeater Technologies, Inc. (the "Company") in
accordance with the rules and regulations of the Securities and Exchange
Commission ("SEC"). The amounts as of March 30, 2001 have been derived from our
annual audited financial statements. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted in
accordance with such rules and regulations. In the opinion of management, the
accompanying unaudited financial statements reflect all adjustments, consisting
only of normal recurring adjustments, necessary to present fairly the financial
position of the Company and its results of operations and cash flows. These
financial statements should be read in conjunction with the annual audited
financial statements and notes as of and for the year ended March 30, 2001,
included in the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission on June 28, 2001.

     The results of operations for the three months ended June 29, 2001 are not
necessarily indicative of the results that may be expected for the year ending
March 29, 2002 or any other future interim period, and the Company makes no
representations related thereto.

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

RISK AND UNCERTAINTIES

     The Company has a history of operating losses and operates in an industry
sector which is subject to significant and rapid shifts in demand and changes in
technology. To achieve its long term operating objectives, the Company may
require additional financing. Such additional financing, if needed, may not be
available when needed, on favorable terms, or at all.

REVENUE RECOGNITION

     The Company's revenue is derived primarily from the sale of Repeater
hardware products and accessories. Revenue is recognized upon shipment or
delivery to the customer, depending upon the terms of the sale, where there is a
purchase order or a sales agreement and collectibility of the resulting
receivable is reasonably assured. Where a purchase order or a sales agreement
contains a customer acceptance clause, the Company defers revenue until the
acceptance criteria have been met.

     Revenues from services, including network design, training and installation
support, are recognized when services are performed.

     Revenues from Network Management Systems software are recognized in
accordance with Statement of Position No. 97-2, "Software Revenue Recognition"
("SOP 97-2"), as amended, upon completion of installation, provided that no
significant vendor obligations remain and collectibility is reasonably assured.
To date, revenue from software products has been immaterial.

     At the time of sale, the Company provides for the estimated cost of meeting
product warranty and hot-line technical support. When warranty and post contract
customer support obligations exist beyond one year, the related revenue is
deferred and recognized ratably over the term of the arrangement.

                                        6
<PAGE>   7
                          REPEATER TECHNOLOGIES, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." In June
1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities -- Deferral of Effective Date of FASB Statement No. 133."
SFAS 133, as amended by SFAS 137, is effective for all fiscal quarters of all
fiscal years beginning after June 15, 2000, with earlier application encouraged.
In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative
Instruments and Hedging Activities -- an amendment of FASB Statement No. 133."
SFAS 133, SFAS 137 and SFAS 138 establish accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives), and for hedging
activities. SFAS 133, SFAS 137 and SFAS 138 are effective for fiscal years
beginning after June 15, 2000. The Company currently has no derivative
instruments and, therefore, the adoption of SFAS 133, SFAS 137 and SFAS 138 did
not have a material impact on the Company's financial position or results of
operations.

     In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 141 ("SFAS 141"), "Business Combinations." SFAS 141 requires the purchase
method of accounting for business combinations initiated after June 30, 2001 and
eliminates the pooling-of-interests method. The Company believes that the
adoption of SFAS 141 will not have a significant impact on its financial
statements.

     In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets." SFAS 142 requires,
among other things, the discontinuance of goodwill amortization and the testing
for impairment of goodwill at least annually. The Company currently does not
carry goodwill in its financial statements and does not believe the adoption of
SFAS 142 will have a material impact on its financial statements.

CONCENTRATION OF CREDIT RISK

     The Company's cash and cash equivalents are maintained at major US
financial institutions. Deposits in these institutions may exceed the amount of
insurance provided for such deposits.

     The Company's customers are providers of wireless communications services.
The Company performs periodic credit evaluations of these customers and
generally does not require collateral for its domestic customers. For certain
international customers, the Company usually requires letters of credit prior to
shipment. The Company maintains reserves for potential credit losses and such
losses have historically been within management's expectations.

     During the three months ended June 29, 2001, four customers accounted for
approximately 21%, 16%, 13% and 11% of net revenues. During the three months
ended June 30, 2000, four customers accounted for approximately 20%, 14%, 11%
and 10% of net revenues. As of June 29, 2001, two customers accounted for
approximately 17% and 15% of total receivables. As of March 30, 2001, two
customers accounted for approximately 21% and 16% of total receivables.

NET LOSS PER COMMON SHARE

     Basic net loss per share is computed by dividing net loss available to
common stockholders by the weighted average number of vested common shares
outstanding for the period. Diluted net loss per share is computed giving effect
to all dilutive potential common shares, including options, warrants,
convertible subordinated debentures and convertible preferred stock. Options,
warrants, convertible subordinated debentures and convertible preferred stock
were not included in the computation of diluted net loss per share for the
three-month periods ended June 29, 2001 and June 30, 2000 because the effect
would be anti-dilutive. A

                                        7
<PAGE>   8
                          REPEATER TECHNOLOGIES, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

reconciliation of the numerator and denominator used in the calculation of
historical basic and diluted net loss per share follows (in thousands, except
per share data):

<Table>
<Caption>
                                                               THREE MONTHS ENDED
                                                              --------------------
                                                              JUNE 29,    JUNE 30,
                                                                2001        2000
                                                              --------    --------
<S>                                                           <C>         <C>
Numerator:
  Net loss..................................................  $(4,518)    $(3,658)
                                                              -------     -------
Denominator:
  Weighted average common shares outstanding................   23,464       3,335
  Weighted average unvested common shares subject to
     repurchase.............................................     (573)       (639)
                                                              -------     -------
Denominator for basic and diluted calculation...............   22,891       2,696
                                                              =======     =======
Net loss per common share-basic and diluted.................  $ (0.20)    $ (1.36)
                                                              =======     =======
</Table>

     The following securities have not been included in the computation of
diluted net loss per share as they are anti-dilutive (in thousands):

<Table>
<Caption>
                                                              JUNE 29,    JUNE 30,
                                                                2001        2000
                                                              --------    --------
<S>                                                           <C>         <C>
Convertible preferred stock (after effect of anti-dilutive
  provision)................................................      --       10,116
Options outstanding.........................................   5,494        3,915
Warrants outstanding........................................     250        1,184
Convertible debentures outstanding..........................      --        2,727
Unvested common stock.......................................     573          639
                                                               -----       ------
                                                               6,317       18,581
                                                               =====       ======
</Table>

BALANCE SHEET COMPONENTS (IN THOUSANDS):

     Inventories consisted of the following:

<Table>
<Caption>
                                                              JUNE 29,    MARCH 30,
                                                                2001        2001
                                                              --------    ---------
<S>                                                           <C>         <C>
Raw materials...............................................  $ 2,774      $ 2,471
  Work in process...........................................      369           91
  Finished goods............................................    8,846        9,176
                                                              -------      -------
                                                               11,989       11,738
  Less: allowance...........................................   (3,380)      (3,778)
                                                              -------      -------
                                                              $ 8,609      $ 7,960
                                                              =======      =======
</Table>

DISPOSAL OF ASSETS

     In November 1999, in connection with the acquisition of The Gwydion Company
LLC, the Company issued 573,334 shares of common stock to the members of
Gwydion. These shares are held in an escrow account and are subject to the
Company's right of repurchase for $1.00 in the aggregate until certain
performance criteria are met. The Company revalued these shares at the end of
each reporting period until April 20, 2001 at which time the Company entered
into an agreement to sell substantially all of the assets of the Gwydion
development project. Total compensation expense recorded related to these shares
was $579,000 in the aggregate, of which $54,000 and $382,000 was incurred in the
three months ended June 29, 2001 and June 30, 2000, respectively. The
consideration received for the sale was approximately $969,000 in cash. The

                                        8
<PAGE>   9
                          REPEATER TECHNOLOGIES, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Company recorded a gain on sale of approximately $357,000 in the three months
ended June 29, 2001 in relation to the sale of substantially all of the assets
of the Gwydion development project.

     In May 2001, the Company filed an escrow claim with Gwydion and the escrow
agent to assert the Company's right under the Gwydion acquisition agreement to
repurchase the 573,334 shares issued as consideration. Gwydion has disputed this
claim. If an agreement cannot be reached between the two parties, the matter may
proceed to arbitration. The outcome of such arbitration cannot be reliably
predicted at this time.

     The sale of substantially all of the assets related to the Gwydion project
resulted in the Company's violation of certain covenants contained in a loan and
security agreement. As a result, the lender has declared amounts owing under
this loan agreement (approximately $2.3 million at August 9, 2001) due and
payable. The Company is negotiating with the lender for a waiver of this
covenant violation.

SUBSEQUENT EVENTS

     On August 8, 2001, the Company's Board of Directors approved the adoption
of a Share Purchase Rights Plan. The description and terms of the share purchase
rights are set forth in a Rights Agreement, dated as of August 9, 2001, entered
into between the Company and U.S. Stock Transfer Corporation, as rights agent,
filed as an exhibit to this Form 10-Q. These rights have certain anti-takeover
effects. The rights will cause substantial dilution to a person or group that
attempts to acquire the Company on terms not approved by the Company's Board of
Directors.

                                        9
<PAGE>   10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     You should read the following information in conjunction with the
historical financial information and notes thereto included in our Annual Report
on Form 10-K for the year ended March 30, 2001, which was filed with the
Securities and Exchange Commission on June 28, 2001. Unless otherwise indicated,
references to year ended or year ending, or three months ended or three months
ending, refer to our fiscal year or fiscal three months, respectively.

     This Form 10-Q contains forward-looking statements that relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"intends," "potential" or "continue" or the negative of such terms or other
comparable terminology. These statements are only predictions based on the
information available to us at the time this report was filed. Although we
believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Our actual results could differ materially from those
anticipated in these forward-looking statements.

OVERVIEW

     We develop, market and sell wireless network equipment primarily for
CDMA-based wireless communications networks. We provide cost-effective,
high-quality products for use in suburban and rural areas, urban areas and
inside office buildings and other coverage-limited structures. Our products have
been deployed with over 70 CDMA wireless service providers in more than ten
countries.

     From our inception in 1983 through our year ended March 31, 1996, we were
primarily focused on providing microwave frequency repeaters for long-distance
telecommunications applications and cellular repeaters for non-CDMA-based
wireless communications applications.

     Beginning in our year ended March 31, 1997, we changed our strategic focus
and re-directed our resources to the development and marketing of repeaters for
wireless networks based on the CDMA digital standard. This wireless standard
offered us the opportunity to develop a new type of repeater, which we call our
Network Repeater, that, in conjunction with CDMA base stations, enables wireless
service providers to deploy or extend CDMA wireless networks in non-urban areas
at a significantly reduced cost. CDMA technology is not as widely deployed, and
the customer base for CDMA-based products is not as broad, as compared to other
digital standards. Our Network Repeaters, along with the associated network
management system, are designed specifically to operate as an integrated network
element within a CDMA wireless network, extending the coverage area of a CDMA
base station without compromising the quality of the wireless service. We have
licensed a portion of the technology for our CDMA-based repeaters from one of
our former executives. Our ability to continue to deploy our existing products
and to develop new products depends significantly upon this license. We shipped
our first Network Repeaters for CDMA wireless networks in May 1997. We have
deployed over 2,100 Network Repeaters with over 70 wireless service providers
and 34 RepeaterHybrid Networks with 17 wireless service providers.

     In November 1999, in connection with the acquisition of The Gwydion Company
LLC, we issued 573,334 shares of our common stock to the members of Gwydion.
These shares are held in an escrow account and are subject to our right of
repurchase for $1.00 in the aggregate until certain performance criteria are
met. We revalued these shares at the end of each reporting period until April
20, 2001, at which time we entered into an agreement to sell substantially all
of the assets of the Gwydion development project. Total compensation expense
recorded related to these shares was $579,000 in the aggregate, of which $54,000
and $382,000 was incurred in the three months ended June 29, 2001 and June 30,
2000, respectively. The consideration received for the sale was approximately
$969,000 in cash. We recorded a gain on sale of approximately $357,000 in the
three months ended June 29, 2001 in relation to the sale of substantially all of
the assets of the Gwydion development project. In May 2001, we filed an escrow
claim with Gwydion and the escrow agent to assert our right under the Gwydion
acquisition agreement to repurchase the 573,334 shares issued as consideration.
Gwydion has disputed our claim. If an agreement cannot be reached between the
two

                                        10
<PAGE>   11

parties, the matter may proceed to arbitration. The outcome of such arbitration
cannot be reliably predicted at this time.

     Since our inception, we have used stock option programs for employees as
compensation to attract strong business and technical talent. Stock-based
compensation consists of the difference between the deemed fair market value of
stock options and the exercise price of these grants. This difference is being
amortized on an accelerated basis over the vesting period of the grants,
generally four years. For the year ended March 30, 2001 and the three-month
period ended June 29, 2001, we recorded $2.3 million and $88,000, respectively,
of stock-based compensation expense in connection with options granted to
employees and consultants.

RESULTS OF OPERATIONS

     The following table sets forth our results of operations as a percentage of
net revenues for the periods indicated:

<Table>
<Caption>
                                                                  THREE MONTHS ENDED
                                                              --------------------------
                                                               JUNE 29,       JUNE 30,
                                                                 2001           2000
                                                              -----------    -----------
                                                              (UNAUDITED)    (UNAUDITED)
<S>                                                           <C>            <C>
Net revenues................................................     100.0%         100.0%
Cost of revenues............................................      95.4           68.2
                                                                ------          -----
Gross margin................................................       4.6           31.8
                                                                ------          -----
Operating expenses:
  Research and development..................................      51.6           33.6
  Sales and marketing.......................................      45.0           29.7
  General and administrative................................      31.5           11.5
                                                                ------          -----
          Total operating expenses..........................     128.1           74.8
                                                                ------          -----
Loss from operations........................................    (123.5)         (43.0)
Other income (expense), net.................................       7.7           (6.7)
                                                                ------          -----
Net loss....................................................    (115.8)%        (49.7)%
                                                                ======          =====
</Table>

     Net revenues. Our net revenues are derived primarily from products based on
the CDMA standard, including our Network Repeaters. In addition, we sell
complementary equipment for these products, including battery back-up systems,
antennas and network management software. We also provide training, installation
supervision, design and implementation services to our customers on a
fee-for-service basis.

     Net revenues decreased $3.5 million, or 46.9%, from $7.4 million for the
three months ended June 30, 2000 to $3.9 million for the three months ended June
29, 2001. This decrease was primarily due to decreased shipments of our
CDMA-based repeaters due to an overall slowdown in the U.S. economy and reduced
or deferred capital expenditures by our customers worldwide. During the three
months ended June 29, 2001, 85.2% of our net revenues were derived from ten
customers, with sales to four customers, Qwest, Unefon, iPCS and UbiquiTel PCS,
comprising approximately 20.5%,15.9%, 12.8% and 10.5%, respectively. During the
three months ended June 30, 2000, 83.4% of our net revenues were derived from
ten customers, with sales to four customers, Comsyst Pty. Limited, Independent
Wireless One, Inc., Northern PCS and Virginia PCS, comprising approximately
20.4%, 14.3%, 10.6% and 10.2%, respectively. International sales accounted for
24.0% of net revenues during the three months ended June 29, 2001, as compared
to 31.2% during the three months ended June 30, 2000.

     We have experienced downward pressure on our selling prices as a result of
our entering into volume sale agreements with some customers and from general
competitive pressures. We expect that our selling prices will continue to
decline for the foreseeable future. In addition, if we cannot offset declines in
selling prices by an increase in the number of units sold, our revenues may
decline. If we fail to significantly increase our sales of Network Repeaters and
the deployment of RepeaterHybrid Networks or to broaden our customer base, we
may fail to generate sufficient revenues to sustain our business.

                                        11
<PAGE>   12

     Cost of revenues and gross margin. Our cost of revenues consists of the
costs of the various components used to assemble our products, third-party
charges to assemble and test the products, the overhead cost of the operations
department, inventory valuation allowance, the direct costs of network design
services we sell to our customers and the cost of providing customer service,
including warranty and repair charges. Our gross margin is affected by the level
of demand for our products and services, new product introductions by us and our
competitors, and from competitive pressures and the costs of the various
components and production services provided by our vendors. If we are unable to
offset our expected decline in selling prices with lower unit costs, our gross
profits may decline. Additionally, as part of volume and other sales agreements,
we sell our products at a reduced margin to certain customers. If sales to these
customers represent an increased portion of sales in any quarter, we may
experience a reduction in our gross margins. Warranty reserve, inventory
valuation allowance and similar charges also have a significant effect on gross
margin in any one particular quarter. These reserves and allowances are based on
management's reasonable estimates. If events and circumstances cause management
to revise these estimates and therefore increase these reserves and allowances,
such revision might have an adverse effect on our gross margins.

     Cost of revenues decreased $1.3 million, or 25.8%, from $5.0 million for
the three months ended June 30, 2000 to $3.7 million for the three months ended
June 29, 2001. The gross profit margin decreased to 4.6% for the three months
ended June 29, 2001 from 31.8% for the three months ended June 30, 2000. The
majority of this 27.2 percentage point decrease in gross profit margin is due to
an increase in other costs of revenue of 35.1 percentage points, which costs
consist of manufacturing overhead and customer service expenditures, which
increased from $0.9 million for the three months ended June 30, 2000 to $1.9
million for the three months ended June 29, 2001. The increase in other costs of
revenue was primarily due to an increase in customer service expenses of $0.4
million, an increase in warranty expense and inventory valuation allowance of
$0.3 million and an increase in manufacturing overhead of $0.2 million. The
increase in customer service expenses and warranty expense is related primarily
to product quality issues associated with our cellular and PCS band products.
This 35.1 percentage point decrease in gross margin was partially offset by an
increase in direct material margins of 2.8 percentage points and a decrease in
stock-based compensation of 5.1 percentage points.

     Research and development. Research and development expenses consist
primarily of expenses incurred in the design and development of our products and
our proprietary technology. Research and development expenses decreased $0.5
million, or 18.6%, from $2.5 million for the three months ended June 30, 2000 to
$2.0 million for the three months ended June 29, 2001. This decrease was due to
the following factors: (i) a decrease in product development expenses for
in-building products of $0.5 million due to the termination of the Gwydion
development project, (ii) a decrease in the amortization of variable stock-based
compensation attributable to the acquisition of Gwydion of $0.3 million, and
(iii) a decrease in the amortization of stock-based compensation of $0.2
million, offset by an increase of $0.3 million due to the increase in the number
of outside contractors we used for research and development activities and $0.2
million for development material we acquired for our new product development.

     We expect to continue to incur significant expenses in the development of
our next generation of products to serve the emerging high-speed wireless
markets.

     Sales and marketing. Sales and marketing expenses consist primarily of
salaries, commissions, consulting fees, trade show expenses, travel expenses,
advertising, direct marketing expenses and associated overhead expenses. Sales
and marketing expenses decreased $0.4 million, or 19.5%, from $2.2 million for
the three months ended June 30, 2000 to $1.8 million for the three months ended
June 29, 2001. This decrease was due to reduced sales commissions of $0.2
million due to the decline in revenues, a decrease in travel related expenses of
$0.1 million and a decrease in the amortization of stock-based compensation of
$0.1 million.

     General and administrative. General and administrative expenses consist
primarily of expenses for finance, corporate management, general office
administration, insurance, amortization of stock-based compensation, and legal,
accounting and other professional fees. General and administrative expenses
increased $0.4 million, or 45.5%, from $0.8 million for the three months ended
June 30, 2000 to $1.2 million for the three months ended June 29, 2001. This
increase was attributable to an increase in insurance premiums of

                                        12
<PAGE>   13

$0.1 million, an increase in employee-related costs of $0.2 million due to
increased headcount and an increase in professional fees and contract labor
costs of $0.1 million.

     Other income (expense). Other income and (expense), net consists primarily
of interest income earned on balances held in our interest bearing accounts,
offset by interest expense on our convertible subordinated debentures and
promissory notes. Other income was $0.6 million and $38,000 for the three-month
periods ended June 29, 2001 and June 30, 2000, respectively. The majority of the
increase in other income is due to the sale of the Gwydion development project
($0.4 million) and interest income of $0.2 million from our interest bearing
accounts. Other expenses decreased $0.2 million from $0.5 million for the three
months ended June 30, 2000 to $0.3 million for the three months ended June 29,
2001 primarily due to reduced interest expense of $0.3 million related to our
Series DD convertible subordinated debentures, which were converted into common
stock in August 2000.

LIQUIDITY AND CAPITAL RESOURCES

     At June 29, 2001, we had $19.5 million in cash and cash equivalents. Cash
used in operating activities for the three months ended June 29, 2001 was $6.7
million, as compared to $3.8 million for the three months ended June 30, 2000.
The significant use of cash in operating activities during the three months
ended June 29, 2001 resulted from our net losses of $4.5 million, an increase in
inventories of $0.9 million, a decrease in accounts payable, accrued
compensation and other accrued liabilities of $1.5 million, a decrease in
deferred revenue of $0.7 million, offset by non-cash depreciation and
amortization expenses of $0.6 million, inventory valuation allowance of $0.2
million, and non-cash expenses of $0.1 million for amortization of stock-based
compensation. We plan to continue to adjust our operating expenses to reflect
our anticipated business volume.

     Cash provided by investing activities for the three months ended June 29,
2001 was $0.4 million, as compared to cash used in investing activities of $0.4
million for the three months ended June 30, 2000. Capital expenditures of $0.3
million were primarily investments in computerized test equipment to test our
products and additional computer equipment to support our business. We received
proceeds of $1.0 million attributable to the sale of substantially all of the
assets related to the Gwydion development project. Although we had no material
commitments for capital expenditures as of June 29, 2001, we anticipate
significant capital expenditures during the next twelve months.

     Net cash used in financing activities was $0.3 million for the three months
ended June 29, 2001, as compared to net cash provided by financing activities of
$2.6 million for the three months ended June 30, 2000. For the three months
ended June 29, 2001, $0.1 million was attributable to the exercise of stock
options, offset by payments against long-term liabilities of $0.4 million.

     The sale of substantially all of the assets related to the Gwydion project
resulted in our violation of certain covenants contained in a loan and security
agreement. As a result, the lender declared amounts owing under this loan
agreement (approximately $2.3 million at August 9, 2001) due and payable. We are
negotiating with the lender for a waiver of these covenant violations.

     We believe that our available cash reserves will be sufficient to fund
operations and to meet our working capital needs and anticipated capital
expenditures for fiscal year 2002. We currently intend to adjust our sales,
marketing, engineering, service and support, manufacturing and administrative
expenses to reflect our anticipated business volume. We may also invest in
complementary products, license technology or make acquisitions. Thereafter, we
may need additional funds for more rapid expansion of our business, unexpected
expenditures or operating losses, responding to competitive pressures,
developing new products and enhancements to our current products, or acquiring
technologies or businesses. If we raise additional funds through the issuance of
equity securities, the percentage ownership of our stockholders will be reduced,
stockholders may experience additional dilution, or such equity securities may
have rights, preferences or privileges senior to those of the holders of our
common stock. If we raise additional funds through the issuance of debt
securities, those securities would have rights, preferences and privileges
senior to those of holders of our common stock, and the terms of these debt
securities could impose restrictions on our operations. Additional financing may
not be available when needed, on favorable terms, or at all.
                                        13
<PAGE>   14

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." In June 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities -- Deferral of
Effective Date of FASB Statement No. 133." SFAS 133, as amended by SFAS 137, is
effective for all fiscal quarters of all fiscal years beginning after June 15,
2000, with earlier application encouraged. In June 2000, the FASB issued SFAS
No. 138, "Accounting for Certain Derivative Instruments and Hedging
Activities -- an amendment of FASB Statement No. 133." SFAS 133, SFAS 137 and
SFAS 138 establish accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives), and for hedging activities.
SFAS 133, SFAS 137 and SFAS 138 are effective for fiscal years beginning after
June 15, 2000. We currently have no derivative instruments and, therefore, the
adoption of SFAS 133, SFAS 137 and SFAS 138 did not have a material impact on
our financial position or our results of operations.

     In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141 ("SFAS 141"), "Business
Combinations." SFAS 141 requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the pooling-of-
interests method. We believe that the adoption of SFAS 141 will not have a
significant impact on our financial statements.

     In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets." SFAS 142 requires,
among other things, the discontinuance of goodwill amortization and the testing
for impairment of goodwill at least annually. We currently do not carry goodwill
in our financial statements and do not believe that the adoption of SFAS 142
will have a material impact on our financial statements.

                                        14
<PAGE>   15

                                  RISK FACTORS

     The factors discussed below are cautionary statements that identify
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements in this report.

WE HAVE INCURRED SIGNIFICANT LOSSES SINCE WE BEGAN DOING BUSINESS, ANTICIPATE
CONTINUING LOSSES, AND MAY NEVER ACHIEVE OR SUSTAIN PROFITABILITY.

     We have accumulated losses of $84.0 million since we began doing business
in 1983 through June 29, 2001, and we may never achieve or sustain
profitability. We incurred a net loss of $4.5 million for the fiscal quarter
ended June 29, 2001, and a net loss of $23.6 million for the year ended March
30, 2001. We will continue to incur significant expenses, particularly research
and product development and sales and marketing expenses. We anticipate
incurring net losses at least through the fiscal year ending March 29, 2002. We
will need to generate significantly higher revenues to achieve profitability and
recoup our accumulated losses. We cannot be certain that we will realize
sufficient revenues to sustain our business.

WE HAVE DEPLOYED A LIMITED NUMBER OF REPEATERHYBRID NETWORKS AND WE MAY NOT BE
ABLE TO GAIN BROAD MARKET ACCEPTANCE OF THE REPEATERHYBRID NETWORK CONCEPT.

     Our RepeaterHybrid Networks have yet to gain widespread industry acceptance
and we have deployed them with only a limited number of wireless service
providers. If we fail to significantly increase the deployment and market
acceptance of our products and RepeaterHybrid Networks as replacements for
traditional networks using only base stations, we may fail to generate
sufficient revenues to sustain our business.

OUR QUARTERLY REVENUES AND OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY.

     Our quarterly operating results have fluctuated significantly in the past
and are likely to do so in the future. Factors that could cause our quarterly
results to fluctuate include, but are not limited to:

     - any delay in our introduction of new products or product enhancements,
       particularly our new products for use in 3G networks;

     - the concentration of customer orders at the end of a quarter which can
       result in products shipping in the following quarter due to capacity
       constraints faced by our contract manufacturers;

     - the reduction in the selling price of our products due to competitive
       pressures from base station manufacturers and the introduction of other
       competing repeater products;

     - customer responses to announcements of new products and product
       enhancements by competitors and the entry of new competitors into our
       markets; and

     - general economic conditions and, in particular, conditions within our
       industry that affect demand for our products.

     If our operating results do not meet the expectations of securities
analysts and investors, our stock price is likely to decline.

     In the quarter ended December 29, 2000 we began to experience a slowdown in
the booking of orders from new and existing customers and requested delays in
shipment of existing orders. These trends have continued and have adversely
affected our net revenues, business, financial conditions and results of
operations. If these trends continue or accelerate, our net revenues, business,
financial condition and results of operations would continue to be adversely
affected.

                                        15
<PAGE>   16

OUR LENGTHY AND VARIABLE SALES CYCLE MAKES IT DIFFICULT FOR US TO PREDICT IF AND
WHEN A SALE WILL BE MADE AND COULD LEAD TO OPERATING DIFFICULTIES AND CASH FLOW
PROBLEMS.

     Our sales cycle, which is the period from the generation of a sales lead
until the recognition of revenues, ranges from nine to 24 months, making it
difficult to forecast revenues and operating results. Our inability to
accurately predict the timing and magnitude of sales of our products and
services could cause a number of problems including, but not limited to:

     - difficulties in meeting our customers' product delivery requirements in
       the event many orders are received in a short period of time;

     - expending significant management efforts and incurring substantial sales
       and marketing expenses in a particular period that do not translate into
       orders during that period, or at all; and

     - difficulties in meeting our cash flow requirements and obtaining credit
       because of delays in receiving orders.

     The problems resulting from our lengthy and variable sales cycle could
impede our growth, cause fluctuations in our operating results and restrict our
ability to take advantage of new opportunities.

CERTAIN EXISTING CONTRACTS MAY NOT RESULT IN REVENUES AS LARGE AS PREVIOUSLY
DISCLOSED.

     In the past, we publicly announced the signing of certain contracts or
purchase orders from major customers and their expected value or sales volume
for us. However, these contracts typically require no minimum purchase
commitment and the purchase orders are typically subject to cancellation. To
date, we have not achieved the expected values or sales volume publicly
disclosed. Furthermore, we may never achieve the expected values or sales volume
publicly disclosed. While we continue to internally estimate specific customer
sales volumes for business planning purposes, none of our prior publicly
disclosed estimates should be regarded as purchase commitments or indicative of
our current estimates or expectations.

A SMALL NUMBER OF CUSTOMERS ACCOUNT FOR A SUBSTANTIAL PORTION OF OUR REVENUES
AND THE LOSS OF ANY OF THESE CUSTOMERS COULD HARM OUR BUSINESS.

     Our customer base has been and may continue to be concentrated with a small
number of customers. The loss of any of these customers, or the delay, reduction
or cancellation of orders by or shipments to any of these customers could hurt
our results and cause a decline in our stock price. In the fiscal quarter ended
June 29, 2001, ten customers accounted for 85.2% of our net revenues, with
Qwest, Unefon, iPCS and UbiquiTel PCS comprising approximately 20.5%, 15.9%,
12.8% and 10.5%, respectively. In the fiscal year ended March 30, 2001, 66.5% of
our net revenues were derived from ten customers, with sales to one customer,
UbiquiTel PCS, comprising 12.6%. When our products have been fully deployed in a
customer's network or a customer's demands are otherwise satisfied, we must
replace that customer's sales with those of new customers in order to maintain
our sales volume.

     We do not have any long-term contracts with any of our customers. Our
contracts generally do not contain minimum purchase requirements and are
terminable at any time. We expect to continue to depend on a small number of
customers for a substantial portion of our revenues.

     In addition, we face increased credit risks, including slow payments or
non-payments, due to the concentration of our customer base.

IF WE ARE UNABLE TO OBTAIN OR MAINTAIN VENDOR QUALIFICATION WITH NATIONWIDE
WIRELESS NETWORK OPERATORS, OUR ABILITY TO SELL OUR PRODUCTS WOULD BE IMPAIRED
AND OUR REVENUES WOULD LIKELY DECLINE.

     Many of our current and potential customers are large major network
operators or affiliates of nationwide wireless network operators. In order to
sell our products to these affiliates, our products must be authorized for
purchase by the network operator. This authorization process is both costly and
lengthy. If we do not maintain our status as a qualified vendor or supplier, we
will be unable to sell our products to these network operators and their
affiliates, and our revenues will likely decline.
                                        16
<PAGE>   17

COMPETITION FROM LARGER, MORE ESTABLISHED COMPANIES WITH GREATER RESOURCES COULD
LEAD TO PRICE REDUCTIONS, LOSS OF REVENUES AND MARKET SHARE AND COULD PREVENT US
FROM ACHIEVING PROFITABILITY.

     The market for base stations, repeaters and related products is highly
competitive. We compete with large infrastructure manufacturers, systems
integrators, repeater manufacturers and base station subsystem suppliers, as
well as new market entrants. Most of our current and potential competitors have
longer operating histories, larger installed customer bases, substantially
greater name recognition and more financial, technical, manufacturing,
marketing, sales, distribution and other resources than we do. We may not be
able to compete successfully against current and future competitors, including
companies that develop and market new wireless telecommunications products and
services. If we are forced to reduce the prices of our products and we are
unable to offset the price reductions by increasing our sales volumes,
introducing new products with higher prices or reducing manufacturing costs, our
revenues or gross margins will decline. These competitive pressures may also
result in longer sales cycles and loss of customers.

OUR DEPENDENCE ON A LIMITED NUMBER OF CONTRACT MANUFACTURERS FOR MOST OF OUR
PRODUCTS MAY DIMINISH OUR ABILITY TO CONTROL THE QUALITY AND TIMING OF DELIVERY
OF OUR PRODUCTS.

     We utilize third-party contract manufacturers to manufacture of our
products. There are risks associated with our dependence on contract
manufacturers, including the contract manufacturers' control of capacity
allocation, labor relations, production quality and other aspects of the
manufacturing process. If our contract manufacturers encounter any of these
problems, our manufacturing processes will be adversely affected and we may lose
customers.

     Any one of our repeater products is generally produced by only one of our
contract manufacturers. We do not have long-term supply contracts with our
contract manufacturers, and they are not obligated to supply us with products
for any specific period, in any specific quantity or at any specific price,
except as may be provided in a particular purchase order. If we are unable to
obtain our products from our contract manufacturers on schedule, revenues from
the sale of those products may be delayed or lost, and our reputation,
relationships with customers and our business could be harmed. In addition, if
our production volumes are too low to maintain existing contracts with our
contract manufacturers, we could incur significant expenses and experience
substantial disruption to our business.

OUR CONTRACT MANUFACTURERS' RELIANCE ON A LIMITED NUMBER OF COMPONENT SUPPLIERS
COULD LEAD TO DELAYS, ADDITIONAL COSTS, PROBLEMS WITH OUR CUSTOMERS AND
POTENTIAL CUSTOMERS AND LOSS OF REVENUES.

     Our contract manufacturers currently utilize one or a small number of
suppliers for each of the components of our products. In particular, there are
currently only a few suppliers of high-power amplifiers, a critical component
for a Network Repeater that meets our quality standards. Our contract
manufacturers have no long-term contracts or arrangements with the suppliers of
components for our products that guarantee the availability of these components.
If for any reason a supplier fails to meet quality or quantity requirements, or
stops selling components at commercially reasonable prices, or if a competitor
enters into an exclusive relationship with one of our suppliers, we could
experience significant production delays or cost increases.

     From time to time, our contract manufacturers may be required to replace
some of the components of our products when the supplier of a particular
component discontinues production. While we do not generally maintain an
inventory of components, we may purchase a quantity of these discontinued
components to supply to our contract manufacturers until new suppliers or
substitute components can be found. We face the risk that we may deplete this
inventory of discontinued components before finding adequate substitutes, which
could cause the loss of significant sales opportunities. Alternatively, we may
be left with surplus quantities of these components, which could cause us to
incur charges for excess inventory. We cannot guarantee that alternative sources
of components can be secured on short notice or that components will be
available from alternative sources on satisfactory terms. Any of these problems
could damage relationships with current or prospective customers, seriously harm
our operating results and revenues in a given period and impair our ability to
generate future sales.

                                        17
<PAGE>   18

DUE TO UNCERTAINTIES IN PRODUCTION FORECASTING, WE MAY EXPERIENCE UNEXPECTED
SURPLUSES OR SHORTAGES OF INVENTORY.

     Our contracts with manufacturers require us to provide a rolling six-month
forecast for production each month. The forecast for the first two months of the
six-month forecast are considered firm purchase orders. If we fail to accurately
predict our customers' demand for our products, we may be subject to shortages
of certain products and surpluses of other products. If we fail to have an
adequate supply of inventory for our products, we may be subject to cancellation
of orders from our customers for these products. In addition, if we have a
surplus of certain products, we may incur charges for excess or obsolete
inventory. For example, in fiscal 2001, the Company's cost of revenue included
$2.4 million related to inventory valuation allowance for excess and obsolete
inventory.

     Some of the components of our products may have long lead times from the
date a purchase order is placed with the supplier to the date the components are
delivered to our contract manufacturers. In order to ensure an adequate supply
of these components, we may be required to purchase the components ourselves and
then resell them to our contract manufacturers to meet our forecasted
requirements. If we fail to accurately predict the demand for these components,
we may face shortages and potentially lose sales, or alternatively incur charges
for excess or obsolete inventory.

OUR INABILITY TO PROVIDE LONG-TERM EQUIPMENT FINANCING FOR OUR CUSTOMERS IS A
COMPETITIVE DISADVANTAGE AND COULD RESULT IN A LOSS OF SALES.

     Many of our current and potential customers require equipment financing to
purchase our products. We do not offer long-term equipment financing to our
customers. If we cannot assist in arranging long-term equipment financing for
our customers, we may lose sales and customers to competitors that provide such
financing. Additionally, if we decide to provide our customers with long-term
equipment financing in the future, we could face credit risks, including slow
payments or non-payments from customers.

WE PLAN TO EXPAND FURTHER INTO INTERNATIONAL MARKETS, WHICH WILL SUBJECT US TO
ADDITIONAL BUSINESS RISKS.

     A significant portion of our sales efforts has been and will continue to be
targeted to international service providers in Australia, Canada, Mexico, South
America and Asia. Conducting business in these areas subjects us to a number of
risks and uncertainties, including:

     - inadequate protection of intellectual property in foreign countries;

     - increased difficulty in collecting accounts;

     - delays and expenses associated with tariffs and other trade barriers;

     - difficulties and costs associated with complying with a wide variety of
       complex foreign laws and treaties;

     - currency fluctuations, including a decrease in the value of foreign
       currencies relative to the U.S. dollar which could make our products less
       competitive against those of foreign competitors; and

     - political and economic instability.

     Any of the factors described above could impair our ability to continue
expanding into international markets and could prevent us from increasing our
revenues and achieving profitability. We may establish contract manufacturing
operations in other countries which could further subject us to the risks
described above, particularly the difficulty of protecting intellectual property
rights.

WE HAVE DEVELOPED A PRODUCT LINE PRIMARILY BASED ON THE CDMA STANDARD AND WE MAY
NOT SUCCEED IF CDMA IS NOT WIDELY ACCEPTED.

     We have concentrated our efforts on the development and sale of products
specific to CDMA technology. CDMA is the newest wireless communications
technology standard and has yet to achieve the market penetration of other more
established digital standards, including TDMA and GSM. There are currently a
                                        18
<PAGE>   19

limited number of wireless service providers utilizing CDMA-based equipment.
These service providers are concentrated in North America, South America and
Asia. If CDMA technology is not widely accepted by wireless service providers,
the demand for our products will not be as large as we are anticipating. A
decline in demand for our current products could have a significant negative
impact on our results of operations. In addition, a decline in demand may
require us to develop new products compatible with other wireless technology
standards, which would cause us to experience significant production delays and
cost increases with no assurance of new product acceptance.

BECAUSE OUR PRODUCTS ARE DEPLOYED IN COMPLEX NETWORKS, THEY MAY HAVE ERRORS OR
DEFECTS THAT WE FIND ONLY AFTER DEPLOYMENT, WHICH IF NOT REMEDIED, COULD HARM
OUR BUSINESS.

     Our products are highly complex, designed to be deployed in complicated
networks and may contain undetected defects, errors or failures. Although our
products are tested during manufacturing prior to deployment, they can only be
fully tested when deployed in commercial networks. Consequently, our customers
may discover errors after the products have been deployed. The occurrence of any
defects, errors or failures could result in installation delays, product
returns, diversion of our resources, increased service and warranty costs, legal
actions by our customers, increased insurance costs and other losses to us or to
our customers or end users. For example, in fiscal 2001, the Company's cost of
sales included $1.9 million related to warranty expense due to defects
discovered in our products after installation and operation in our customers'
networks. Any of these occurrences could also result in the loss of or delay in
market acceptance of our products, which would harm our business and adversely
affect our operating results and financial condition.

WE ARE DEPENDENT ON LICENSED TECHNOLOGY FOR OUR PRODUCTS.

     The receive diversity technology contained in our products is licensed from
one of our former executive officers. The license agreement requires the timely
payment of royalties in the form of cash and shares of our common stock. These
royalty payments are non-refundable. Failure to honor the terms of the license
agreement could adversely affect our business.

IF WE ARE UNABLE TO PROTECT AND ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY
BE UNABLE TO COMPETE EFFECTIVELY.

     We regard substantial elements of our products, such as receive diversity
technology, component design specifications, network management software and
network component optimization techniques, as proprietary and attempt to protect
them by relying on patent, trademark, service mark, copyright and trade secret
laws. We also rely on confidentiality procedures and contractual provisions with
our employees, consultants, vendors and licensees to protect our intellectual
property. Despite these efforts, we may be unable to prevent third parties from
infringing upon or misappropriating our intellectual property, which could harm
our business.

     As of June 29, 2001, we had four patents granted and four patent
applications pending. It is possible that no patents will be issued from these
pending applications or from future patent applications. Moreover, our currently
issued patents and any patents issued in the future may not provide us with any
competitive advantages over, or may be challenged by, third parties.

     Effective patent, trademark, service mark, copyright and trade secret
protection may not be available in some countries in which our products are
distributed, particularly countries within South America and Asia. Furthermore,
our competitors may independently develop similar technologies that limit the
value of our intellectual property or design around patents issued to us.

BECAUSE LEGAL STANDARDS RELATING TO THE PROTECTION OF INTELLECTUAL PROPERTY
RIGHTS RELATED TO THE TELECOMMUNICATIONS INDUSTRY ARE UNCERTAIN AND EVOLVING, WE
MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS DISPUTES, CAUSING US TO INCUR
SIGNIFICANT COSTS, DIVERTING THE TIME AND ATTENTION OF OUR MANAGEMENT AND
PREVENTING US FROM SELLING OUR PRODUCTS.

     Due to the competitive nature of the telecommunications industry,
particularly as it relates to CDMA-based technology, any competitive advantage
we may have relies heavily upon protection of our intellectual
                                        19
<PAGE>   20

property rights. Because the legal standards relating to the validity,
enforceability and scope of protection of intellectual property rights in our
industry are uncertain and evolving, in the future, we may be a party to
litigation concerning the intellectual property incorporated in our products.
These lawsuits, regardless of their outcome, would be time-consuming and
expensive to resolve and would divert management time and attention. Any
potential intellectual property litigation also could force us to do one or more
of the following:

     - stop selling, incorporating or using our products that use the challenged
       intellectual property;

     - obtain from the owner of the infringed intellectual property right a
       license to sell or use the relevant technology, which license may not be
       available on reasonable terms, or at all; or

     - redesign those products that use the challenged technology.

     If we are forced to take any of these actions, our business may be harmed.
Our insurance may not cover potential claims of this type or may not be adequate
to indemnify us for all liability that may be imposed.

A SIGNIFICANT DECREASE IN THE COST OF BASE STATIONS AND THEIR COMMUNICATION
LINKS WOULD DIMINISH ONE OF OUR COMPETITIVE ADVANTAGES.

     Unlike our repeater products, current base stations typically require an
expensive communications link, usually through a high capacity digital telephone
connection, to the network. In addition, base stations themselves are typically
larger and more expensive than repeaters. A decrease in the cost of base
stations and the communication links used to connect base stations to the local
telephone network, especially in less populated areas, will diminish a cost
saving that our customers experience from using our product. If the cost of base
stations and their communication links decline, demand for our products may
decrease and we may have to lower our product prices or experience a decline in
orders. Either one of these results could cause decreased revenues and margins.

DELAYS IN NEW PRODUCT DEVELOPMENT PROJECTS COULD HARM OUR BUSINESS.

     The market for our products is subject to competition from other repeater
manufacturers and base station manufacturers. As a result, we must continue to
develop new products and enhancements to our existing products to remain
competitive. In particular, we must develop and bring to market our products
designed to address third generation or 3G wireless networks. If we do not
successfully develop new products and enhancements in a timely manner, we may
lose market acceptance of our products and be unable to compete effectively with
new competitive products, which could harm our business.

IF WE FAIL TO MANAGE OUR GROWTH EFFECTIVELY, OUR BUSINESS AND PROSPECTS COULD BE
SERIOUSLY HARMED.

     Any significant growth of our business would place a significant strain on
our planning and management capabilities. To manage our growth of operations and
personnel, we would need to:

     - improve financial and operational controls, as well as our reporting
       systems and procedures;

     - install new management information systems; and

     - hire, train, motivate and manage our sales and marketing, engineering,
       technical, finance and customer service employees.

     If we cannot effectively hire and manage new employees or monitor, manage
and control expanded operations, our business and prospects could be seriously
harmed.

IF WE LOSE KEY ENGINEERING PERSONNEL OR ARE UNABLE TO HIRE ADDITIONAL QUALIFIED
ENGINEERING PERSONNEL, WE MAY NOT BE SUCCESSFUL.

     Our future success largely depends on our ability to attract and retain
qualified engineering personnel. The market for qualified engineering personnel
in the telecommunications industry is highly competitive and if we cannot
attract and retain these personnel, it would significantly limit our ability to
compete and to grow our business.
                                        20
<PAGE>   21

WE HAVE ENGAGED IN ACQUISITIONS AND MAY ENGAGE IN FUTURE ACQUISITIONS THAT MAY
SUBJECT US TO VARIOUS OPERATIONAL AND FINANCIAL RISKS.

     We have in the past and expect in the future to acquire other businesses or
technologies that complement our products, expand the breadth of our product
offerings, enhance our technical capabilities, help secure critical sources of
supply, or that may otherwise offer growth opportunities. In connection with
acquisitions, we may incur operational and financial risks, including:

     - difficulties in combining operations, personnel, technologies or
       products;

     - unanticipated costs;

     - risks associated with entering markets in which we have no or limited
       prior experience;

     - diversion of management's attention from our core business;

     - adverse effects on existing business relationships with suppliers and
       customers;

     - issuing stock that would dilute our current stockholders' percentage
       ownership;

     - incurring debt; and

     - assumption of liabilities.

A NUMBER OF SHARES ARE OR WILL BE ELIGIBLE FOR FUTURE SALE WHICH MAY DEPRESS OUR
STOCK PRICE.

     Sales of substantial amounts of our common stock in the public market or
the perception that a large number of shares are available for sale, could cause
the market price of our common stock to decline. Certain holders of our common
stock and warrants exercisable for shares of common stock have rights, subject
to some conditions, to require us to file registration statements covering their
shares, or to include their shares in registration statements that we may file
for ourselves or other stockholders. By exercising their registration rights and
selling a large number of shares, these holders could cause the price of our
common stock to decline. Furthermore, if we were to include in a
company-initiated registration statement shares held by those holders pursuant
to the exercise of their registration rights, those sales could impair our
ability to raise needed capital by depressing the price at which we could sell
our common stock.

OUR CERTIFICATE OF INCORPORATION AND BYLAWS, AS WELL AS PROVISIONS OF DELAWARE
LAW, COULD DISCOURAGE POTENTIAL ACQUISITIONS OF OUR COMPANY THAT STOCKHOLDERS
MAY CONSIDER FAVORABLE.

     Certain provisions of our certificate of incorporation, our bylaws and
Delaware law may discourage, delay or prevent a merger or acquisition that
stockholders may consider favorable. This could have an adverse effect on the
market price of our common stock or prevent our stockholders from realizing a
premium over the market price for their shares of our common stock.

CONTROL BY CERTAIN STOCKHOLDERS WILL LIMIT THE ABILITY OF OTHER STOCKHOLDERS TO
INFLUENCE THE OUTCOME OF MATTERS REQUIRING STOCKHOLDER APPROVAL AND COULD
DISCOURAGE POTENTIAL ACQUISITIONS OF OUR COMPANY BY THIRD PARTIES.

     We believe that our executive officers, directors and entities affiliated
with them, along with the current holders of more than 5% of our equity, in the
aggregate, beneficially own a majority of our outstanding common stock. These
stockholders, if acting together, would be able to exert a significant degree of
influence over our management and affairs and over matters requiring approval by
our stockholders, including the election of our board of directors and the
approval of mergers or other business combination transactions. This
concentration of ownership could have the effect of delaying or preventing a
change in our control or otherwise discourage a potential acquirer from
attempting to obtain control of us, which in turn could have an adverse effect
on the market price of our common stock or prevent our stockholders from
realizing a premium over the market price for their shares of our common stock.

                                        21
<PAGE>   22

THE LOW PRICE OF OUR COMMON STOCK COULD RESULT IN THE DELISTING OF OUR COMMON
STOCK.

     Our common stock is listed for quotation on the Nasdaq National Market
System. In order to remain listed on this market, we must, among other things,
continue to satisfy quantitative maintenance criteria set forth in the Nasdaq
marketplace rules. These criteria include minimum thresholds for net tangible
assets of $4,000,000, public float of 750,000 shares, market value of public
float of $5,000,000 and minimum bid price of $1.00. On June 11, 2001, Nasdaq
advised us that the minimum bid price of our common stock had been less than
$1.00 for more than 30 consecutive trading days and that we would be provided 90
calendar days to regain compliance with the minimum bid price criteria. If our
stock does not trade above $1.00 for at least ten consecutive business days
within this 90 day period, Nasdaq advised us that it will provide us with
written notification that our common stock will be delisted from the Nasdaq
National Market System. In addition, if we are unable to continue to meet other
Nasdaq listing standards for any other reason, our common stock could be also be
delisted. If our common stock were delisted, the liquidity of our common stock
would be adversely affected. Delisting could make trading our shares more
difficult for investors, increase trading spreads and adversely affect
investors' perception of us and our prospects, any of which could lead to
declines in our share price. It could also make it more difficult for us to
raise additional capital. We would also incur additional costs under state blue
sky laws to sell equity if our common stock were delisted. We are aware of the
Nasdaq listing requirements and are exploring options to help us stay in
compliance. However, we cannot be assured that these efforts will be successful.

WE MAY REQUIRE ADDITIONAL CAPITAL IN THE FUTURE WHICH MAY NOT BE AVAILABLE TO
US.

     We may need to raise additional funds through public or private debt or
equity financing. Adequate funds may not be available when needed or may not be
available on favorable terms. If we raise additional funds by issuing equity
securities, dilution to existing stockholders may result. If funding is
insufficient at any time in the future, we may be unable to develop or enhance
our products or services, take advantage of business opportunities or respond to
competitive pressures, any of which could harm our business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK

     We believe we do not have any significant exposures to quantitative and
qualitative market risks. For the three months ended June 29, 2001, we did not
have any derivative financial instruments or any derivative commodity
instruments. Our financial instruments include trade accounts receivable, trade
accounts payable, convertible subordinated debentures and a term note. Our
accounts receivable and accounts payable are relatively short term in duration
and as a consequence, are not exposed to significant interest rate changes and
consequent fair value adjustments. Our cash equivalents are invested in interest
bearing accounts, generally money market accounts of less than seven days'
average maturity, and as a result are not subject to significant valuation
adjustments due to interest rate changes. We also have a term loan, which bears
interest at a fixed rate. As a result, the payments due under the term loan are
not subject to adjustment due to interest rate changes. Our financial market
risk includes risks associated with international operations and related foreign
currencies. We anticipate that international sales will continue to account for
a significant portion of our consolidated revenues. Most of our international
sales are in U.S. dollars and, therefore, are not subject to foreign currency
exchange rate risk. At June 29, 2001, approximately 2.7% of our ending accounts
receivable were denominated in a foreign currency and as a result, we were
subject to foreign currency exchange risk on this amount. In addition, expenses
of our international operations are denominated in each country's local currency
and are subject to foreign currency exchange risk. Through June 29, 2001, we
have not experienced any significant negative impact on our operations as a
result of fluctuations in foreign currency exchange rates.

                                        22
<PAGE>   23

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     Not applicable.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     On August 8, 2000, the Securities and Exchange Commission declared
effective the Company's registration statement on Form S-1 (No. 333-31266)
relating to the initial public offering of the Company's common stock. The net
offering proceeds to the Company from its initial public offering, after
deducting the underwriting discounts and commissions and offering expenses, were
approximately $42.3 million. These proceeds were invested in high-quality
short-term investments. Of these proceeds, approximately $1.7 million has been
used to purchase equipment and a portion has been used for expansion of sales,
marketing and future development of the Company's products and for general
corporate purposes, including working capital. The Company intends to use the
remaining proceeds to support its operations, to provide working capital and to
repay notes payable of approximately $2.3 million.

     On August 8, 2001, the Company's Board of Directors approved the adoption
of a Share Purchase Rights Plan (the "Plan"). Terms of the Plan provide for a
dividend distribution of one preferred share purchase right (a "Right") for each
outstanding share of common stock, par value $.001 per share (the "Common
Shares"), of the Company. The dividend is payable on August 29, 2001 (the
"Record Date") to the stockholders of record on that date. Each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series A Junior Participating Preferred Stock, par value $.001 per share (the
"Preferred Shares"), at a price of $7.00 per one one-hundredth of a Preferred
Share (the "Purchase Price"), subject to adjustment. Each one one-hundredth of a
share of Preferred Shares has designations and powers, preferences and rights,
and the qualifications, limitations and restrictions which make its value
approximately equal to the value of a Common Share. The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement"), dated
as of August 9, 2001, entered into between the Company and U.S. Stock Transfer
Corporation, as rights agent (the "Rights Agent").

     Initially, the Rights will be evidenced by the stock certificates
representing the Common Shares then outstanding, and no separate Right
Certificates, as defined below, will be distributed. Until the earlier to occur
of (i) the date of a public announcement that a person, entity or group of
affiliated or associated persons have acquired beneficial ownership of 20% or
more of the outstanding Common Shares (an "Acquiring Person") or (ii) 10
business days (or such later date as may be determined by action of the Board of
Directors prior to such time as any person or entity becomes an Acquiring
Person) following the commencement of, or announcement of an intention to
commence, a tender offer or exchange offer the consummation of which would
result in any person or entity becoming an Acquiring Person (the earlier of such
dates being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate with or without a copy of the Summary of
Rights, which is included in the Rights Agreement as Exhibit C thereof (the
"Summary of Rights").

     Until the Distribution Date, the Rights will be transferable with and only
with the Common Shares. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Share certificates issued after the Record
Date, upon transfer or new issuance of Common Shares, will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender or transfer of
any certificates for Common Shares outstanding as of the Record Date, even
without such notation or a copy of the Summary of Rights being attached thereto,
will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.

                                        23
<PAGE>   24

     The Rights are not exercisable until the Distribution Date. The Rights will
expire on August 29, 2011 (the "Final Expiration Date"), unless the Rights are
earlier redeemed or exchanged by the Company, in each case, as described below.

     The Purchase Price payable, and the number of Preferred Shares or other
securities or other property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above). The exercise of Rights
for Preferred Shares is at all times subject to the availability of a sufficient
number of authorized but unissued Preferred Shares.

     The number of outstanding Rights and the number of one one-hundredths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidation or combinations of the Common Shares occurring, in any case, prior
to the Distribution Date.

     Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares would be entitled to a minimum
preferential liquidation payment of $100 per share, but would be entitled to
receive an aggregate payment equal to 100 times the payment made per Common
Share. Each Preferred Share will have 100 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount of consideration received per Common Share. These
rights are protected by customary anti-dilution provisions. Because of the
nature of the Preferred Shares' dividend and liquidation rights, the value of
one one-hundredth of a Preferred Share should approximate the value of one
Common Share. The Preferred Shares would rank junior to any other series of the
Company's preferred stock.

     In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than Rights beneficially owned by the Acquiring Person and its
associates and affiliates (which will thereafter be void), will for a 60-day
period have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right (or, if such
number of shares is not and cannot be authorized, the Company may issue
Preferred Shares, cash, debt, stock or a combination thereof in exchange for the
Rights). This right will terminate 60 days after the date on which the Rights
become nonredeemable (as described below), unless there is an injunction or
similar obstacle to exercise of the Rights, in which event this right will
terminate 60 days after the date on which the Rights again become exercisable.

     Generally, under the Plan, an "Acquiring Person" shall not be deemed to
include (i) the Company, (ii) a subsidiary of the Company, (iii) any employee
benefit or compensation plan of the Company, or (iv) any entity holding Common
Shares for or pursuant to the terms of any such employee benefit or compensation
plan. In addition, except under limited circumstances, no person or entity shall
become an Acquiring Person as the result of the acquisition of Common Shares by
the Company which, by reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such person or entity to
20% or more of the Common Shares then outstanding. Further, except under certain
circumstances, no person shall become an Acquiring Person due to the acquisition
of Common Shares directly from the Company.

     In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold to an Acquiring Person, its associates or affiliates or certain
other persons in which such persons have an interest, proper provision will be
made so that each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current exercise price
                                        24
<PAGE>   25

of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right.

     At any time after an Acquiring Person becomes an Acquiring Person and prior
to the acquisition by such Acquiring Person of 50% or more of the outstanding
Common Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which have become void), in
whole or in part, at an exchange ratio of one Common Share, or one one-hundredth
of a Preferred Share, per Right (or, at the election of the Company, the Company
may issue cash, debt, stock or a combination thereof in exchange for the
Rights), subject to adjustment.

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of the number of one one-hundredths of a
Preferred Share issuable upon the exercise of one Right, which may, at the
election of the Company, be evidenced by depositary receipts), and in lieu
thereof, an adjustment in cash will be made based on the market price of the
Preferred Shares on the last trading day prior to the date of exercise.

     At any time prior to the earliest of (i) such time as a person becomes an
Acquiring Person or (ii) the Final Expiration Date, the Board of Directors of
the Company may redeem the Rights in whole, but not in part, at a price of
$0.001 per Right (the "Redemption Price"). Following the expiration of the above
periods, the Rights become nonredeemable. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.

     The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that from and
after such time as the rights are distributed no such amendment may adversely
affect the interest of the holders of the Rights excluding the interests of an
Acquiring Person.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.

     The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors since the Rights may be amended to permit such acquisition or redeemed
by the Company at $.001 per Right prior to the earliest of (i) the time that a
person or group has acquired beneficial ownership of 20% or more of the Common
Shares or (ii) the final expiration date of the rights.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

ITEM 5. OTHER INFORMATION

     Not applicable.

                                        25
<PAGE>   26

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------
<C>       <S>
  4.7     Certificate of Designation of Series A Junior Participating
          Preferred Stock.
  4.8     Rights Agreement, dated as of August 9, 2001, between
          Repeater Technologies, Inc. and U.S. Stock Transfer
          Corporation, including Form of Right Certificate.
 99.1     Press Release, dated as of August 9, 2001, entitled
          "Repeater Technologies, Inc. Adopts Stockholder Rights
          Plan."
</Table>

(b) Reports on Form 8-K

     No reports on Form 8-K were filed during the three months ended June 29,
2001.

                                        26
<PAGE>   27

                                   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 thereunto duly authorized.

                                          REPEATER TECHNOLOGIES, INC.

                                          By:    /s/ TIMOTHY A. MARCOTTE
                                            ------------------------------------
                                                    Timothy A. Marcotte
                                                 Executive Vice President,
                                                  Chief Operating Officer
                                                and Chief Financial Officer
                                            (Principal Financial and Accounting
                                                           Officer)

Date: August 13, 2001

                                        27
<PAGE>   28

                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------
<C>       <S>
  4.7     Certificate of Designation of Series A Junior Participating
          Preferred Stock.
  4.8     Rights Agreement, dated as of August 9, 2001, between
          Repeater Technologies, Inc. and U.S. Stock Transfer
          Corporation, including Form of Right Certificate.
 99.1     Press Release, dated as of August 9, 2001, entitled
          "Repeater Technologies, Inc. Adopts Stockholder Rights
          Plan."
</Table>

                                        28