<PAGE>     1


=============================================================================

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

                                 ---------
                                 FORM 10-Q
                                 ---------

(Mark One)
[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE
       ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 26, 1999

                                     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: 0-24360



                          SPECTRIAN CORPORATION
          (Exact name of registrant as specified in its charter)

    DELAWARE                                       77-0023003
(State or other jurisdiction of     (I.R.S. Employer Identification Number)
incorporation or organization)


                           350 West Java Drive
                       Sunnyvale, California 94089
           (Address of principal executive offices) (Zip Code)

                     Telephone Number (408) 745-5400
           (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 period 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
                            ---               ---



As of November 9, 1999 there were 11,448,889 shares of the Registrant's Common
Stock outstanding.


===============================================================================

<PAGE>   2

<TABLE>
<CAPTION>

                           SPECTRIAN CORPORATION

                                 FORM 10-Q

                                   INDEX

                    FOR QUARTER ENDED SEPTEMBER 26, 1999


                                                                        Page
                                                                        ----
<S>       <C>                                                           <C>

                     PART I - FINANCIAL INFORMATION

ITEM 1     Financial Statements

           Condensed Consolidated Balance Sheets -
            September 26, 1999 and March 31, 1999.......................   3

           Condensed Consolidated Statements Of Operations and Other
            Comprehensive Income (Loss) - Three Months and Six Months
            Ended September 26, 1999 and September 27, 1998.............   4

           Condensed Consolidated Statements of Cash Flows -Six
            Months Ended September 26, 1999 and September 27, 1998......   5

           Notes to Condensed Consolidated Financial Statements.........   6

ITEM 2     Management's Discussion and Analysis of Financial
            Condition and Results of Operations.........................  10

ITEM 3     Quantitative and Qualitative Disclosures about Market Risk...  22


                      PART II - OTHER INFORMATION

ITEM 1     Legal Proceedings............................................  23

ITEM 6     Exhibits and Reports on Form 8-K.............................  23

Signatures..............................................................  24


</TABLE>


                                      2


<PAGE>   3

                      PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                  SPECTRIAN CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                     (In thousands, except share data)
                               (Unaudited)

                                                   September 26,  March 31,
                                                       1999         1999
                                                   ------------  -----------
<S>                                                 <C>          <C>
ASSETS

CURRENT ASSETS:
 Cash and cash equivalents                           $ 13,747     $ 26,254
 Short-term investments                                35,936       36,417
 Accounts receivable, less allowance for doubtful
  accounts of $414 and $388, respectively              24,797       12,983
 Inventories                                           24,275       20,826
 Prepaid expenses and other current assets              4,034        3,464
                                                     --------     --------

   Total current assets                               102,789       99,944

Property and equipment, net                            24,024       28,468
                                                     --------     --------

                                                     $126,813     $128,412
                                                     ========     ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Accounts payable                                    $ 11,546     $  8,058
 Accrued liabilities                                   13,489       17,884
 Current portion of debt obligations                    1,356        1,603
                                                     --------     --------

   Total current liabilities                           26,391       27,545

Debt obligations, net of current portion                4,588        4,899
                                                     --------     --------

   Total liabilities                                   30,979       32,444
                                                     --------     --------

STOCKHOLDERS' EQUITY:
 Series A Participating Preferred Stock, no
  par value, 5,000,000 shares authorized; none
  issued and outstanding, respectively                      -            -
 Common stock, $0.001 par value, 20,000,000
  shares authorized; 11,309,416 and 11,102,333
  shares issued, respectively; 10,309,416 and
  10,102,333 shares outstanding, respectively              11           10
 Additional paid-in capital                           151,755      149,588
 Treasury stock, 1,000,000 shares of common
  stock held                                          (14,789)     (14,789)
 Accumulated other comprehensive income (loss)           (330)         137
 Accumulated deficit                                  (40,813)     (38,978)
                                                     --------     --------

   Total stockholders' equity                          95,834       95,968
                                                     --------     --------

                                                     $126,813     $128,412
                                                     ========     ========
</TABLE>


See accompanying notes to condensed consolidated financial statements.


                                  3

<PAGE>   4

<TABLE>
<CAPTION>
                SPECTRIAN CORPORATION AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                AND OTHER COMPREHENSIVE INCOME (LOSS)
                (In thousands, except per share data)
                             (Unaudited)


                           Three months ended            Six months ended
                       ---------------------------  ---------------------------
                      September, 26  September, 27  September, 26 September, 27
                           1999          1998            1999         1998
                         --------      --------        --------     ---------
<S>                     <C>           <C>             <C>           <C>
REVENUES                 $ 42,967      $ 26,869        $ 74,451      $ 57,653
                         --------      --------        --------      --------

COSTS AND EXPENSES:
 Cost of sales             32,676        20,629          58,568        48,357
 Research and development   5,529         6,549          10,406        12,503
 Selling, general and
  administrative            4,533         4,151           8,827         7,627
                         --------      --------        --------      --------
   Total costs and
     expenses              42,738        31,329          77,801        68,487
                         --------      --------        --------      --------

OPERATING INCOME (LOSS)       229        (4,460)         (3,350)      (10,834)

INTEREST INCOME               728         1,400           1,875         2,765
INTEREST EXPENSE             (143)         (138)           (301)         (369)
                         --------      --------        --------      --------
INCOME (LOSS) BEFORE
 INCOME TAXES                 814        (3,198)         (1,776)       (8,438)

INCOME TAXES                   26             -              58             -
                         --------      --------        --------      --------

NET INCOME (LOSS)             788        (3,198)         (1,834)       (8,438)

OTHER COMPREHENSIVE INCOME
  (LOSS):
 Unrealized gain (loss) on
  short-term investments       74           706            (467)          797
                         --------      --------        --------      --------

COMPREHENSIVE INCOME
 (LOSS)                  $    862      $ (2,492)       $ (2,301)     $ (7,641)
                         ========      ========        ========      ========

NET INCOME (LOSS) PER
 SHARE:
 Basic                   $   0.08      $  (0.30)       $  (0.18)     $  (0.78)
                         ========      ========        ========      ========
 Diluted                 $   0.07      $  (0.30)       $  (0.18)     $  (0.78)
                         ========      ========        ========      ========

SHARES USED IN COMPUTING
 PER SHARE AMOUNTS:
 Basic                     10,249        10,739          10,223        10,824
                         ========      ========        ========      ========
 Diluted                   10,632        10,739          10,223        10,824
                         ========      ========        ========      ========
</TABLE>

See accompanying notes to condensed consolidated financial statements.



                                      4


<PAGE>   5


<TABLE>
<CAPTION>
                  SPECTRIAN CORPORATION AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In thousands)
                               (Unaudited)


                                                       Six Months Ended
                                                 ----------------------------
                                                 September 26,  September 27,
                                                     1999           1998
                                                 ------------   ------------
<S>                                                <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss                                           $ (1,834)     $ (8,438)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
   Depreciation and amortization                       6,788         6,323
   Loss on equipment retirements, net                     95           291
   Stock option compensation expense                     239         1,128
   Changes in operating assets and liabilities:
    Accounts receivable                              (11,814)          283
    Inventories                                       (3,449)       (4,493)
    Prepaid expenses and other current assets           (570)        1,551
    Accounts payable                                   3,488        (4,200)
    Accrued liabilities                               (4,395)       (1,273)
                                                    --------      --------
     Net cash used in operating activities           (11,452)       (8,828)
                                                    --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of short-term investments                  (22,689)      (33,325)
 Proceeds from sale and maturities of
  short-term investments                              22,702        47,512

 Purchase of property and equipment                   (2,485)       (7,400)
 Proceeds from sale of property and equipment             46             -
                                                    --------      --------
     Net cash provided by (used in) investing
      activities                                      (2,426)        6,787
                                                    --------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:

 Repayment of debt and capital lease obligations        (558)         (726)
 Repurchase of common stock                                -        (7,418)
 Proceeds from sales of common stock, net              1,929           336
                                                    --------      --------
     Net cash provided by (used in) financing
      activities                                       1,371        (7,808)
                                                    --------      --------

NET DECREASE IN CASH AND CASH EQUIVALENTS            (12,507)       (9,849)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD        26,254        31,460
                                                    --------      --------
CASH AND CASH EQUIVALENTS, END OF PERIOD            $ 13,747      $ 21,611
                                                    ========      ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Cash paid for interest                             $    301      $    369
                                                    ========      ========
 Cash paid for income taxes                         $     58      $      -
                                                    ========      ========

NONCASH INVESTING AND FINANCING ACTIVITIES:
 Unrealized gains (losses) on investments           $   (437)     $    859
                                                    ========      ========


</TABLE>


See accompanying notes to condensed consolidated financial statements.


                                      5

<PAGE>   6


                 SPECTRIAN CORPORATION AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              (Unaudited)

1.     BASIS OF PRESENTATION

       The accompanying unaudited condensed consolidated financial statements
of Spectrian Corporation and subsidiaries ("Spectrian" or the "Company") have
been prepared in conformity with generally accepted accounting principles.
However, certain information or footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and regulations
of the Securities and Exchange Commission. In the opinion of the management,
the statements include all adjustments (which are of a normal and recurring
nature) necessary for the fair presentation of the financial information set
forth therein. These financial statements should be read in conjunction with
the Company's audited consolidated financial statements as set forth on pages
F-1 through F-15 of the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1999. The interim results presented herein are not
necessarily indicative of the results of operations that may be expected for
the full fiscal year ending March 31, 2000, or any other future period.


2.     BALANCE SHEET COMPONENTS

Balance sheet components are as follows (in thousands):

<TABLE>
<CAPTION>
                                                  September 26,  March 31,
                                                      1999         1999
                                                    --------     --------
<S>                                                <C>          <C>
       Inventories:
         Raw materials                              $ 11,672     $  9,100
         Work in progress                              8,800        5,701
         Finished goods                                3,803        6,025
                                                    --------     --------
                                                    $ 24,275     $ 20,826
                                                    ========     ========

       Property and equipment:
         Machinery and equipment                    $ 58,182     $ 58,322
         Land, building and improvements               2,839        2,736
         Leasehold improvements                        3,781        1,957
                                                    --------     --------
                                                      64,802       63,015

       Less accumulated depreciation and
        amortization                                  40,778       34,547
                                                    --------     --------
                                                    $ 24,024     $ 28,468
                                                    ========     ========

       Accrued liabilities:
         Employee compensation and benefits         $  4,188        4,672
         Warranty                                      8,203        9,473
         Other accrued liabilities                     1,098        3,739
                                                    --------     --------
                                                    $ 13,489     $ 17,884
                                                    ========     ========
</TABLE>


3.     RECENT ACCOUNTING PRONOUNCEMENTS

       In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities.  SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and for hedging activities.  It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value.  The accounting for changes in the fair value of a
derivative depends on the intended use of the derivative and the resulting
designation.  Under SFAS No. 133, an entity that elects to apply hedge
accounting is required to establish at the inception of the hedge the method it
will use for assessing the effectiveness of the hedging derivative and the
measurement approach for determining the ineffective aspect of the hedge.
Those


                                      6

<PAGE>   7


                 SPECTRIAN CORPORATION AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)


methods must be consistent with the entity's approach to managing risk.  The
Company does not currently engage in hedging activities.  The Company will
adopt SFAS No. 133 in its fiscal year 2001.


4.     SHORT-TERM INVESTMENTS

       The Company considers all liquid investments with an original maturity
of three months or less to be cash equivalents.  The cash equivalents consisted
of commercial paper and U.S. government securities as of September 26, 1999.

       The Company has classified its investments in certain debt securities as
"available-for-sale," and records such investments at fair market value, with
unrealized gains and losses reported as a separate component of stockholders'
equity.  Realized gains and losses are determined using the specific
identification method.  Interest income is recorded using an effective interest
rate, with the associated premium or discount amortized to interest income.

       As of September 26, 1999 and March 31, 1999, short-term investments
classified as available-for-sale securities were as follows (in thousands):


<TABLE>
<CAPTION>

                                          Amortized   Unrealized   Fair
                                             Cost     Gain (Loss)  Value
                                           --------   --------   --------
  <S>                                     <C>        <C>        <C>
   As of September 26, 1999

   Government bonds & notes                $ 10,069   $    (33)  $ 10,036
   Corporate bonds & notes                   41,580       (297)    41,283
                                           --------   --------   --------

                                             51,649       (330)    51,319
   Less amounts classified as cash
    equivalents                              15,384         (1)    15,383
                                           --------   --------   --------

                                           $ 36,265   $   (329)  $ 35,936
                                           ========   ========   ========

     Contractual maturity dates,
      1 to 5 years                                               $ 35,936
                                                                 ========
</TABLE>


<TABLE>
                                          Amortized  Unrealized   Fair
                                             Cost    Gain (Loss)  Value
                                           --------   --------   --------
   <S>                                   <C>        <C>        <C>

   As of March 31, 1999

   Government bonds & notes                $  8,973   $     81   $  9,054
   Corporate bonds & notes                   48,936         56     48,992
                                           --------   --------   --------

                                             57,909        137     58,046
   Less amounts classified as cash
    equivalents                              21,629          -     21,629
                                           --------   --------   --------

                                           $ 36,280   $    137   $ 36,417
                                           ========   ========   ========

     Contractual maturity dates,
      1 to 5 years                                               $ 36,417
                                                                 ========
</TABLE>


5.     PER SHARE COMPUTATION

       Basic net income per share is computed by dividing net income (loss)
available to common stockholders by the weighted-average number of common
shares outstanding for the period.  Diluted net income per share is computed
using the weighted average number of common and potentially dilutive common
shares outstanding during the period



                                      7
<PAGE>   8


                 SPECTRIAN CORPORATION AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)


using the treasury stock method.  Potentially dilutive common shares include
the effect of stock options.  For the three months ended September 26, 1999,
potentially dilutive common shares of 382,936 were included for the calculation
of diluted net income per share. For the six months ended September 26, 1999,
potentially dilutive common shares of 230,861 were not included for the
calculation of diluted net loss per share as they were considered antidilutive.
For the three and six months ended September 27, 1998, potentially dilutive
common shares of 210,730 and 263,399, respectively, were not included for the
calculation of diluted net loss per share as they were considered antidilutive.


6.     SEGMENT INFORMATION

       Under the management approach, the Company has broken down its business
into two operating segments based upon product type: Amplifier Products and
Semiconductor Products.  The Semiconductor Products operation derives virtually
all of its revenues from sales to the Amplifier operation.  The Company
allocates operating expenses to these segments but does not allocate interest
income and expense.  Corporate expenses are allocated to the operating segments
based on predetermined annual allocation methods.  An intersegment elimination
is made in the consolidation of the two product segments in the Company's
financial statements.  Inventories and property and equipment are reported upon
by operation.  No other assets and liabilities are reported separately.

       The Company operated and reported its financial information as one
vertical integrated unit in the fiscal year ending March 31, 1999.  The Company
began reporting its operations by segment as of the fiscal period beginning
April 1, 1999.  Given this, it is not practicable to report comparative
information for the prior periods as it is unavailable.



<TABLE>
<CAPTION>
                                  Three Months Ended September 26, 1999
                               -------------------------------------------
       (In thousands)
                               Amplifier  Semiconductor  Other*    Total
                                --------    --------   --------   --------
<S>                            <C>         <C>        <C>        <C>
Revenues, external              $ 42,779    $     55   $   133    $ 42,967
Revenues, intersegment                 -       6,802    (6,802)          -
Amortization and depreciation      1,406         656     1,353       3,415
Income (loss) before income
 taxes                              (864)        569     1,141         846
Inventories                       17,908       6,367         -      24,275
Property and equipment, net        6,418       4,505    13,101      24,024

</TABLE>


<TABLE>
<CAPTION>
                                   Six Months Ended September 26, 1999
                               -------------------------------------------
       (In thousands)
                               Amplifier  Semiconductor  Other*    Total
                                --------    --------   --------   --------
<S>                            <C>         <C>        <C>        <C>
Revenues, external              $ 74,116    $     68   $    267   $ 74,451
Revenues, intersegment                 -      10,890    (10,890)         -
Amortization and depreciation      2,778       1,284      2,726      6,788
Income (loss) before income
 taxes                            (4,898)        297      2,825     (1,776)
Inventories                       17,908       6,367          -     24,275
Property and equipment, net        6,418       4,505     13,101     24,024
</TABLE>

                                      8
<PAGE>   9


                 SPECTRIAN CORPORATION AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              (Unaudited)


*Data in the "Other" column includes corporate elimination of intersegment
revenue, expenses, pre-tax income and assets that were not allocated to the
operating segments.


<TABLE>
<CAPTION>
                                   Three Months Ended September 27, 1998
                                   -------------------------------------

        (In thousands)
                                                                  Total
                                                                ---------
<S>                                                            <C>
Revenues                                                        $ 26,869
Amortization and depreciation                                      3,477
Loss before income taxes                                          (3,198)
Inventories                                                       20,826
Property and equipment, net                                       28,468
</TABLE>


<TABLE>
<CAPTION>
                                    Six Months Ended September 27, 1998
                                   -------------------------------------

        (In thousands)
                                                                  Total
                                                                ---------
<S>                                                            <C>
Revenues                                                        $ 57,653
Amortization and depreciation                                      6,323
Loss before income taxes                                          (8,438)
Inventories                                                       20,826
Property and equipment, net                                       28,468

</TABLE>


     Revenue from unaffiliated customers by geographic region were as follows:

<TABLE>
<CAPTION>

                      Three Months Ended             Six Months Ended
                 ----------------------------  ----------------------------
                 September 26,  September 27,  September 26,  September 27,
                     1999           1998           1999           1998
                   --------       --------       --------       --------
<S>                  <C>            <C>            <C>            <C>
Canada                51%            60%            53%            56%
Europe                28%            14%            26%            16%
Korea                 16%            13%            15%            10%
United States          5%            13%             6%            18%

</TABLE>

                                   9

<PAGE>   10


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


       Certain statements in this "Management's Discussion and Analysis of
Financial Condition and Results of Operations" are forward looking statements.
These forward looking statements include, but are not limited to:  the
statements in the second paragraph of "Overview" regarding outsourcing and in
the fourth paragraph regarding the impact on the Company of a loss of a major
OEM customer and the impact of currency fluctuations on future revenues; the
statements under "Revenues" regarding  future revenue growth; the statements in
the last paragraph under "Liquidity and Capital Resources" concerning renewal
of the revolving line of credit and statements regarding the anticipated
spending for capital additions for the remainder of fiscal 2000 and the
sufficiency of the Company's available resources to meet working capital and
capital expenditure requirements; and the statements in "Factors Affecting
Future Operating Results."  The forward looking statements contained herein are
based on current expectations and entail various risks and uncertainties that
could cause actual results to differ materially from those expressed in such
forward looking statements.


Overview

       The Company designs, manufactures and markets highly linear single
carrier and multi-carrier power amplifiers that support a broad range of
worldwide analog and digital wireless transmissions standards, including AMPS,
TDMA, CDMA, TACS and GSM. The Company, founded in 1984 to perform design and
engineering services, first entered the commercial amplifier market in 1988 and
shipped its first cellular power amplifiers in 1990. The Company's revenues are
now derived primarily from sales to a limited number of OEMs in the wireless
infrastructure equipment market, in particular Nortel Networks ("Nortel"). In
the fiscal year ending March 31, 1999 ("Fiscal 1999"), the fourth quarter of
fiscal 1998 and the first quarter of fiscal 1997, product orders fell sharply
resulting in substantial losses in those fiscal periods. There can be no
assurance that the Company will not experience such fluctuation in the future.

       During fiscal 1999, the Company transitioned the assembly of its higher
volume amplifier products to a contract manufacturer on a turn-key basis but
continues to operate the related service operations in Sunnyvale, California.
The Company continues to manufacture certain of its low-volume products as well
as its four-inch semiconductor wafer fabrication facility and semiconductor
assembly and test operation at its manufacturing facilities located in
Sunnyvale, California. The Company began utilizing a contract manufacturer to
decrease the Company's manufacturing overhead and costs of its products,
increase flexibility to respond to fluctuations in product demand and to
leverage the strengths of the contract manufacturer's focus on high volume,
high quality manufacturing.  The transitioning costs of manufacturing
activities to the contract manufacturer in fiscal 1999 were higher than the
savings from costs of products, which adversely affected the Company's gross
margin for fiscal 1999.  The Company does not expect that it will achieve
significant cost savings, if any, from outsourcing certain of its manufacturing
activities until late in fiscal 2000. As a result of its wafer fabrication
facility and other manufacturing infrastructure, the Company has a high level
of fixed costs and is dependent upon substantial revenue to maintain
profitability.

       The development and pilot production of the Company's latest cellular
multi-carrier product platform was completed in fiscal 1999.  This product
family moved into full production during the quarter ended September 26, 1999.

       For the six months ended September 26, 1999, Nortel accounted for
approximately 80% of revenues. During the six months ended September 27, 1998,
Nortel, QUALCOMM Incorporated ("QUALCOMM"), and LG Information and
Communications Limited ("LGIC") accounted for approximately 77%, 11% and 10% of
revenues, respectively. The Company's business, financial condition and results
of operations have been materially adversely affected in the past by
anticipated orders failing to materialize and by deferrals or cancellations of
orders as a result of changes in OEM requirements.  In September 1999, the
Company announced that it expected that it would not be developing new products
for Nortel but would continue to supply Nortel with existing products. If the
Company is unable to find other customers to generate demand for its new
products, the Company's revenues may be materially adversely affected.  If the
Company were to lose Nortel or any other major OEM customer, or if orders by
Nortel or any other major OEM customer were to otherwise materially decrease
either in unit quantity or in price, the Company's business, financial
condition and results of operations would be materially adversely affected.  In
addition, the financial market turmoil and an economic downturn in Korea may
have a material adverse effect on the


                                   10

<PAGE>   11


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

Company's sales of its products to LGIC, an OEM based in Korea, because a
majority of the Company's products ordered by LGIC to date relate to the build-
out of the Korean PCS system.  Furthermore, because the Company's products are
priced in U.S. dollars, the currency instability in the Korean and other Asian
financial markets may have the effect of making the Company's products more
expensive to LGIC than those of other manufacturers whose products are priced
in one of the affected Asian currencies, and, therefore, for this and other
reasons LGIC may reduce future purchases of the Company's products.

       The Company's semiconductor vertical integration strategy entails a
number of risks, including a high level of fixed and variable costs, the
management of complex processes, dependence on a single source of supply and a
strict regulatory environment.  During periods of low demand, high fixed wafer
fabrication costs are likely to have a material adverse effect on the Company's
operations.  In addition, the Company's strategy of frequently introducing and
rapidly expanding the manufacture of new products to meet evolving OEM customer
and wireless service provider needs has caused the Company to experience high
materials and manufacturing costs, including high scrap and material waste,
significant material obsolescence, labor inefficiencies, high overtime hours,
inefficient material procurement and an inability to realize economies of
scale.

       The market for the Company's products is becoming increasingly
competitive. The Company began selling its power amplifier products in South
Korea, as well as directly to cellular service providers where its competitors
are already established as suppliers.  In addition, the Company competes with
at least one amplifier manufacturer for business from Nortel.  This competition
has resulted in, and will continue to result in reduced average selling prices
for the Company's products, which accordingly will negatively impact gross
margins.

Results of Operations

       The following table sets forth for the periods indicated certain
statement of operations data of the Company expressed as a percentage of total
revenues and gross margin on sales.

<TABLE>
<CAPTION>
                            Three months ended          Six months ended
                       ---------------------------  ---------------------------
                      September, 26  September, 27  September, 26 September, 27
                           1999           1998           1999         1998
                         --------      --------        --------     --------
<S>                      <C>            <C>             <C>         <C>
REVENUES                  100.0%         100.0%          100.0%       100.0%
                         ------         ------          ------       ------
COSTS AND EXPENSES:
  Cost of sales            76.0           76.8            78.7         83.9
  Research and
    development            12.9           24.4            14.0         21.7
  Selling, general and
   administrative          10.6           15.4            11.8         13.2
                         ------         ------          ------       ------
     Total costs and
       expenses            99.5          116.6           104.5        118.8
                         ------         ------          ------       ------

OPERATING INCOME (LOSS)     0.5          (16.6)           (4.5)        18.8

INTEREST INCOME             1.7            5.2             2.5          4.8
INTEREST EXPENSE           (0.3)          (0.5)           (0.4)        (0.6)
                         ------         ------          ------       ------

INCOME (LOSS) BEFORE
 INCOME TAXES               1.9          (11.9)           (2.4)       (14.6)

INCOME TAXES                0.1              -             0.1            -
                         ------         ------          ------       ------

NET INCOME (LOSS)           1.8%         (11.9)%          (2.5)%      (14.6)%
                         ======         ======          ======       ======

GROSS MARGIN ON SALES      24.0%          23.2%           21.3%        16.1%
                         ======         ======          ======       ======
</TABLE>


     Revenues.  The Company's revenues increased 60% to $43.0 million for the
three months ended September 26, 1999 from $26.9 million for the three months
ended September 27, 1998. The Company's revenues increased 29% to $74.5 million
for the six months ended September 1999 from $57.7 million for the six months
ended


                                   11

<PAGE>   12


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


September 27, 1998. The growth in revenue on a quarterly and year-to-date basis
was primarily due to higher demand in the single carrier power amplifier
("SCPA") product line. In addition, the new multi-channel power amplifier
("MCPA") product line began volume shipments in the three months ended
September 26, 1999.

       Cost of Sales. Cost of sales consists primarily of turnkey amplifier
costs for the Company's higher volume products, internal amplifier assembly and
test costs for its lower volume products and new products, raw materials, RF
semiconductor fabrication costs, semiconductor assembly and test costs,
manufacturing overhead and warranty costs.  The Company's cost of sales
increased by 58% to $32.7 million for the three months ended September 26, 1999
from $20.6 million for the three months ended September 27, 1998. The Company's
cost of sales increased by 21% to $58.6 million for the six months ended
September 26, 1999 from $48.4 million for the six months ended September 27,
1998. The increases on a dollar basis for the three and six months ended
September 26, 1999 were due to higher production volumes associated with the
increased revenues.

       Gross margin on sales was 24% for the three months ended September 26,
1999 as compared to 23% for the three months ended September 27, 1998. Gross
margin on sales was 21% for the six months ended September 26, 1999 as compared
to 16% for the six months ended September 27, 1998. The increase in gross
margin reflects lower manufacturing costs per unit driven by the higher
production volumes and product cost reduction initiatives as well as overall
reductions in operations spending associated with the increased use of contract
manufacturing. However, these cost improvements were partially offset by
declining average sales prices.

       Research and Development.  Research and development ("R&D") expenses
include the cost of designing, developing or reducing the manufacturing cost of
amplifiers and RF semiconductors. The Company's R&D expenses decreased by 16%
to $5.5 million in the three months ended September 26, 1999 from $6.5 million
in the three months ended September 27, 1998. The Company's R&D expenses
decreased by 17% to $10.4 million for the six months ended September 26, 1999
from $12.5 million in the six months ended September 27, 1998. As a percentage
of revenues, R&D expenses represented 13% of revenues for the three months
ended September 26, 1999 as compared to 24% of revenues for the three months
ended September 27, 1998. As a percentage of revenues, R&D expenses represented
14% of revenues for the six months ended September 26, 1999 as compared to 22%
of revenues for the six months ended September 27, 1998. The decrease in R&D
expenses on both a dollar and percentage of revenues basis reflects
substantially higher revenue levels on a quarter and year-to-date basis
combined with reduced expensed materials costs due to the completion of and
volume shipments of the new MCPA products in fiscal 2000.

       Selling, General and Administrative.  Selling, general and
administrative ("SG&A") expenses include compensation and benefits for sales,
marketing, senior management and administrative personnel, commissions paid to
independent sales representatives, professional fees and other expenses.

       The Company's SG&A expenses increased by 9% to $4.5 million in the three
months ended September 26, 1999 from $4.2 million in the three months ended
September 27, 1998. The Company's SG&A expenses increased by 16% to $8.8
million for the six months ended September 26, 1999 from $7.6 million in the
six months ended September 27, 1998. As a percentage of revenues, SG&A expenses
represented 11% of revenues for the three months ended September 26, 1999 as
compared to 15% of revenues for the three months ended September 27, 1998. As a
percentage of revenues, SG&A expenses represented 12% of revenues for the six
months ended September 26, 1999 as compared to 13% of revenues for the six
months ended September 27, 1998. The increase in SG&A expenses on a dollar
basis for both the quarter and year-to-date are principally due to added
maintenance and support for the new enterprise resource planning ("ERP")
system.

       Interest Income.  Interest income for the three months ended September
26, 1999 decreased to $728,000 from $1.4 million for the three months ended
September 27, 1998. Interest income for the six months ended September 26, 1999
decreased to $1.9 million from $2.8 million for the six months ended September
27, 1998. The decrease in interest income for the three and six months ended
September 26, 1999 resulted from substantially lower interest-bearing
investment balances associated with the reduced cash and cash equivalent
balances.

       Interest Expense. Interest expense, for the three months ended September
26, 1999 increased to $143,000 from $138,000 for the three months ended
September 27, 1998. Interest expense for the six months ended September 26,
1999 decreased to $301,000 from $369,000 for the six months ended September 27,
1998. The increase


                                   12

<PAGE>   13


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


in interest expense for the three months ended September 26, 1999 resulted from
substantially increased interest-bearing borrowings. The decrease in interest
expense for the six months ended September 26, 1999 resulted from substantially
decreased average borrowings levels.


       Income Taxes.  Due to the losses incurred by the Company prior to the
three months ended September 26, 1999 and the related net operating loss
carryforwards available to the Company, the Company did not record an income
tax expense except the minimum state income tax expense for the three and six
months ended September 26, 1999.

Liquidity and Capital Resources

       The Company has financed its growth through sales of common stock,
private sales of equity securities, capital equipment leases, bank lines of
credit and cash flows from operations. Principal sources of liquidity at
September 26, 1999 consisted of cash and short-term investments of $49.7
million and bank borrowing arrangements. The Company has a revolving line of
credit of $10.0 million with a bank secured by the majority of the Company's
assets.  Under the terms of the master agreement governing this credit
instrument, the Company is required to maintain certain minimum working
capital, net worth, profitability and other specific financial ratios. In
January 1997, the Company borrowed $6.0 million under a term loan secured by
certain capital equipment. The loan, which expires in January 2002, requires
the payment of monthly principal plus interest and is subject to certain
minimum working capital, net worth and other specific financial ratios. The
Company was in compliance with these covenants as of September 26, 1999. In
March 1997, the Company also secured a $3.2 million real estate loan, which
matures in April 2007, for the purchase of a light industrial building.

       The Company's working capital increased by $4.0 million to $76.4 million
as of September 26, 1999 from $72.4 million as of March 31, 1999. The increase
was primarily attributable to a $11.8 million increase in accounts receivable
and a $3.4 million increase in inventories which were partially offset by a
$13.0 million decrease in cash, cash equivalents and short-term investments and
a $4.4 million decrease in accrued liabilities. The Company's short-term
investments were principally invested in investment grade, interest-bearing
securities.

       Cash used by operations was $11.5 million for the six months ended
September 26, 1999 compared to cash used by operations for the six months ended
September 27, 1998 of $8.8 million.  The increase in cash used by operations
for the six months ended September 26, 1999 was principally the result of an
$11.8 million increase in accounts receivable which increased proportionately
with revenue growth combined with reductions in accrued liabilities which were
partially offset by a substantial decrease in net losses.

       The Company's investing activities during the six months ended September
26, 1999 used cash of approximately $2.4 million as compared to providing  $6.8
million of cash during the comparable period in the prior year. Cash used for
investing activities during the six months ended September 26, 1999 resulted
primarily from $2.5 million additions to property and equipment.  Capital
additions for the six months ended September 26, 1999 included manufacturing
test and production equipment required to support new products and test
equipment to support various research and development projects as well as the
ERP system.

       The Company's financing activities during the six months ended September
26, 1999 provided cash of approximately $1.4 million as compared to cash used
of $7.8 million during the comparable period in the prior year. Cash provided
by financing activities during the six months ended September 26, 1999 was the
result of $1.9 million in proceeds from the issuance of common stock, through
the exercise of employee stock options and employee stock purchase plan
activity, which was partially offset by $557,000 repayments of debt and capital
lease obligations.

       The Company anticipates spending approximately $10.0 million over the
next twelve months for capital additions primarily to support manufacturing
test requirements, development projects and facilities expansion.  Based on the
Company's current working capital position, the cash flows the Company expects
to generate from the remainder of fiscal 2000 operations and the available line
of credit the Company expects to renew, the Company believes that sufficient
resources will be available to meet the Company's cash requirements for at
least the next twelve


                                   13

<PAGE>   14


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


months.  Cash requirements for future periods will depend on the Company's
profitability, timing and level of capital expenditures, working capital
requirements and rate of growth.


Factors Affecting Future Operating Results

     Customer Concentration; Dependence on Nortel.  The wireless infrastructure
     --------------------------------------------
equipment market is dominated by a small number of large original equipment
manufacturers ("OEMs"), including Ericsson, Lucent, Motorola, Nortel and
Siemens AG. The Company's revenues are derived primarily from sales to a
limited number of these OEMs, in particular, Nortel. For the six months ended
September 26, 1999, Nortel accounted for approximately 80% of revenues. During
the six months ended September 27, 1998, Nortel, QUALCOMM Incorporated
("QUALCOMM"), and LG Information and Communications Limited ("LGIC") accounted
for approximately 77%, 11%, and 10% of revenues, respectively.  Furthermore, a
substantial portion of revenues from Nortel in fiscal 1999, fiscal 1998 and
fiscal 1997 resulted from sales of a limited number of the Company's products.
The Company's business, financial condition and results of operations have been
materially adversely affected in the past by anticipated orders failing to
materialize and by deferrals or cancellations of orders as a result of changes
in OEM requirements.  The Company and Nortel have an agreement, renegotiated
annually, pursuant to which Nortel commits to purchase a certain volume of its
annual power amplifier requirements for specified prices from the Company.  In
September 1999, the Company announced that it expected that it would not be
developing products for Nortel but that it will continue to supply Nortel with
existing products.  There can be no assurance that Nortel will purchase
existing products from the Company in the future or otherwise agree to purchase
the same or similar levels of its power amplifier requirements from the Company
or purchase its power amplifier requirements at the same or similar pricing.
Any reduction in the level of purchases of the Company's amplifiers by Nortel,
or any material reduction in pricing without significant offsets, would have a
material adverse effect on the Company's business, financial condition and
results of operations. If the Company's current or new customers do not
generate sufficient demand for the Company's new products replacing prior
demand from Nortel, the Company's business financial condition and results of
operations could be materially adversely affected.   Further, if the Company
were to lose Nortel or any other major OEM customer, or if orders by Nortel or
any other major OEM customer were to otherwise materially decrease, the
Company's business, financial condition and results of operations would be
materially adversely affected.  In addition, the financial market turmoil and
economic downturn in Korea may have a material adverse effect on the Company's
sales of its products to Korean customers because a majority of the Company's
products ordered by the Korean OEMs and network operators to date relate to the
build-out of the Korean wireless networks. In addition, because the Company's
products are priced in U.S. dollars, the currency instability in the Korean and
other Asian financial markets may have the effect of making the Company's
products more expensive to the Korean OEMs than those of other manufacturers
whose products are priced in one of the affected Asian currencies, and,
therefore, the Korean OEMs may reduce future purchases of the Company's
products. In addition, wireless infrastructure equipment OEMs have come under
increasing price pressure from wireless service providers, which in turn has
resulted in downward pricing pressure on the Company's products.  The Company
expects to incur increasing pricing pressures from Nortel and other major OEM
customers in future periods, which could result in declining average sales
prices for the Company's products.


       Fluctuations in Operating Results.  The Company's quarterly and annual
       ---------------------------------
results have in the past been, and will continue to be, subject to significant
fluctuations due to a number of factors, any of which could have a material

                                      14

<PAGE>   15


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


adverse effect on the Company's business, financial condition and results of
operations.  In particular, the Company's results of operations are likely to
vary due to the timing, cancellation, delay or rescheduling of OEM customer
orders and shipments; the timing of announcements or introductions of new
products by the Company, its competitors or their respective OEM customers; the
acceptance of such products by wireless equipment OEMs and their customers;
relative variations in manufacturing efficiencies, yields and costs;
competitive factors such as the pricing, availability, and demand for competing
amplification products; changes in average sales prices and product mix;
variations in operating expenses; changes in manufacturing capacity and
variations in the utilization of this capacity; shortages of key supplies; the
long sales cycles associated with the Company's customer specific products; the
timing and level of product and process development costs; changes in inventory
levels; and, most recently, the relative strength or weakness of international
financial markets.  Anticipated orders from the Company's OEM customers have in
the past failed to materialize and delivery schedules have been deferred or
canceled as a result of changes in OEM customer requirements and the Company
expects this pattern to continue as customer requirements continue to change
and industry standards continue to evolve.  Reduced demand for wireless
infrastructure equipment in fiscal 1999 and the latter part of fiscal 1998,
caused significant fluctuations in the Company's product sales during that
period of time as a result of softening demand in the TDMA, GSM and CDMA PCS
markets.  There can be no assurance that the Company will not experience such
fluctuations in the future, and, in fact, the Company experienced a significant
reduction in product revenue in fiscal 1999.  The Company does not believe that
it will have the revenue levels and growth it experienced in fiscal 1998 during
fiscal 2000, if at all.  The Company establishes its expenditure levels for
product development and other operating expenses based on its expected
revenues, and expenses are relatively fixed in the short term.  As a result,
variations in timing of revenues can cause significant variations in quarterly
results of operations.  There can be no assurance that the Company will be
profitable on a quarter to quarter basis in the future.  The Company believes
that period to period comparisons of its financial results are not necessarily
meaningful and should not be relied upon as an indication of future
performance.  Due to all the foregoing factors, it is likely that in some
future quarter or quarters the Company's revenues or operating results will not
meet the expectations of public stock market analysts or investors.  In such
event, the market price of the Company's Common Stock would be materially
adversely affected.

       Internal Amplifier Design and Production Capabilities of OEMs.  The
       -------------------------------------------------------------
Company believes that a majority of the present worldwide production of power
amplifiers is captive within the manufacturing operations of wireless equipment
OEMs, many of which have chosen not to purchase amplifiers from outside
suppliers.  The Company also believes that those OEMs that purchase from third
party amplifier vendors are reluctant to switch once committed to a particular
merchant vendor.  Consequently, the Company has only limited opportunities to
increase revenues by replacing internal OEM amplifier production or displacing
other merchant amplifier suppliers.  Moreover, given the limited opportunities
for merchant RF amplifier suppliers, any decision by an OEM to employ a second
source merchant supplier for a product currently purchased from a merchant
supplier may reduce the existing merchant supplier's ability to maintain a
given level of product sales to such OEM or, possibly, to retain the OEM as a
customer due to price competition from the second source merchant supplier.
There can be no assurance that the Company's major OEM customers will continue
to rely, or increase their reliance, on the Company as an external source of
supply for their power amplifiers, or that other wireless equipment OEMs will
become customers of the Company.  If the major wireless infrastructure
equipment suppliers do not purchase or continue to purchase their power
amplifiers from merchant suppliers, the Company's business, results of
operations and financial condition will be materially adversely affected.  For
example, the Company's failure to obtain orders for its new products from
customers other than Nortel of the level previously ordered by Nortel or if
Nortel fails to purchase similar levels of existing products, those events
could have a material adverse effect on the Company.

       Rapid Technological Change; Evolving Industry Standards; Dependence on
       ----------------------------------------------------------------------
New Products.  The markets in which the Company and its OEM customers compete
------------
are characterized by rapidly changing technology, evolving industry standards
and continuous improvements in products and services.  In particular, because
the Company's strategy of rapidly bringing to market products customized for
numerous and evolving RF modulation standards requires developing and achieving
volume production of a large number of distinct products, the Company's ability
to rapidly design and produce individual products for which there is
significant OEM customer demand will be a critical determinant of the Company's
future success.  For example, continued softening of demand in the TDMA, GSM or
PCS markets or failure of another modulation standard in which the Company has
invested substantial development resources may have a material adverse effect
on the Company's business, financial condition and results of operations.  No
assurance can be given that the Company's product development efforts will be
successful, that its new products will meet customer requirements and be
accepted or that its OEM customers' product offerings will achieve customer
acceptance.  If a significant number of development projects, including the
Company's new multicarrier products, do not result in substantial volume
production or if technologies or standards supported by the Company's or its
customers' products become obsolete or fail to gain widespread commercial
acceptance, the Company's business may be materially adversely affected.


                                   15

<PAGE>   16


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


       Risks Associated with Internal Wafer and Device Fabrication.  The
       -----------------------------------------------------------
Company's operation of its wafer and device fabrication facilities entails a
number of risks, including a high level of fixed and variable costs, the
management of complex processes, dependence on a single source of supply and a
strict regulatory environment. During periods of low demand, high fixed wafer
fabrication costs are likely to have a material adverse effect on the Company's
business, financial condition and results of operations.  The design and
fabrication of RF semiconductors is a complex and precise process.  Such
manufacturing is sensitive to a wide variety of factors, including variations
and impurities in the raw materials, quality control of the packages,
difficulties in the fabrication process, performance of the manufacturing
equipment, defects in the masks used to print circuits on a wafer and the level
of contaminants in the manufacturing environment.  As a result of these and
other factors, semiconductor manufacturing yields from time to time in the past
have suffered, and there can be no assurance that the Company will be able to
achieve acceptable production yields in the future.  In addition, the Company's
wafer and device fabrication facility represents a single point of failure in
its manufacturing process that would be costly and time consuming to replace if
its operation were interrupted.  The interruption of wafer fabrication
operations or the loss of employees dedicated to the wafer and device
fabrication facilities could have a material adverse effect on the Company's
business, financial condition and results of operations.  Any failure to
maintain acceptable wafer and device production levels, will have a material
adverse effect on the Company's business, financial condition and results of
operations.

       Product Quality, Performance and Reliability.  The Company expects that
       --------------------------------------------
its customers will continue to establish demanding specifications for quality,
performance and reliability that must be met by the Company's products.  RF
semiconductors as complex as those offered by the Company often encounter
development delays and may contain undetected defects or failures when first
introduced or after commencement of commercial shipments.  The Company has from
time to time in the past experienced product quality, performance or
reliability problems.  In addition, multicarrier power amplifiers have a higher
probability of malfunction than single carrier power amplifiers because of
their greater complexity.  There can be no assurance that defects or failures
will not occur in the future relating to the Company's product quality,
performance and reliability that may have a material adverse effect on the
Company's business, financial condition and results of operations.

       Sole or Limited Sources of Materials and Services.  The Company
       -------------------------------------------------
currently procures from single sources certain components and services for its
products including turnkey amplifier assemblies, subassemblies, cast housings,
printed circuit boards and specialized RF components.  The Company purchases
these products, components and services on a purchase order basis, does not
carry significant inventories of these components and does not have any long-
term supply contracts with its sole source vendors.  Furthermore, the Company
began outsourcing assembly of some of its higher volume power amplifiers to a
contract manufacturer during the third quarter of fiscal 1999.  The Company
issues non-cancelable purchase orders to the contract manufacturer 60 days in
advance for requested deliverable.  The Company's reliance on sole sources for
certain components and its migration to an outsourced, turnkey manufacturing
strategy entail certain risks including reduced control over the price, timely
delivery, reliability and quality of the components.  If the Company were to
change any of its sole source vendors or contract manufacturers, the Company
would be required to requalify the components with each new vendor or contract
manufacturer, respectively.  Any inability of the Company to obtain timely
deliveries of components or assembled amplifiers of acceptable quality in
required quantities or a significant increase in the prices of components for
which the Company does not have alternative sources could materially and
adversely affect the Company's business, financial condition and results of
operations.  The Company has occasionally experienced difficulties in obtaining
some components, and no assurance can be given that shortages will not occur in
the future.

       Declining Average Sales Prices.  The Company has experienced, and
       ------------------------------
expects to continue to experience, declining average sales prices for its
products.  Wireless infrastructure equipment manufacturers have come under
increasing price pressure from wireless service providers, which in turn has
resulted in downward pricing pressure on the Company's products.  In addition,
competition among merchant suppliers has increased the downward pricing
pressure on the Company's products.  Since wireless infrastructure equipment
manufacturers frequently negotiate supply arrangements far in advance of
delivery dates, the Company often must commit to price reductions for its
products before it is aware of how, or if, cost reductions can be obtained.  To
offset declining average sales prices, the Company believes that it must
achieve manufacturing cost reductions.  If the Company is unable to


                                   16

<PAGE>   17


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


achieve such cost reductions, the Company's gross margins will decline, and
such decline will have a material adverse effect on the Company's business,
financial condition and results of operations.

       Risks of International Sales.  Sales outside of the United States were
       ----------------------------
95%, 94% and 84% for the three months ended September 26, 1999, the six months
ended September 26, 1999 and fiscal 1999, respectively.  Sales outside of the
United States were 87%, 82% and 95% for the three months ended September 27,
1998, the six months ended September 27, 1998 and fiscal 1998, respectively.
The Company expects that international sales will continue to account for a
significant percentage of the Company's total revenues for the foreseeable
future.  These sales involve a number of inherent risks, including imposition
of government controls, currency exchange fluctuations, potential insolvency of
international distributors and representatives or customers, reduced protection
for intellectual property rights in some countries, the impact of recessionary
environments in economies outside the United States, political instability and
generally longer receivables collection periods, as well as tariffs and other
trade barriers.  In addition, because substantially all of the Company's
foreign sales are denominated in U.S. dollars, increases in the value of the
dollar relative to the local currency would increase the price of the Company's
products in foreign markets and make the Company's products relatively more
expensive and less price competitive than competitors' products that are priced
in local currencies.  There can be no assurance that these factors will not
have a material adverse effect on the Company's future international sales and,
consequently, on the Company's business, financial condition and results of
operations.  The Company anticipates that the current turmoil in Asian
financial markets and the deterioration of the underlying economic conditions
in certain Asian countries may have an impact on its sales to customers located
in or whose projects are based in those countries due to the impact of currency
fluctuations on the relative price of the Company's products and restrictions
on government spending imposed by the International Monetary Fund (the "IMF")
on those countries receiving the IMF's assistance.  In addition, customers in
those countries may face reduced access to working capital to fund component
purchases, such as the Company's products, due to higher interest rates,
reduced bank lending due to contractions in the money supply or the
deterioration in the customer's or its bank's financial condition or the
inability to access local equity financing.  A substantial majority of the
Company's products are sold to OEMs who incorporate the Company's products into
systems sold and installed to end-user customers.  These OEMs are not required
by contract and do not typically provide the Company with information regarding
the location and identity of their end-user customers, and, therefore, the
Company is not able to determine what portion of its product sales have been or
future orders will be incorporated into OEM sales to end-users in those Asian
countries currently experiencing financial market turmoil and/or deterioration
of economic conditions. Furthermore, a large portion of the Company's existing
customers and potential new customers are servicing new markets in developing
countries that the Company's customers expect will deploy wireless
communication networks as an alternative to the construction of a wireline
infrastructure.  If such countries decline to construct wireless communication
systems, or construction of such systems is delayed for any reason, including
business and economic conditions and changes in economic stability due to
factors such as increased inflation and political turmoil, such delays could
have a material adverse effect on the Company's business, financial condition
and results of operations.

       Reliance upon Growth of Wireless Services.  Sales of power amplifiers to
       -----------------------------------------
wireless infrastructure equipment suppliers have in the past accounted, and are
expected in the future to account, for substantially all of the Company's
product sales.  Demand for wireless infrastructure equipment is driven by
demand for wireless service.  Although demand for power amplifiers has grown in
recent years, if demand for wireless services fails to increase or increases
more slowly than the Company or its OEM customers currently anticipate, the
Company's business, financial condition and results of operations would be
materially and adversely affected.

       Market for the Company's Products Is Highly Competitive.  The wireless
       -------------------------------------------------------
communications equipment industry is extremely competitive and is characterized
by rapid technological change, new product development and product
obsolescence, evolving industry standards and significant price erosion over
the life of a product. The ability of the Company to compete successfully and
sustain profitability depends in part upon the rates at which wireless
equipment OEMs incorporate the Company's products into their systems and the
Company captures market share from other merchant suppliers.  The Company's
major OEM customers, including Nortel, LGIC and QUALCOMM, continuously evaluate
whether to manufacture their own amplification products or purchase them from
outside sources.  There can be no assurance that these OEM customers will
incorporate the Company's products into their systems or that in general they
will continue to rely, or expand their reliance, on external sources of supply
for their

                                   17
<PAGE>   18


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


power amplifiers.  These customers and other large manufacturers of wireless
communications equipment could also elect to enter the merchant market and
compete directly with the Company, and at least one OEM, NEC, has already done
so.  Such increased competition could materially adversely affect the Company's
business, financial condition and results of operations.

       The Company's principal competitors in the market for wireless
amplification products provided by merchant suppliers currently include AML
Communications, Amplidyne, Microwave Power Devices, NEC and Powerwave
Technologies.  No assurance can be given that the Company's competitors will
not develop new technologies or enhancements to existing products or introduce
new products that will offer superior price or performance features compared to
the Company's products.

       Uncertain Protection of Intellectual Property.  The Company's ability to
       ---------------------------------------------
compete successfully and achieve future revenue growth will depend, in part, on
its ability to protect its proprietary technology and operate without
infringing the rights of others.  The Company has a policy of seeking patents
on inventions resulting from its ongoing research and development activities.
There can be no assurance that the Company's pending patent applications will
be allowed or that the issued or pending patents will not be challenged or
circumvented by competitors.  Notwithstanding the Company's active pursuit of
patent protection, the Company believes that the success of its business
depends more on the collective value of its patents, specifications, computer
aided design and modeling tools, technical processes and employee expertise.
The Company generally enters into confidentiality and nondisclosure agreements
with its employees, suppliers, OEM customers, and potential customers and
limits access to and distribution of its proprietary technology.  However,
there can be no assurance that such measures will provide adequate protection
for the Company's trade secrets or other proprietary information, or that the
Company's trade secrets or proprietary technology will not otherwise become
known or be independently developed by competitors.  The failure of the Company
to protect its proprietary technology could have a material adverse effect on
its business, financial condition and results of operations.

       Risk of Third Party Claims of Infringement.  The communications
       ------------------------------------------
equipment industry is characterized by vigorous protection and pursuit of
intellectual property rights or positions, which have resulted in significant
and often protracted and expensive litigation.  Although there is currently no
pending intellectual property litigation against the Company, the Company or
its suppliers may from time to time be notified of claims that the Company may
be infringing patents or other intellectual property rights owned by third
parties.  If it is necessary or desirable, the Company may seek licenses under
such patents or other intellectual property rights.  However, there can be no
assurance that licenses will be offered or that the terms of any offered
licenses will be acceptable to the Company. The failure to obtain a license
from a third party for technology used by the Company or otherwise secure
rights to use such technology could cause the Company to incur substantial
liabilities, to suspend the manufacture of products or expend significant
resources to develop noninfringing technology.  There can be no assurance that
the Company would be successful in such development or that such licenses would
be available on reasonable terms, if at all.  In the event that any third party
makes a successful claim against the Company or its customers and either a
license is not made available to the Company on commercially reasonable terms
or a "design around" is not practicable, the Company's business, financial
condition and results of operations would be materially adversely affected.
Furthermore, the Company may initiate claims or litigation against third
parties for infringement of the Company's proprietary rights or to establish
the validity of the Company's proprietary rights.  Litigation by or against the
Company could result in significant expense to the Company and divert the
efforts of the Company's technical and management personnel, whether or not
such litigation results in a favorable determination for the Company.  In the
event of an adverse result in any such litigation, the Company could be
required to pay substantial damages, indemnify its customers, cease the
manufacture, use and sale of infringing products, expend significant resources
to develop noninfringing technology, discontinue the use of certain processes
or obtain licenses to the infringing technology.

       Government Regulation of Communications Industry.  Radio frequency
       ------------------------------------------------
transmissions and emissions, and certain equipment used in connection therewith
are regulated in the United States, Canada and throughout the rest of the
world.  Regulatory approvals generally must be obtained by the Company in
connection with the manufacture


                                   18

<PAGE>   19


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


and sale of its products, and by wireless service providers to operate the
Company's products.  The United States Federal Communications Commission (the
"FCC") and regulatory authorities abroad constantly review RF emission issues
and promulgate standards based on such reviews.  If more stringent RF emission
regulations are adopted, the Company and its OEM customers may be required to
alter the manner in which radio signals are transmitted or otherwise alter the
equipment transmitting such signals, which could materially adversely affect
the Company's products and markets.  The enactment by federal, state, local or
international governments of new laws or regulations or a change in the
interpretation of existing regulations could also materially adversely affect
the market for the Company's products.  Although deregulation of international
communications industries along with radio frequency spectrum allocations made
by the FCC have increased the potential demand for the Company's products by
providing users of those products with opportunities to establish new wireless
personal communications services, there can be no assurance that the trend
toward deregulation and current regulatory developments favorable to the
promotion of new and expanded personal communications services will continue or
that other future regulatory changes will have a positive impact on the
Company.  The increasing demand for wireless communications has exerted
pressure on regulatory bodies worldwide to adopt new standards for such
products, generally following extensive investigation of and deliberation over
competing technologies.  The delays inherent in this governmental approval
process have in the past caused, and may in the future cause, the cancellation,
postponement or rescheduling of the installation of communications systems by
the Company's OEM customers.  These delays have had in the past, and in the
future may have, a material adverse effect on the sale of products by the
Company to such OEM customers.

       Environmental Regulations.  The Company is subject to a variety of
       -------------------------
local, state and federal governmental regulations relating to the storage,
discharge, handling, emission, generation, manufacture and disposal of toxic or
other hazardous substances used to manufacture the Company's products.  The
Company believes that it is currently in compliance in all material respects
with such regulations and that it has obtained all necessary environmental
permits to conduct its business.  Nevertheless, the failure to comply with
current or future regulations could result in the imposition of substantial
fines on the Company, suspension of production, alteration of its manufacturing
processes or cessation of operations.  Compliance with such regulations could
require the Company to acquire expensive remediation equipment or to incur
substantial expenses.  Any failure by the Company to control the use, disposal,
removal or storage of, or to adequately restrict the discharge of, or assist in
the cleanup of, hazardous or toxic substances, could subject the Company to
significant liabilities, including joint and several liabilities under certain
statutes.  The imposition of such liabilities could materially adversely affect
the Company's business, financial condition and results of operations.

       Management of Growth; Dependence on Key Personnel.  The Company's
       -------------------------------------------------
business has placed, and is expected to continue to place, a significant strain
on the Company's personnel, management and other resources. The Company's
ability to manage any future growth effectively will require it to attract,
train, motivate, manage and retain new employees successfully, to integrate new
employees into its overall operations and in particular its manufacturing
operations, to retain the continued service of its key technical, marketing and
management personnel, and to continue to improve its operational, financial and
management information systems.  Although the Company has employment contracts
with several of its executive officers, these agreements do not obligate such
individuals to remain in the employment of the Company.  The Company does not
maintain key person life insurance on any of its key technical personnel. The
competition for such personnel is intense.  The Company has experienced loss of
key employees and such losses could have a material adverse effect on the
Company.

                                      19

<PAGE>   20


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


       Volatility of Stock Price.  The market price of the shares of Common
       -------------------------
Stock has been and is likely to continue to be highly volatile, and is affected
significantly by factors such as fluctuations in the Company's operating
results, announcements of technological innovations, new customer contracts or
new products by the Company or its competitors, announcements by the Company's
customers regarding their business or prospects, changes in analysts'
expectations, governmental regulatory action, developments with respect to
patents or proprietary rights, general market conditions and other factors.  In
addition, the stock market has from time to time experienced significant price
and volume fluctuations that are unrelated to the operating performance of
particular companies.  The market price of the Company's Common Stock has
fluctuated significantly in the past. During fiscal 1998, the market price
fluctuated from a low of $10.75 to a high of $66.375.  During fiscal 1999, the
market price of the Company's Common Stock fluctuated from a low of $8.875 to a
high of $25.625.  On November 5, 1999, the last reported sale price of the
Common Stock as reported on the NASDAQ National Market was $34.625.

       Pending Litigation.  Since December 23, 1997, a number of complaints
       ------------------
have been filed against the Company and certain of its officers in the Federal
Court for the Northern District of California that allege violations of the
federal securities laws.  Similar complaints have been filed in California
State court that allege violations of California State securities laws and
California common law.  The complaints have been consolidated in the federal
and state courts, respectively.  The plaintiffs in both the federal and state
lawsuits purport to represent a class of persons who purchased the Company's
securities during the period of July 17, 1997 through October 23, 1997.  The
complaints allege that the Company and certain of its officers misled the
investing public regarding the financial prospects of the Company.  The Company
believes that the allegations are completely without merit and will vigorously
defend itself.  Certain provisions of the Company's Certificate of
Incorporation and indemnification agreements between the Company and its
officers require the Company to advance to such officers ongoing legal expenses
of defending the suits and may require the Company to indemnify them against
judgments rendered on certain claims.  The Company expects to incur significant
legal expenses on its behalf and on behalf of such officers in connection with
this litigation.  In addition, defending this litigation has resulted and will
likely continue to result in the diversion of management's attention from the
day to day operations of the Company's business.  Although the Company does not
believe that it or any of its officers has engaged in any wrongdoing, there can
be no assurance that this stockholder litigation will be resolved in the
Company's favor. An adverse result, settlement or prolonged litigation could
have a material adverse effect on the Company's business, financial condition
and results of operations.

       Shareholder Rights Plan; Issuance of Preferred Stock.  The Board of
       -----------------------------------------------------

Directors of the Company adopted a Shareholder Rights Plan in October 1996 (the
"Rights Plan").  Pursuant to the Rights Plan, the Board declared a dividend of
one Preferred Stock Purchase Right per share of Common Stock (the "Rights") and
each such Right has an exercise price of $126.00.  The Rights become
exercisable upon the occurrence of certain events, including the announcement
of a tender offer or exchange offer for the Company's Common Stock or the
acquisition of a specified percentage of the Company's Common Stock by a third
party.  The exercise of the Rights could have the effect of delaying, deferring
or preventing a change in control of the Company, including, without
limitation, discouraging a proxy contest or making more difficult the
acquisition of a substantial block of the Company's Common Stock.  These
provisions could also limit the price that investors might be willing to pay in
the future for shares of the Company's Common Stock.  The Board of Directors
has the authority to issue up to 5,000,000 shares of undesignated Preferred
Stock and to determine the powers, preferences and rights and the
qualifications, limitations or restrictions granted to or imposed upon any
wholly unissued shares of undesignated Preferred Stock and to fix the number of
shares constituting any series and the designation of such series, without any
further vote or action by the Company's stockholders.  For example, in
connection with the Company's Shareholder Rights Plan, the Board of Directors
designated 20,000 shares of Preferred Stock as Series A Participating Preferred
Stock although none of such shares have been issued.  The Preferred Stock could
be issued with voting, liquidation, dividend and other rights superior to those
of the holders of Common Stock. The issuance of Preferred Stock under certain
circumstances could have the effect of delaying, deferring or preventing a
change in control of the Company.

Year 2000 Readiness

       Many installed computer programs were written using a two-digit date
field rather than four digit fields to define the applicable year.  Such
computer programs utilizing a two digit date fields may recognize a date using


                                   20


<PAGE>   21


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


"00" as the year 1900 rather than the year 2000 (the "Year 2000 Issue").  The
Year 2000 Issue could potentially result in a system failure or in
miscalculations causing disruptions of operations, including among other
things, a temporary inability to process transactions, send invoices or engage
in other similar normal business activities.

       The Company has taken steps to address the Year 2000 Issue in the
following three areas:  1) the Company's internal systems, 2) the Company's
products and 3) the Company's suppliers.  All networks, desktops, application
servers and operating systems have been found compliant and/or remediation is
complete. With respect to business applications software, the Company installed
a new enterprise wide computer software system in July 1998 that has been
tested and is Year 2000 compliant.  The Company also initiated a project in
September 1998 to assess the extent of the Year 2000 Issue in the remaining
business systems and in the embedded systems used  in its product development
and manufacturing operations.  The remaining business systems have been
assessed and remediation is ninety-nine percent complete.  Until very recently
the Company's products did not contain embedded systems to which Year 2000
compliance would be necessary.  The Company's latest multicarrier product does
include date stamp functionality and has been determined to be Year 2000
compliant. All of the new products are being manufactured using only hardware,
software, or firmware that is currently Year 2000 compliant.  In addition,
certain of the materials and supplies critical to production and delivery of
the Company's products are furnished by a limited number of suppliers, and in
some cases a sole supplier.  Surveys have been sent to all suppliers.  Key
suppliers to the Company and its contract manufacturer, GSS/Array Technology,
have been identified and are being targeted for follow-up audit and development
of contingency plans as appropriate. The Company estimates that the costs of
the Year 2000 Issue assessment and required remedial work will be less than
$350,000 in total.  Substantially all necessary remedial work was completed by
the end of September 1999 and the remainder was completed during October 1999.

       The Company believes that failure to adequately complete all remedial
work necessary to resolve the Year 2000 Issue could have a material impact on
operating expenses, but that the effect on revenues would not be material.  The
most likely effect of failures related to the Year 2000 Issue would be:

     1) Business systems - Overtime work required of Company employees
        ----------------
        and the temporary use of outside resources, to repair failed
        software and process transactions manually until repairs are
        completed.

     2) Embedded systems - Overtime work required of Company employees to
        ----------------
        shift work from machines and processes with failures to machines
        that continue to operate properly, and the temporary use of outside
        resources to repair failed machines and processes.  Also, there
        could be delays in product delivery where a product is dependent on
        a single production line.

     3) Company products - Overtime work required of Company employees to
        ----------------
        deliver corrections to any new or existing products.

     4) Contract Manufacturer - Spectrian will reactivate its Sunnyvale
        ---------------------
        production facility to bridge the shortfall in the event the
        contract manufacturer cannot produce and deliver products.  A
        predefined quantity of buffer stock will offset the Sunnyvale
        facility's ramp up period.

       The Company believes these failures to be unlikely.  Periodic updates
regarding the Year 2000 status are provided to both the Company's executive
staff and the Audit Committee of the Board of Directors.  The Company also
recognizes the need for contingency planning, and had substantially all such
plans in place by September 1999.  These plans could include stockpiling of
components or semi-finished products to avoid product shipment delays.




                                   21

<PAGE>   22


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       The Company develops products in the United States and market its
products in North America, Europe and the Asia-Pacific region.  Thus, the
financial results could be affected by factors such as changes in foreign
currency exchange rates or weak economic conditions in foreign markets.  As all
sales are currently made in U.S. dollars, a strengthening of the dollar could
make the Company's products less competitive in foreign markets.

       The Company's exposure to market rate risk for changes in interest rates
relate primarily to its investment portfolio and outstanding debt balances.
The Company does not hold derivative financial instruments in its investment
portfolio.  The Company places its investments with high quality institutions
and limits the amount of credit exposure to any one issuer.  The Company is
averse to principal loss and ensures the safety and preservation of its
invested funds by limiting default, market and reinvestment risk.  The Company
classifies its short-term investments as "fixed-rate" if the rate of return on
such instruments remains fixed over their term.  These "fixed-rate" investments
include fixed-rate U.S. government securities and corporate obligations with
contractual maturity dates ranging from 1 to 5 years.  The table below presents
the amounts and related weighted interest rates of the Company's short-term
investments at September 26, 1999 and March 31, 1999.

<TABLE>
                                              September 26,   March 31,
             (Dollars in thousands)               1999           1999
                                                --------       --------

<S>                                            <C>            <C>
   Average fixed interest rate                       6.3%           6.6%
                                                ========       ========

   Amortized cost                               $ 36,503       $ 36,280
                                                ========       ========
   Fair value                                   $ 35,962       $ 36,417
                                                ========       ========

   Contractual maturity dates 1 to 5 years      $ 35,962       $ 36,417
                                                ========       ========

</TABLE>



     At September 26, 1999 the Company had variable rate debt of $2.3 million
at a rate equal to the Treasury Rate plus 2.75% and variable rate debt of $2.8
million at a rate equal to the LIBOR rate plus 3.25%. In addition, at September
26, 1999 the company had a fixed rate loan of $629,000 at a rate of 9.0%. A
hypothetical 10 percent change in interest rates would not have a material
impact on the fair market value of this debt. The Company does not hedge any
interest rate exposures.


                                      22


<PAGE>   23


                      PART II - OTHER INFORMATION


     ITEM 1.  LEGAL PROCEEDINGS

     None.



     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>

     (a)     Exhibits
             --------

         Exhibit
         Number                  Description
         ------   --------------------------------------------
         <S>     <C>
          27.1    Financial Data Schedule.

     (b)  Reports on Form 8-K. The Company did not file any Reports on
          -------------------
          Form 8-K during the quarter ended September 26, 1999.


</TABLE>


                                      23


<PAGE>   24



                              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.



                                            SPECTRIAN CORPORATION
                                            ---------------------
                                                 (Registrant)




Dated: November 10, 1999             By:   /s/  MICHAEL ANGEL
                                         ---------------------------
                                                Michael D. Angel
                                        Executive Vice President, Finance,
                                      Chief Financial Officer and Secretary
                                             (Authorized Officer and
                                           Principal Financial Officer)



                                      24

<PAGE>   25


<TABLE>
<CAPTION>


                           INDEX TO EXHIBITS


                                                       Sequentially
Exhibits                  Description                 Numbered Page
--------   ----------------------------------------   -------------
  <S>     <C>                                             <C>
   27.1    Financial Data Schedule                          26


</TABLE>


                                      25

<PAGE>   26