<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-K/A
                                AMENDMENT NO. 1

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

          For the fiscal year ended December 31, 2000

                                      OR

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

         For the transition period from________________ to______________

                       Commission File Number 000-21507

                         POWERWAVE TECHNOLOGIES, INC.
            (Exact name of registrant as specified in its charter)

                    Delaware                               11-2723423
          (State or other jurisdiction of               (I.R.S. Employer
           incorporation or organization)              Identification No.)


                           1801 E. St. Andrew Place
                              Santa Ana, CA 92705
              (Address of principal executive offices, zip code)

       Registrant's telephone number, including area code (714) 466-1000

       SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                             Title of each class:
                             --------------------
                        Common stock, par value $.0001

     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 [_]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information Statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K [_]

     As of February 28, 2001, the aggregate market value of the voting stock of
the Registrant held by non-affiliates of the Registrant was $988,845,841
computed using the closing price of $15.6406 per share of Common Stock on
February 28, 2001 as reported by Nasdaq, based on the assumption that directors
and officers and more than 10% stockholders are affiliates. As of February 28,
2001 the number of outstanding shares of Common Stock, par value $.0001 per
share, of the Registrant was 63,779,314.
<PAGE>

                                   PART III

Item 10.   Directors and Executive Officers of the Registrant

Directors

     John L. Clendenin, 66, has been non-executive Chairman of the Company's
Board of Directors since January 3, 1999 and has been a member of the Board of
Directors since May 1998. Mr. Clendenin is a Chairman Emeritus of BellSouth
Corporation, a telecommunications holding company. He served as Chairman of the
Board of BellSouth until December 31, 1997 and as President and Chief Executive
Officer from 1984 until his retirement at the end of 1996. Prior to BellSouth,
Mr. Clendenin was President of Southern Bell from April 1981 to December 1983.
He also serves on the Board of Directors of Coca-Cola Enterprises, Inc., Equifax
Inc., National Service Industries, Inc., The Kroger Company, Springs Industries,
Inc., and The Home Depot, Inc.

     Gregory M. Avis, 42, has been a member of the Company's Board of Directors
since October 1995. Mr. Avis has been a managing partner of Summit Partners, a
venture capital investment firm, since January 1990. Mr. Avis also serves on the
Board of Directors of Ditech Communications Corp. and MCK Communications Corp.

     Bruce C. Edwards, 47, joined the Company in February 1996 as President and
Chief Executive Officer and Director. Mr. Edwards was Executive Vice President,
Chief Financial Officer and Director of AST Research, Inc., a personal computer
company, from July 1994 to December 1995 and Senior Vice President, Finance and
Chief Financial Officer of AST Research, Inc. from March 1988 to July 1994. Mr.
Edwards currently serves on the Board of Directors of Emulex Corporation and
Metawave Communications Corporation.

     David L. George, 47, has been a member of the Company's Board of Directors
since November 1995. Mr. George is Executive Vice President of Operations at
Securicor Wireless, Inc. Mr. George is a co-founder and served as Executive Vice
President and Chief Technical Officer of ComSpace Corporation, formerly known as
Unique Technologies, International, L.L.C., a wireless technology development
company, from February 1994 to June 2000. Mr. George also serves on the Board of
Directors of ComSpace Corporation. From November 1983 to February 1994, Mr.
George served as Vice President, Director of Operations, Commercial Division of
Uniden America. Mr. George has been a member of the Institute of Electrical and
Electronic Engineers (I.E.E.E.) for more than 20 years.

     Eugene L. Goda, 65, has been a member of the Company's Board of Directors
since November 1995. From June 1997 to March 2000, Mr. Goda served as Chairman
of the Board, President and Chief Executive Officer of Objectshare Inc., a
software company. From October 1991 to October 1995, Mr. Goda served as Chief
Executive Officer of Simulation Sciences, Inc., a software company. From July
1989 to September 1991, he served as Chief Executive Officer of Meridian
Software Systems.

     Carl W. Neun, 57, has been a member of the Company's Board of Directors
since February 2000. Mr. Neun is the Chairman of Wirex Communications, Inc. a
provider of server appliance software. From 1993 to January 2000, Mr. Neun was
Senior Vice President and Chief Financial Officer of Tektronix, Inc. From 1987
to 1993 he was Senior Vice President of Administration and Chief Financial
Officer of Conner Peripherals, Inc. Mr. Neun currently serves on the Board of
Directors of Planar Systems, RadiSys Corp, and Speed Fam-IPEC, Inc.

     Safi U. Qureshey, 50, has been a member of the Company's Board of Directors
since February 2000. Mr. Qureshey was the cofounder and former Chief Executive
Officer and Chairman of AST Research, Inc. a personal computer manufacturer. Mr.
Qureshey is President of Skyline Ventures, which focuses on early stage
technology companies in Southern California. Mr. Qureshey currently serves on
the Board of Directors of NextCard. Mr. Qureshey is also President of the
Southern California Chapter of The Indus Entrepreneurs (TiE-SC) which is a
networking and mentoring organization for entrepreneurs. Mr. Qureshey was also a
member of former President Clinton's Export Council and was a Regent's Professor
at the Graduate School of Management, University of California, Irvine.

     Andrew J. Sukawaty, 45, has been a member of the Company's Board of
Directors since May 1998. Mr. Sukawaty is President and Chief Operating Officer
of Callahan Associates International (UK), a global communications development
and operating company. From September 1996 to June 2000, Mr. Sukawaty served

                                       1
<PAGE>

as President and Chief Executive Officer of Sprint PCS. Prior to joining Sprint
PCS, Mr. Sukawaty was Chief Executive Officer of NTL Limited, a British
diversified broadcast transmission and communications company, since 1994. From
1989 to 1994, he was Chief Operating Officer of Mercury One-2-One, a PCS service
provider in the United Kingdom. Prior to 1989, Mr. Sukawaty held various
positions with US WEST, Inc., AT&T and Northwestern Bell.

Executive Officers

     Kevin T. Michaels, 42, joined the Company in June 1996 as Vice President,
Finance and Chief Financial Officer and was appointed Secretary in June 1996.
Mr. Michaels was named Senior Vice President, Finance in February 2000. Prior to
joining the Company, Mr. Michaels worked for AST Research, Inc. for eight years,
most recently as Vice President, Treasurer from October 1995 to June 1996. From
July 1991 to October 1995 Mr. Michaels was Treasurer of AST Research, Inc. and
from June 1988 to June 1991, he was Assistant Treasurer.

     Anthony J. Zuanich, 57, joined the Company in June 1998 as Senior Vice
President, Sales and Marketing. Prior to joining the Company, Mr. Zuanich was
employed at Gregory Associates as Senior Vice President, Global Sales and
Marketing from July 1995 to December 1997. From December 1973 to October 1994,
Mr. Zuanich held various executive positions with Triad Systems Corporation, an
integrated computer systems manufacturer.

Section 16(a) Beneficial Ownership Reporting Compliance

     Form 3 for Mr. Neun and Form 3 for Mr. Qureshey were filed on March 15,
2000, which was subsequent to the initial due date of February 21, 2000.

                                       2
<PAGE>

Item 11.  Executive Compensation

Summary Compensation

     The following table sets forth summary information concerning compensation
paid by, or accrued for services rendered to, the Company in all capacities
during the past three fiscal years to the Company's Chief Executive Officer and
to each of the three additional executive officers whose salary and bonus
exceeded $100,000 (the "Named Executive Officers").

<TABLE>
<CAPTION>
                                                   Summary Compensation Table
                                                   --------------------------
                                                                                      Other        Long-term
                                                                Annual               Annual       Compensation
                                                             Compensation         Compensation       Awards           All Other
                                                             ------------         ------------       ------
Name and Principal Position                        Year   Salary ($)   Bonus ($)      ($)       Options (#)/(1)/    Compensation ($)
---------------------------                        ----   ----------   ---------      ---       ----------------    ----------------
<S>                                               <C>     <C>          <C>         <C>          <C>                 <C>
Bruce C. Edwards                                    2000    296,000      150,000          /(2)/       650,000          --
  President and Chief Executive Officer             1999    242,500      250,000          /(2)/            --          --
                                                    1998    179,230           --          /(2)/       225,000          --

Stephen C. Cooper                                   2000    223,000       80,000          /(2)/            --          --
  Executive Vice President, Operations/(3)/         1999    169,525      175,000          /(2)/       480,000          --
                                                    1998         --           --           --              --          --

Kevin T. Michaels                                   2000    172,000       75,000          /(2)/        50,000          --
  Senior Vice President, Finance,                   1999    150,000      150,000          /(2)/            --          --
  Chief Financial Officer and Secretary             1998    124,230           --          /(2)/       150,000          --

Anthony J. Zuanich/(4)/                             2000    184,000       65,000    80,086/(5)/            --          --
  Senior Vice President, Sales and                  1999    175,000      125,000    78,989/(5)/        60,000     170,000/(6)/
  Marketing                                         1998     94,230           --    41,177/(7)/       300,000      80,000/(8)/
</TABLE>

/(1)/  All option awards prior to May 15, 2000 have been adjusted to reflect the
       Company's three-for-one stock split that was effective May 15, 2000.

/(2)/  Miscellaneous perquisites which, in the aggregate, are less than 10% of
       base salary and bonus.

/(3)/  Mr. Cooper left the Company in March of 2001 and will receive salary
       continuation for twelve months. The total value of this salary
       continuation is $225,000. Mr. Cooper joined the Company in February of
       1999 as Executive Vice President, Operations at an annual salary of
       $210,000.

/(4)/  Mr. Zuanich joined the Company as Senior Vice President, Sales and
       Marketing in June of 1998 at a base salary of $175,000 and an annual
       commission of $75,000.

/(5)/  Consists of $75,000 in annual commission and 401(k) matching
       contributions and health care coverage payments.

/(6)/  Consists of reimbursement of additional relocation costs.

/(7)/  Consists of $40,385 in prorated annual commission and 401(k) matching
       contributions and health care coverage payments.

/(8)/  Consists of reimbursement of relocation costs.


Option Grants in Last Fiscal Year

     The following table sets forth certain information concerning grants of
options to each of the Company's Named Executive Officers during the fiscal year
ended December 31, 2000. In addition, in accordance with the rules and
regulations of the Securities and Exchange Commission, the following table sets
forth the hypothetical gains that would exist for the options based on the
assumption that the stock price were to appreciate annually by 5% and 10%,
respectively. The rates do not represent the Company's estimate or projection of
future Common Stock prices and no assurance can be given that the share price
will appreciate at the rates shown in the table.

                                       3
<PAGE>

<TABLE>
<CAPTION>
                                         Option Grants During Fiscal 2000


                          Number of       % of Total                                           Potential Realizable Value
                          Securities       Options                                             at Assumed Annual Rates of
                          Underlying       Granted to        Exercise                          Stock Price Appreciation
                          Options         Employees in        Price            Expiration           for  Option Term
                                                                                                    ----------------
      Name                Granted (#)     Fiscal Year/(1)/  ($/Share)/(2)/      Date/(3)/           5%             10%
      ----                -----------     ---------------   -------------       ---------         -----           ----
<S>                       <C>              <C>              <C>                <C>              <C>            <C>
Bruce C. Edwards           350,000/(4)/        12.9%          $31.50           08/01/2010       $6,933,563     $17,571,011
Bruce C. Edwards           300,000/(4)/        11.1%          $31.50           08/01/2005       $2,610,861     $ 5,769,320
Kevin T. Michaels           50,000/(5)/         1.8%          $31.50           08/01/2010       $  990,509     $ 2,510,144
Stephen C. Cooper               --              --               --                   --               --              --
Anthony J. Zuanich              --              --               --                   --               --              --
</TABLE>

     /(1)/  Options to purchase an aggregate of 2,703,100 shares of Common Stock
            were granted to employees, including the Named Executive Officers,
            during the fiscal year ended December 31, 2000.

     /(2)/  The exercise price of each option is equal to the fair market value
            of common stock on the date of the grant.

     /(3)/  Options granted have a term of 5 or 10 years, subject to earlier
            termination in certain events related to termination of employment.

     /(4)/  Subject to continued employment with the Company, the options become
            exercisable as to one twenty-fourth per month beginning January 1,
            2001.

     /(5)/  Subject to continued employment with the Company, the options become
            exercisable as to one twenty-fourth per month beginning January 1,
            2002.

Aggregated Option Exercises in Last Fiscal Year and Year End Value Table

     The following table sets forth certain information concerning the exercise
of options by each of the Company's Named Executive Officers during the fiscal
year ended December 31, 2000, including the aggregate value of gains on the date
of exercise. In addition, the table includes the number of shares covered by
both exercisable and unexercisable stock options as of December 31, 2000. Also
reported are the values for "in-the-money" options which represent the positive
spread between the exercise prices of any such existing stock options and the
fiscal year end price of common stock.

                 Aggregated Option Exercises during Fiscal 2000
                     and Option Values at December 31, 2000

<TABLE>
<CAPTION>
                                                                Number of Securities                     Value of
                                Shares                         Underlying Unexercised            Unexercised In-the-Money
                               Acquired           Value         Options at 12/31/2000             Options at 12/31/2000/(2)/
                                                                ---------------------             -------------------------
    Name                     on Exercise       Realized/(1)/  Exercisable    Unexercisable     Exercisable     Unexercisable
    ----                     -----------       ------------   -----------    -------------     -----------     -------------
<S>                          <C>               <C>            <C>            <C>               <C>             <C>
Bruce C. Edwards                93,750          $2,838,222      103,125         762,500         $5,560,156      $23,615,625
Stephen C. Cooper              125,000          $4,061,698      105,000         250,000         $5,481,875      $13,052,083
Kevin T. Michaels               75,000          $2,606,696       70,500         125,000         $3,835,186      $ 5,393,750
Anthony J. Zuanich             172,000          $6,072,579       44,250         143,750         $2,321,775      $ 7,539,193
</TABLE>

(1)    Market value on the date of exercise of shares, less option exercise
       price.

(2)    In accordance with the Securities and Exchange Commission's rules, values
       are calculated by subtracting the exercise price from the fair market
       value of the underlying common stock. For purposes of this table, fair
       market value per share is deemed to be $58.50, the Company's closing
       Common Stock price reported by Nasdaq on December 31, 2000.

                                       4
<PAGE>

Compensation of Directors

     For fiscal 2000, the Company's non-employee directors, other than Gregory
M. Avis who waived his fees, received a retainer fee of $20,000 per year payable
in quarterly installments and $1,000 per meeting attended (excluding phone
meetings) of the Board of Directors. The non-executive Chairman of the Board of
Directors receives an additional retainer fee of $20,000 per year payable in
quarterly installments. Directors of the Company who are also employees receive
no additional compensation for their services as a director.

     Effective December 5, 2000, each of the following non-employee directors
(Messrs. Clendenin, George, Goda Neun, Qureshey and Sukawaty) were granted an
option to purchase 5,000 shares of Common Stock at an exercise price of $65.75
per share under the 1996 Director Stock Option Plan. Upon their appointment as
directors in February of 2000, Messrs. Neun and Qureshey were each granted an
option to purchase 90,000 shares of Common Stock at an exercise price of $33.29
per share under the 1996 Director Stock Option Plan.

Compensation Committee Interlocks and Insider Participation

     During fiscal 2000,the Compensation Committee consisted of Eugene L. Goda,
Safi U. Qureshey and Andrew J. Sukawaty, none of whom served as an employee of
the Company.


Board Compensation Committee Report on Executive Compensation

     The Company's compensation policies applicable to its executive officers
are administered by the Compensation Committee (the "Committee") of the Board of
Directors. The Committee is made up of three non-employee directors. For the
fiscal year ended December 31, 2000, the Committee was composed of Messrs. Goda,
Qureshey and Sukawaty. The Company's executive compensation programs are
designed to attract, motivate and retain the executive talent needed to optimize
shareholder value. The programs are designed to enhance shareholder value by
aligning the financial interests of the executive officers of the Company with
those of its shareholders.

Compensation Philosophy

     The Company's executive compensation programs are based on the belief that
the interests of the executives should be closely aligned with the Company's
shareholders. In support of this philosophy, a meaningful portion of each
executive's compensation is placed at-risk and is linked to the accomplishment
of specific results that are expected to lead to the creation of value for the
Company's shareholders from both the short-term and long-term perspectives. With
this pay-for-performance and shareholder alignment orientation, the Company's
compensation policies and programs are designed to (1) attract, develop, reward
and retain highly qualified and productive individuals; and (2) motivate
executives to improve the overall performance and profitability of the Company.

     There are three primary components of executive compensation: base salary,
bonus plan, and stock option grants. While the elements of compensation are
considered separately, the Committee takes into account the total compensation
package afforded by the Company to the individual executive.

     Base Salary. Salaries paid to executive officers (other than the Chief
Executive Officer) are reviewed annually by the Chairman and the Chief Executive
Officer and are adjusted based upon an assessment of the nature of the position
and the individual's contribution to corporate goals, experience and Company
tenure of the executive officer, comparable market salary data, growth in the
Company's size and complexity and changes in the executive's responsibilities.
The Chairman and the Chief Executive Officer review all salary recommendations
with the Committee. The Chairman reviews any salary recommendations for the
Chief Executive Officer with the Committee, which then approves or disapproves
such recommendations. The base salaries of Messrs. Cooper, Michaels and Zuanich
increased by approximately 7%, 15% and 6% over 1999 levels based on an
assessment of the above factors.

     Annual Management Bonus. The Company has established a cash bonus plan for
all employees including executive management. Payment of bonuses is dependent on
the Company achieving specific performance criteria

                                       5
<PAGE>

for the fiscal year. Eighty percent of the bonus is tied to objective
performance criteria related to operating revenue, profit before taxes, customer
satisfaction and on time delivery metrics. The remaining twenty percent is tied
to objective individual performance targets. The Company performance targets are
established at the beginning of the fiscal year on the basis of an annual budget
developed by management and approved by the Board of Directors. The individual
performance targets are also established at the beginning of the fiscal year by
the individual's manager and these targets are designed to further the Company's
corporate goals. Performance against bonus targets and goals are measured on a
bi-annual basis. The size of the overall cash bonus pool is subject to the
approval of the Board of Directors. Annual bonuses for fiscal 2000 were paid
from a Company-wide bonus pool which totaled approximately $6.2 million. Once
the overall bonus pool is approved, the Company's employees are eligible for
their individual target bonuses based upon the Company's overall achievement of
its performance goals, and an additional percentage based upon individual
achievement of their objectives. The Compensation Committee reviews and approves
all bonuses for executive officers, based upon an evaluation of their individual
performance and contribution to the Company's overall performance.

     Stock Options. Stock options are designed to align the interests of
executives with those of the shareholders. Stock option grants may be made to
executive officers when one of the following events occurs: upon initial
employment, upon promotion to a new, higher level position that entails
increased responsibilities and accountability, for the recognition of superior
performance or as an incentive for continued service with the Company as well as
continued superior performance. The Chairman or the Chief Executive Officer
recommends the number of options to be granted, within a range associated with
the individual executive's salary level, and presents this to the Compensation
Committee and the entire Board of Directors for their review and approval. The
Committee takes into account the total compensation offered to its executives
when considering the number of options awarded. The Chief Executive Officer and
the Chief Financial Officer comprise the members of the Company's Option
Committee, and are empowered by the Board of Directors and the Compensation
Committee to grant options to non-officer employees of the Company up to a grant
amount of 20,000 shares per employee. All grants for employees of the Company in
excess of this amount are submitted to the Compensation Committee or the Board
of Directors for approval. All grants for officers of the Company are submitted
to both the Compensation Committee and the entire Board of Directors for
approval. In fiscal 2000, Mr. Michaels received one option grant. See "Executive
Compensation - Option Grants in Last Fiscal Year." This grant was in recognition
of Mr. Michaels' promotion to Senior Vice President and increased
responsibilities associated with the Company's move to a new location and to
provide Mr. Michaels with continued incentive for superior performance.

CEO Compensation

     The principal components of compensation for the Chief Executive Officer
for fiscal 2000 included base salary, bonus and stock option grants. The
Committee increased Mr. Edwards' base salary from $250,000 to $290,000,
effective February 1, 2000, and from $290,000 to $340,000, effective August 1,
2000. The increases in base salary were in recognition of Mr. Edwards
significant contributions to the Company's performance in fiscal 2000 and were
intended to make Mr. Edwards salary equivalent to the base salaries for Chief
Executives at similarly situated companies. For fiscal 2000, Mr. Edwards was
paid a cash bonus of $150,000 from the Company's bonus pool. Eighty percent of
the bonus was tied to the Company meeting its performance targets related to
operating revenue, profit before taxes, customer satisfaction and on time
deliveries and the remaining twenty percent was tied to meeting individual
objective performance targets set by the Compensation Committee and approved by
the Chairman of the Board. For fiscal 2000, the Company fulfilled all of its
performance targets and Mr. Edwards fulfilled his individual performance
targets. In August 2000, Mr. Edwards was granted two options to purchase, in the
aggregate, 650,000 shares of common stock of the Company at an exercise price of
$31.50 per share. The options vest as to one twenty-fourth per month beginning
January 1, 2001. The option grants reflect a desire to reward Mr. Edwards for
the Company's performance as well as provide further incentive for continued
superior performance going forward.

Policy Regarding Section 162(m) of the Internal Revenue Code

     The Committee has reviewed the Company's executive compensation plans to
determine if revisions may be necessary due to provisions of Section 162(m) of
the Internal Revenue Code which generally disallows a tax deduction to public
corporations for compensation paid to any of the corporation's executive
officers in excess of $1,000,000 during any fiscal year. It is the current
policy of the Committee to preserve, to the extent reasonably

                                       6
<PAGE>

possible, the Company's ability to obtain a corporate tax deduction for
compensation paid to executive officers of the Company to the extent consistent
with the best interests of the Company and its shareholders. The Committee
continually reviews the Company's existing executive compensation plans and will
propose changes, if necessary and reasonable, to ensure compliance with the
provisions of Section 162(m) which allow performance-based compensation to be
excluded from the deduction limits.

    The Compensation Committee of the Board of Directors:

    Eugene L. Goda
    Safi U. Qureshey
    Andrew J. Sukawaty

Stock Performance Comparison

     The following graph compares the cumulative total shareholder returns for
the Company's Common Stock with the cumulative total return of the S&P 500
Index, and the S&P Communication Equipment Index. The presentation assumes $100
invested on December 5, 1996 in Powerwave Common Stock, the S&P 500 Index and
the S&P Communication Equipment Index with all dividends reinvested. No cash
dividends were declared on the Company's Common Stock during this period.
Shareholder returns over the indicated period should not be considered
indicative of future shareholder returns.

                       [PERFORMANCE GRAPH APPEARS HERE]


                            POWERWAVE                         S&P
Measurement Period          TECHNOLOGIES,          S&P 500    COMMUNICATIONS
(Fiscal Year Covered)       INC.                   INDEX      EQUIPMENT
---------------------       -------------          -----      ---------
Measurement Pt-12/06/96      $   100               $100       $100
FYE 12/96                    $   130               $ 98       $ 99
FYE 12/97                    $   122               $131       $129
FYE 12/98                    $   162               $168       $227
FYE 12/99                    $   508               $203       $497
FYE 12/00                    $ 1,526               $185       $218

     Notwithstanding anything to the contrary set forth in the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Annual Report on Form10-K, in whole or in part, the Board
Compensation Committee Report on Executive Compensation and the Stock
Performance Comparison graph shall not be incorporated by reference into any
such filings.

                                       7
<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners, Directors and
          Executive Officers

     The following table sets forth information concerning the beneficial
ownership of the Company's outstanding Common Stock as of April 1, 2001, except
as otherwise noted, by persons who are directors, Named Executive Officers (as
defined under the heading "Summary Compensation"), nominees or persons known to
the Company to be beneficial owners of five percent or more of its outstanding
Common Stock. The table also includes the beneficial stock ownership of all
directors and Named Executive Officers of the Company as a group.

<TABLE>
<CAPTION>
                                                                              Percentage of
                                                      Number of Shares           Shares
Name and Address of Beneficial Owner                Beneficially Owned/(1)/    Outstanding/(1)/
------------------------------------                ------------------         -----------
<S>                                                 <C>                        <C>
AIM MANAGEMENT GROUP INC.........................     5,204,106/(2)/                 8.1%
    11 Greenway Plaza Suite 100
    Houston, TX 77046

MORGAN STANLEY DEAN WITTER & CO..................     4,512,079/(3)/                 7.1.%
    1585 Broadway
    New York, NY 10036

Bruce C. Edwards/(14)/...........................       810,416/(4)/                 1.3%
Stephen C. Cooper/(14)/..........................       135,000/(5)/                   *
Kevin T. Michaels/(14)/..........................       104,767/(6)/                   *
Anthony J. Zuanich/(14)/.........................        90,750/(7)/                   *
John L. Clendenin/(14)/..........................       112,750/(8)/                   *
Gregory M. Avis/(14)/............................             -                        -
David L. George/(14)/............................        20,625                        *
Eugene L. Goda/(14)/.............................        15,000/(9)/                   *
Carl W. Neun/(14)/...............................        28,925/(10)/                  *
Safi U. Qureshey/(14)/...........................        35,625/(11)/                  *
Andrew J. Sukawaty/(14)/.........................        67,500/(12)/                  *
All Executive Officers and Directors as a Group
(10 persons) ....................................     1,423,893/(13)/                2.2%
</TABLE>

* Less than 1%

   /(1)/  Beneficial ownership is determined in accordance with the rules of the
          Securities and Exchange Commission and generally includes voting or
          investment power with respect to securities. Shares of Common Stock
          subject to options or warrants currently exercisable, or exercisable
          within 60 days of April 1, 2001, are deemed outstanding for computing
          the percentage of the person holding such options or warrants but are
          not deemed outstanding for computing the percentage of any other
          person. As of April 1, 2001, the Company had a total of 63,916,034
          shares of Common Stock issued and outstanding. Except as indicated by
          footnote and subject to community property laws where applicable, to
          the knowledge of the Company, the persons named in this table have
          sole voting and investment power with respect to all shares of Common
          Stock shown to be beneficially owned by them.

   /(2)/  Based on a Schedule 13G dated December 31, 2000, filed with the
          Securities and Exchange Commission by AIM Management Group Inc., on
          behalf of its wholly-owned subsidiaries AIM Advisors, Inc., AIM
          Capital Management, Inc. and AIM Private Asset Management, Inc.

   /(3)/  Based on a Schedule 13G dated December 31, 2000, filed with the
          Securities and Exchange Commission by Morgan Stanley Dean Witter and
          Co. The 13G states that Morgan Stanley Dean Witter and Co. has shared
          voting power as to 4,483,829 shares and shared dispositive power as to
          4,512,079 shares.

   /(4)/  Includes options exercisable for 185,416 shares within 60 days of
          April 1, 2001.

   /(5)/  Consists of options exercisable for 135,000 shares within 60 days of
          April 1, 2001.

   /(6)/  Includes options exercisable for 101,750 shares within 60 days of
          April 1, 2001.

   /(7)/  Includes options exercisable for 81,750 shares within 60 days of April
          1, 2001.

   /(8)/  Includes options exercisable for 43,750 shares within 60 days of April
          1, 2001.

   /(9)/  Consists of options exercisable for 15,000 shares within 60 days of
          April 1, 2001.


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<PAGE>

   /(10)/ Includes options exercisable for 28,125 shares within 60 days of April
          1, 2001.

   /(11)/ Includes options exercisable for 28,125 shares within 60 days of April
          1, 200 and 7,500 shares owned by Skyline Nevada, LLC, a limited
          liability company of which Mr. Qureshey is a majority owner. Mr.
          Qureshey disclaims beneficial ownership of such shares, except to the
          extent of his pecuniary interest therein. The address of Skyline
          Nevada, LLC is 15941 Red Hill Avenue, Suite 205, Tustin, CA 92780.

   /(12)/ Consists of options exercisable for 67,500 shares within 60 days of
          April 1, 2001

   /(13)/ Includes options exercisable for 686,416 shares within 60 days of
          April 1, 2001 (see notes 4-12).

   /(14)/ The business address of this individual is 1801 E. St. Andrew Place,
          Santa Ana, CA 92705.

Item 13.  Certain Relationships and Related Transactions

Transactions with Management and Others

    The Company has entered into indemnification agreements with its directors,
certain executive officers and certain affiliated entities. Such agreements
require the Company to indemnify such individuals to the fullest extent
permitted by Delaware law.

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<PAGE>

                                  SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Santa
Ana, State of California, on the 27th day of April, 2001.

                    POWERWAVE TECHNOLOGIES, INC.

                    By:  /s/  Kevin T. Michaels
                    ---------------------------------------------------
                              Kevin T. Michaels
                    Senior Vice President, Finance and Chief Financial Officer

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