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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-K/A

(Amendment No. 1)



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|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended January 1, 2006

OR



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

For the transition period from  to

Commission File Number 000-21507



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POWERWAVE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 11-2723423                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer 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



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Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $.0001



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Indicate by check mark if the Registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No ̈

Indicate by check mark if the Registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act.    Yes ̈No  x

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.  x

Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer.    See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x    Accelerated filer ̈Non-accelerated filer ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).    Yes ̈No  x

As of July 3, 2005, the aggregate market value of the voting stock of the Registrant held by non-affiliates of the Registrant was $984,964,962
computed using the closing price of $10.23 per share of Common Stock on July 1, 2005, the last trading day of the second quarter, as reported by Nasdaq, based on the assumption that directors and officers and more than 10% stockholders are
affiliates. As of April 2, 2006 the number of outstanding shares of Common Stock, par value $.0001 per share, of the Registrant was 112,129,564.

Documents Incorporated by Reference

None.



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POWERWAVE TECHNOLOGIES, INC.

INDEX



|                 |  |                                                                                                |  |   
|---------------- |  | ---------------------------------------------------------------------------------------------- |  | --
|EXPLANATORY NOTE |  | 3                                                                                             
|                 | 
|PART III         |  | 4                                                                                             
|                 |  |                                                                                               
|ITEM 10.         |  | Directors and Executive Officers of the Registrant                                             |  | 4 
|                 |  |                                                                                               
|ITEM 11.         |  | Executive Compensation                                                                         |  | 6 
|                 |  |                                                                                               
|ITEM 12.         |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 16
|                 |  |                                                                                               
|ITEM 13.         |  | Certain Relationships and Related Transactions                                                 |  | 17
|                 |  |                                                                                               
|ITEM 14.         |  | Principal Accounting Fees and Services                                                         |  | 18
|                 | 
|PART IV          |  | 19                                                                                            
|                 |  |                                                                                               
|ITEM 15.         |  | Exhibits, Financial Statement Schedules                                                        |  | 19
|                 | 
|SIGNATURES       |  | 20                                                                                            



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EXPLANATORY NOTE

Powerwave Technologies Inc. (the Company) is filing this Amendment No. 1 on Form 10-K/A
to include the information required by Part III of Form 10-K.



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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

Bruce C. Edwards,52, became Executive Chairman of the Board of Directors of Powerwave in February 2005. Mr. Edwards joined the Company
in February 1996 as President and Chief Executive Officer and Director. Mr. Edwards was Chief Executive Officer of Powerwave from February 1996 to February 2005 and was President from February 1996 to May 2004. 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.

John L. Clendenin, 71,
became Lead Director in February 2005. Mr. Clendenin was non-executive Chairman of the Board of Directors of Powerwave from January 3, 1999 to February 2005 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 Equifax Inc., Acuity Brands, Inc., The Kroger Company and The Home
Depot, Inc.

Daniel A. Artusi, 51, joined Powerwaves Board of Directors in December 2002. Mr. Artusi is Chairman and
Chief Executive Officer of ColdWatt, Inc, a provider of high efficiency power supplies for the communications and computer industries. Prior to joining ColdWatt, Inc. in June 2005, Mr. Artusi was President and Chief Executive Officer of
Silicon Laboratories Inc., a designer and manufacturer of mixed-signal integrated circuits, having joined the company as Chief Operating Officer in 2001. Mr. Artusi held various positions at Motorola, Inc. from 1977 to 2001. From August
1999 to August 2001, Mr. Artusi served as Corporate Vice President and General Manager of Motorolas Networking and Computing Systems Group. Mr. Artusi served as Vice President and General Manager of Motorolas Wireless
Infrastructure Division from May 1997 to August 1999 and as General Manager of Motorolas RF Products Division from April 1996 to May 1997. Mr. Artusi also serves on the Board of Directors of Atheros Communications.

Ronald J. Buschur, 42, became Chief Executive Officer of Powerwave and a member of the Board of Directors in February 2005. Mr. Buschur
joined the Company in June 2001 as Chief Operating Officer. In May 2004, Mr. Buschur became President of the Company. Prior to joining the Company, Mr. Buschur held various positions at HMT Technology/Komag, an independent supplier of
thin-film disks, including President and Chief Operating Officer from 1999 to 2000, Vice President of Sales, Marketing and Quality Assurance from 1997 to 1999 and Vice President of Quality Assurance from 1994 to 1997. From 1993 to 1994,
Mr. Buschur was Director of Quality at Maxtor, a disk drive company. Mr. Buschur held various managerial positions at Digital Equipment Corporation, a computer manufacturer from 1987 to 1993.

David L. George, 52, has been a member of Powerwaves Board of Directors since November 1995. Since January 2005, he has served as
Executive Vice President Operations of the Land Mobile Division of Vertex Standard Inc., a company that designs, manufactures and sells communications equipment for commercial land mobile, amateur radio and general aviation applications. From
April 2002 to June 2004, Mr. George served as Chief Operating Officer, Chief Technical Officer and President of the Wireless Communications Division of Bizcom U.S.A., Inc., a public company specializing in emergency management software
solutions and wireless communications systems. Prior to joining Bizcom, Mr. George was in private practice providing consulting services to participants in the wireless industry. From June 2000 to June 2001, he was Executive Vice
President of Operations for Securicor Wireless, Inc., a large mobile radio network provider. Mr. George was the 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. From November 1983 to February 1994, Mr. George served as Vice President, Director of Operations, Commercial Communications
Division of Uniden America. A member of the Institute of Electrical and Electronic Engineers for more than 22 years, he holds several patents relating to wireless technology and networks.



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Eugene L. Goda, 69, has been a member of Powerwave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, 62, has been a member of Powerwaves Board of Directors since February 2000. 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 is Chairman of Oregon Steel Mills, Inc. and serves on the Board of Directors of Planar Systems and RadiSys Corp.

Andrew J. Sukawaty, 50, has been a member of Powerwaves Board of Directors since May 1998. Mr. Sukawaty is Chairman and Chief Executive
Officer of Inmarsat PLC and President of Cable Partners Europe L.L.C. Mr. Sukawaty is also a non-executive director and was previously Deputy Chairman of O2, PLC, formerly BT Wireless. He is also Chairman of Xyratex Ltd. From
September 1996 to June 2000, Mr. Sukawaty served as President and Chief Executive Officer of Sprint PCS. Prior to joining Sprint PCS, Mr. Sukawaty was Chief Executive Officer of NTL Limited 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.

Mikael R. Gottschlich, 45, has been a member of Powerwaves Board of Directors since May 2004. Mr. Gottschlich had previously been a
member of the Board of LGP Allgon Holding AB since 1997. Mr. Gottschlich was President and Chief Executive Officer of LGP Telecom from June 1993 until April 2002, including certain predecessor companies, specifically MG Instruments from 1993 to
1997 and Arkivator from 1997 to 1999. Since March 2003, Mr. Gottschlich has been a Director of Skanditek Industriförvaltning AB, a publicly held industrial holding company with investments in Swedish companies.

Executive Officers

Ronald J. Buschur, 42,
became Chief Executive Officer of Powerwave and a member of the Board of Directors in February 2005. Mr. Buschur joined the Company in June 2001 as Chief Operating Officer. In May 2004, Mr. Buschur became President of the
Company. Prior to joining the Company, Mr. Buschur held various positions at HMT Technology/Komag, an independent supplier of thin-film disks, including President and Chief Operating Officer from 1999 to 2000, Vice President of Sales, Marketing
and Quality Assurance from 1997 to 1999 and Vice President of Quality Assurance from 1994 to 1997. From 1993 to 1994, Mr. Buschur was Director of Quality at Maxtor, a disk drive company. Mr. Buschur held various managerial positions at
Digital Equipment Corporation, a computer manufacturer from 1987 to 1993.

Bruce C. Edwards,52, became Executive Chairman of the
Board of Directors of Powerwave in February 2005. Mr. Edwards joined the Company in February 1996 as President and Chief Executive Officer and Director. Mr. Edwards was Chief Executive Officer of Powerwave from February 1996 to
February 2005 and was President from February 1996 to May 2004. 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.

Gregory K. Gaines, 52, became Vice President Global Sales and Marketing of Powerwave in April 2005. Mr. Gaines joined the Company in
November 2004 as Vice President Sales and Marketing Americas and Asia. Prior to joining the Company, Mr. Gaines held various strategic account management positions at Intel Corporation from 2000 to 2004, and was Worldwide Alliance
Director before joining Powerwave. From 1998 to 2000 he was senior marketing manager for Compaq Computer Corporation. Prior to Compaq, Mr. Gaines was with Digital Equipment Corporation from 1981 to 1998. In the 16 years he was with Digital
Equipment, he held management positions in sales and marketing, manufacturing and engineering.

Robert J. Legendre, 49, became
Senior Vice President Global Operations of Powerwave in September 2005. Mr. Legendre joined the Company in July 2002, as Vice President of Supply Chain Management and Operations. Mr. Legendre was named President of the Americas and
Asia business unit in May 2004 following the completion of the exchange offer for all of the shares of LGP Allgon. Prior to joining the Company, Mr. Legendre was Vice President of Global Supply Chain Management and Operations for InFocus
Corp., a manufacturer of video projectors from June 2001 to July 2002. From May 2000 to May 2001, Mr. Legendre was Vice President of



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Worldwide Materials at Pemstar Corporation, a supplier of engineering, product design and automation and test services.
From October 1996 to April 2000, Mr. Legendre was Vice President and Managing Director of Operations for Western Digitals disk drive manufacturing operations in Singapore.

Kevin T. Michaels,47, is presently the Chief Financial Officer and Secretary of Powerwave. Mr. Michaels 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.

Audit Committee and Audit Committee Financial Expert

Powerwave has a standing Audit Committee and the current members of this committee are Daniel A. Artusi, Eugene L. Goda, and Carl W. Neun, all of whom are independent under both Section 10A of the Securities Act
of 1934 (Exchange Act) and under the Nasdaq marketplace rules. Powerwaves Board of Directors has determined that Carl W. Neun is an audit committee financial expert as such term is defined in Item 401(h) of SEC Regulation S-K.
For Mr. Neuns relevant experience, see his biography listed in Directors above.

Section 16(a) Beneficial Ownership
Reporting Compliance

Section 16(a) of the Exchange Act requires Powerwaves directors and executive officers, and persons who
own more than ten percent of a registered class of the Powerwaves equity securities, to file reports of ownership with the Securities and Exchange Commission (SEC) and Nasdaq. Directors, executive officers and greater than ten
percent beneficial owners are required by SEC regulations to furnish Powerwave with copies of all Section 16(a) reports they file.

To
Powerwaves knowledge, based solely on a review of filings with the SEC and written representations by each director and executive officer that no other reports were required, we believe that all of our directors and executive officers have
complied with the reporting requirements of Section 16(a) of the Exchange Act during fiscal 2005.

Code of Ethics

Powerwave has adopted a code of ethics as defined in Item 406(b) of SEC Regulation S-K that applies to all employees of Powerwave,
including its principal executive officer, principal financial officer and principal accounting officer. This code of ethics is designed to comply with the Nasdaq marketplace rules related to codes of conduct. A copy of our Code of Business Conduct
and Ethics Policy is attached as Exhibit 14 to Powerwaves Form 10-K for the year ended December 28, 2003 that was filed with the SEC on February 13, 2004. A copy of our Code of Business Conduct and Ethics Policy is also posted on our
website at www.powerwave.com and is available upon written request to the secretary of Powerwave.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Committee Report on Executive Compensation

Powerwaves compensation policies applicable to its executive officers are administered by the Compensation Committee of the Board of Directors. The
Compensation Committees members consist of directors who are independent from the executive officers or management of the Company. Powerwave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 our shareholders.

Compensation Policy

Powerwave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 Powerwaves shareholders from both a short-term and long-term



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perspective. With this pay-for-performance and shareholder alignment orientation, Powerwave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 Powerwave.

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

Base Salary

Salaries paid to executive officers (including the Chief Executive Officer) are reviewed
annually by the Compensation Committee and proposed adjustments are based upon an assessment of the nature of the position, the individuals contribution to corporate goals, experience and 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 Compensation Committee approves all changes to executive officers salaries.

Management Bonus Plan

Powerwave
maintains a cash bonus plan for executive officers of the Company. The bonus plan is intended to provide incentives to executive officers of the Company in the form of cash bonus payments for achieving certain objective performance goals based on
annual and quarterly revenue and earnings per share targets. The performance targets are established at the beginning of a fiscal year on the basis of an annual budget and are approved by the Compensation Committee of the Board of Directors. Each
executive officer has an annual target bonus amount that is based on a percentage of his or her base salary. The annual target bonus amount for the executives range from 30% to 100% of annual base salary and these target percentages are approved by
the Compensation Committee of the Board of Directors. With respect to fiscal 2005, if the objective performance criteria were fulfilled for a quarter of fiscal 2005, each executive officer received up to 20% of his or her annual target bonus amount.
In the fourth quarter of 2005, an executive officer received an additional 20% of the annual target bonus amount (bringing the total for the fourth quarter of 2005 to 40% of the annual target bonus amount) based on individual subjective performance
criteria. The individual performance targets were established at the beginning of the fiscal year and these targets were designed to further Powerwaves corporate goals. Payment of the quarterly bonuses was dependent on the Company achieving
specific revenue and earnings per share targets for each fiscal quarter of fiscal 2005, as applicable. Powerwave met and exceeded the established targets for fiscal 2005.

In recognition of Powerwave exceeding the revenue and earnings per share targets for fiscal 2005 and the contributions of Ronald J. Buschur, Kevin T. Michaels and Robert J. Legendre, the Compensation Committee awarded
additional discretionary cash bonuses as follows: Ronald J. Buschur - $100,000, Kevin T. Michaels - $50,000 and Robert J. Legendre - $50,000. These bonuses are in addition to the bonuses paid to the above individuals per the terms of the 2005 cash
bonus plan described above and are included in the Summary Compensation Table.

Stock Options and Stock Awards

Powerwaves stock options and stock award grants are designed to align the interests of executives with those of the shareholders. Stock option or
stock award 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 Powerwave as well as continued superior performance. For executive officers, the Chairman of the Board of Directors 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 for their review and approval. The Compensation Committee takes into account the total compensation offered to
its executives when considering the number of options or grants 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 maximum grant amount of 25,000 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 executive officers of Powerwave are submitted to both the Compensation Committee and the entire Board of Directors for approval. During fiscal 2005, Mr. Buschur was awarded 200,000 shares
of restricted common stock. There were no other stock awards or stock options granted to the executive officers during fiscal 2005.



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CEO Compensation

The principal components of compensation for Ronald J. Buschur, who has served as the President and Chief Executive Officer since February 2005, include base salary, bonus and a restricted stock award. The
Compensation Committee increased Mr. Buschurs base salary from $425,000 to $525,000, effective February 1, 2005, based on an assessment of the nature and scope of his position, comparable market salaries at comparable companies
within the high technology segment, his contribution to corporate goals, and experience and expertise within Powerwave. Mr. Buschur received a total cash bonus of $625,000 for fiscal year 2005 in recognition of the Companys performance
and his contributions to that performance. In December 2005, Mr. Buschur was granted 200,000 shares of restricted stock, which vest over two and one-half years. The restricted stock grant was, in part, recognition of Mr. Buschurs
promotion to Chief Executive Officer earlier in 2005 and was intended to provide incentive for continued superior performance.

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

The Compensation Committee has reviewed Powerwaves executive
compensation plans to determine if revisions may be necessary due to the 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 Compensation Committee to preserve, to the extent reasonably possible, Powerwaves ability to obtain a corporate tax deduction
for compensation paid to executive officers of Powerwave to the extent consistent with the best interests of Powerwave and its shareholders. The Compensation Committee continually reviews Powerwave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.

Members of the Compensation Committee:

Andrew J. SukawatyChairman of the Compensation Committee

David L. George

John L. Clendenin

Compensation Committee Interlocks and
Insider Participation

During fiscal 2005, all of the members of the Compensation Committee consisted of independent directors and none
of the members of the Compensation Committee either was or previously had been an employee of the Company or any of its subsidiaries or otherwise had a relationship with the Company requiring disclosure under Item 404 of Regulation S-K. The
members of the Compensation Committee during fiscal 2005 were Andrew J. Sukawaty, Daniel Artusi and John L. Clendenin. Effective March 2006, Mr. George replaced Mr. Artusi on the Compensation Committee and Mr. Artusi replaced
Mr. George on the Audit Committee.

Compensation of Executive Officers

The following sets forth certain information regarding Powerwaves executive officers:

Summary Compensation Table

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 four
additional executive officers whose salary and bonus exceeded $100,000 (the Named Executive Officers.)



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Summary Compensation Table



|                                                                 |  |              |  |                     |                       |                        |     |                |  |                        |                         |  |                                          |     |  |                        |        |  |     |                    |          
|---------------------------------------------------------------- |  | ------------ |  | ------------------- | --------------------- | ---------------------- | --- | -------------- |  | ---------------------- | ----------------------- |  | ---------------------------------------- | --- |  | ---------------------- | ------ |  | --- | ------------------ | ---------
|                                                                 |  |              |  | Annual Compensation |                       | Long-term Compensation |     |                |  |                       
|Name and Principal Position                                      |  | Fiscal Year  |  | Salary(a)           |                       | Bonus(b)               |     | Total(a+b)     |  | RestrictedStock Awards |                         |  | Securities Underlying Stock OptionGrants |     |  | All Other Compensation |       
|Ronald J. Buschur President and Chief Executive Officer(1) (2)   |  | 200520042003 |  | $$$                 | 515,385431,254395,238 |                        | $$$ | 625,00017,000 |  | $$$                    | 1,140,385448,254395,238 |  | 200,000                                | (3) |  | 200,000200,000        | (4)(4) |  | $$$ | 16,35422,61725,402 | (5)(5)(5)
|                                                                 |  |              |  |                     |                       |                        |    
|Bruce C. Edwards Executive Chairman of the Board(1)              |  | 200520042003 |  | $$$                 | 449,231459,884438,077 |                        | $$$ | 425,00029,100 |  | $$$                    | 874,231488,984438,077   |  |                                       |     |  |                     |        |  | $$$ | 26,89028,82029,818 | (6)(6)(6)
|                                                                 |  |              |  |                     |                       |                        |    
|Kevin T. Michaels Chief Financial Officer and Secretary          |  | 200520042003 |  | $$$                 | 395,586343,481297,619 |                        | $$$ | 410,00018,601 |  | $$$                    | 805,586362,082297,619   |  |                                       |     |  | 200,00075,000         | (7)(7) |  | $$$ | 26,97729,97828,605 | (8)(8)(8)
|                                                                 |  |              |  |                     |                       |                        |    
|Robert J. Legendre Senior Vice President, Global Operations(9)   |  | 20052004     |  | $$                  | 371,156327,425        |                        | $$  | 350,00013,001  |  | $$                     | 721,156340,426          |  |                                        |     |  | 200,000               | (10)   |  | $$  | 26,96530,643       | (11)(11) 
|                                                                 |  |              |  |                     |                       |                        |    
|Gregory K. Gaines Vice President, Global Sales and Marketing(12) |  | 2005         |  |                     | 277,693               |                        | $   | 224,000        |  | $                      | 501,693                 |  |                                         |     |  |                       |        |  | $   | 12,508             | (13)     

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|(1) | In February 2005, Mr. Edwards became Executive Chairman of the Board and
Mr. Buschur became Chief Executive Officer. Mr. Edwards was also President of the Company through May 2004 at which time Mr. Buschur became President.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | In May 2004, Mr. Buschur became President, in addition to Chief Operating Officer of the
Company. In February 2005, Mr. Buschur became Chief Executive Officer of the Company.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Represents 200,000 shares of restricted stock grant that is subject to a risk of forfeiture
which lapses with respect to 20,000 shares every 3 months following the grant date so that the risk of forfeiture lapses with respect to all shares on June 19, 2008. The market value per share on the date of the grant was $12.68. The value of
the stock award at January 1, 2006 was $2,514,000, based on the closing stock price of $12.57. No dividends are paid on the restricted stock other than what is paid to holders of common stock.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Represents stock options granted pursuant to the Companys stock option plans, with an
estimated fair value on the grant date computed in accordance with SFAS 123R utilizing the Black-Scholes option valuation model of $407,375 and $439,660 for the stock options granted during fiscal years 2004 and 2003, respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes of $16,354, $22,617 and $18,430 of insurance premium payments during fiscal years
2005, 2004 and 2003, respectively.
|--- | -----------------------------------------------------------------------------------------------------------------------------

|(6) | Includes $10,536, $6,204 and $11,388 of 401(k) matching contributions, and $16,354, $22,616
and $18,430 of insurance premium payments during fiscal years 2005, 2004 and 2003, respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Represents stock options granted pursuant to the Companys stock option plans, with an
estimated fair value on the grant date computed in accordance with SFAS 123R utilizing the Black-Scholes option valuation model of $407,375 and $164,873 for the stock options granted during fiscal years 2004 and 2003, respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Includes $10,623, $7,361 and $10,175 of 401(k) matching contributions, and $16,354, $22,617
and $18,430 of insurance premium payments during fiscal years 2005, 2004 and 2003, respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | In May 2004, Mr. Legendre became President of the Companys Americas and Asia
Business Unit. In September 2005, Mr. Legendre became Senior Vice President, Global Operations.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(10) | Represents stock options granted pursuant to the Companys stock option plans, with an
estimated fair value on the grant date computed in accordance with SFAS 123R utilizing the Black-Scholes option valuation model of $407,375 for the stock options granted during fiscal year 2004.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Includes $10,611 and $8,027 of 401(k) matching contributions, and $16,354 and $22,616 of
insurance premium payments during fiscal years 2005 and 2004.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | In April 2005, Mr. Gaines became Vice President, Global Sales and Marketing of the
Company.
|---- | -------------------------------------------------------------------------------------------

|(13) | Includes $12,508 of insurance premium payments during fiscal year 2005.
|---- | -----------------------------------------------------------------------

Option Grants in Fiscal 2005

There were no stock options granted to the Named Executive Officers during 2005. Powerwave did not reprice, adjust or amend the exercise price of any stock options during 2005.

Restricted Stock Awards in Fiscal 2005

Mr. Buschur was granted 200,000 shares of restricted Powerwave common stock on December 19, 2005. These shares are subject to a risk of forfeiture which lapses with respect to 20,000 shares every 3 months following the grant date
so that the risk of forfeiture lapses with respect to all shares on June 19, 2008. The market value per share on the date of the grant was $12.68.

Aggregated Option Exercises and Values for Fiscal 2005

The following table sets forth certain
information concerning the exercise of options by each of Powerwaves Named Executive Officers during fiscal 2005, 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 January 1, 2006. 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 Powerwaves Common Stock.

Aggregated Option Exercises During Fiscal 2005 and Option Values at
January 1, 2006



|                      |  |                          |             |                   |               |                                                               |             |                                                            |               |  |   |           |  |   |          
|--------------------- |  | ------------------------ | ----------- | ----------------- | ------------- | ------------------------------------------------------------- | ----------- | ---------------------------------------------------------- | ------------- |  | - | --------- |  | - | ---------
|Name                  |  | SharesAcquiredonExercise |             | ValueRealized (1) |               | Number of SecuritiesUnderlying UnexercisedOptions at 01/01/06 |             | Value of Unexercised In-the- Money Options at 01/01/06 (2)
|                      |  |                          | Exercisable |                   | Unexercisable |                                                               | Exercisable |                                                            | Unexercisable
|Bruce C. Edwards(3)   |  | 100,000                  |             | $                 | 768,770       |                                                               | 191,666     |                                                            | 58,334        |  | $ | 1,372,329 |  | $ | 417,671  
|Ronald J. Buschur(4)  |  |                         |             | $                 |              |                                                               | 664,582     |                                                            | 235,418       |  | $ | 2,101,074 |  | $ | 1,630,926
|Kevin T. Michaels(5)  |  | 11,250                   |             | $                 | 120,425       |                                                               | 409,770     |                                                            | 174,480       |  | $ | 2,310,141 |  | $ | 1,261,069
|Robert J. Legendre(6) |  | 50,000                   |             | $                 | 304,725       |                                                               | 163,958     |                                                            | 181,042       |  | $ | 1,002,266 |  | $ | 1,288,384
|Gregory K. Gaines(7)  |  |                         |             | $                 |              |                                                               | 27,083      |                                                            | 72,917        |  | $ | 131,353   |  | $ | 353,647  

---

|(1) | The value realized equals the difference between the fair market value of the shares
acquired, and the exercise prices for the underlying stock options.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | In accordance with the SEC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, the fair market value per share is deemed to be $12.57, the Companys closing Common Stock price reported by Nasdaq on December 30, 2005, the last
trading day of fiscal year 2005.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | A total of 250,000 options expire August 5, 2012.
|--- | -------------------------------------------------

|(4) | A total of 400,000 options expire June 25, 2011, all of which are exercisable; 200,000
options expire October 17, 2013, of which 108,333 are exercisable and 91,667 are unexercisable; 100,000 options expire August 5, 2012, of which 85,416 are exercisable and 14,584 are unexercisable; 200,000 options expire July 21, 2014,
of which 70,833 are exercisable and 129,167 are unexercisable.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(5) | A total of 50,000 options expire March 1, 2006, all of which are exercisable; 134,250
options expire February 10, 2008, all of which are exercisable; 50,000 options expire August 1, 2010, all of which are exercisable; 75,000 options expire August 5, 2012, of which 64,062 are exercisable and 10,938 are unexercisable;
75,000 options expire October 17, 2013, of which 40,625 are exercisable and 34,375 are unexercisable; 200,000 options expire July 21, 2014, of which 70,833 are exercisable and 129,167 are unexercisable.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | A total of 120,000 options expire July 24, 2007, of which 102,500 are exercisable and
17,500 are unexercisable; 75,000 options expire October 23, 2013, of which 40,625 are exercisable and 34,375 are unexercisable; 150,000 options expire July 21, 2014, of which 20,833 are exercisable and 129,167 are unexercisable.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | A total of 100,000 options expire November 8, 2014.
|--- | ---------------------------------------------------

Employment Agreements and Change-in-Control Arrangements

Effective August 1, 2003, Powerwave entered into severance agreements with Bruce C. Edwards, Ronald J. Buschur and Kevin T. Michaels. Mr. Edwards severance agreement provides that if his employment is terminated without
cause or if he voluntarily resigns for good reason (as such terms are defined below), he shall be entitled to (i) a lump-sum payment equal to three times his total annual compensation; and (ii) continued
group health insurance for a period of thirty-six months. For purposes of this agreement, total annual compensation is defined as base salary for the year in which employment terminates plus the greater of Mr. Edwards target
bonus for the year in which employment terminates or the actual bonus paid in the prior year. Mr. Buschur and Mr. Michaels have executed identical severance agreements, except that the severance payment amount is two times their total
annual compensation, and the period of continued health coverage is twenty-four months. In May 2005, following Mr. Buschurs election as Chief Executive Officer, his severance agreement was amended to increase his severance payment to
three times his total annual compensation and the period of continued health coverage was changed to thirty-six months.

Effective
August 1, 2003, Powerwave also entered into change of control agreements with Mr. Edwards, Mr. Buschur and Mr. Michaels. Mr. Edwards change in control agreement provides that if in anticipation of, connection with, or
within two years following a change in control, Mr. Edwards employment is terminated without cause, or if Mr. Edwards voluntarily resigns for good reason, then Mr. Edwards shall be entitled to
(i) a lump-sum payment equal to three times his total annual compensation; (ii) continued health insurance for a period of thirty-six months; and (iii) the immediate vesting of all unvested stock options held by Mr. Edwards. For
purposes of this agreement, the term total annual compensation has the same definition as provided in the severance agreement. Mr. Buschur and Mr. Michaels have executed identical change in control agreements, except that the
lump sum payment is two times their total annual compensation, and the period of continued health insurance coverage is twenty-four months. In May 2005, following Mr. Buschurs election as Chief Executive Officer, his severance agreement
was amended to increase his severance payment to three times his total annual compensation and the period of continued health coverage was changed to thirty-six months.

Effective August 2003, Powerwave entered into a Change in Control Agreement with Robert Legendre which provides that if in anticipation of, or within twelve months following, a change in control of
Powerwave, Mr. Legendres employment is terminated without cause or if Mr. Legendre voluntarily resigns with good reason, then he shall be entitled to (i) a lump sum payment equal to 1.5 times his annual
salary plus his target bonus for the year in which the termination occurs; and (ii) continued health coverage for a period of eighteen months.

Effective November 2004, Powerwave entered into a Change in Control Agreement with Gregory K. Gaines which provides that if in anticipation of, or within twelve months following, a change in control of Powerwave, Mr.
Gaines employment is terminated without cause or if Mr. Gaines voluntarily resigns with good reason, then he shall be entitled to (i) a lump sum payment equal to 1 times his annual salary plus his target bonus for the
year in which the termination occurs; and (ii) continued health coverage for a period of twelve months.

For purposes of these agreements,
cause means the continued, unreasonable refusal or omission by the employee to perform any material duties required of him by the Company, if such duties are consistent with duties customary for his position; any material act or omission
by the employee involving malfeasance or gross negligence in the performance of his duties to, or material deviation from any of the policies or directives of the Company; conduct on the part of the employee which constitutes the breach of any
statutory or common law duty of loyalty to the Company, including the unauthorized disclosure of material confidential information or trade secrets of the Company; or any illegal act by employee which materially and adversely affects the business of
the Company or any felony committed by employee, as evidenced by conviction thereof, provided that the Company may suspend the employee with pay while any allegation of such illegal or felonious act is investigated.

The term good reason means any of the following, without the employees written consent: a reduction by the Company in the
employees compensation that is not made in connection with an across the board reduction of all the Companys executive salaries; a reduction by the Company of the employees benefits from those he was entitled to immediately prior
to the termination of employment or a change in control, whichever occurs first, that is not made in connection with an across the board reduction of all the Companys benefits; the failure of the Company



11



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##### Table of Contents

to obtain an agreement from any successor to the Company, or purchaser of all or substantially all of the Companys
assets, to assume the severance agreement or change in control agreement; the assignment of duties to the employee which reflect a material adverse change in authority, responsibility or status with the Company or any successor; a relocation of the
employee to a location more than 30 miles from the location where the employee was regularly assigned to immediately prior to the employees termination of employment or a change in control, whichever occurs first; or a failure by the Company
to pay any portion of the employees compensation within ten (10) days of the date due.

These agreements define change in
control as the occurrence of any of the following events: (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of the
beneficial ownership of more than fifty percent of the outstanding securities of Powerwave; (ii) a merger or consolidation in which Powerwave is not the surviving entity, except for a transaction the principal purpose of which is to change the
state in which Powerwave in incorporated; (iii) the sale, transfer or other disposition of all or substantially all of the assets of Powerwave; (iv) a complete liquidation or dissolution of Powerwave; or (v) any reverse merger in
which Powerwave is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Companys outstanding securities are transferred to a person or persons different from the
persons holding those securities immediately prior to such merger.

Compensation of Directors

Base Compensation

For fiscal 2005,
Powerwaves non-employee directors received a retainer fee of $24,000 per year, payable in quarterly installments, $1,500 for each Board meeting attended (including phone meetings where resolutions were taken) and $1,000 for each Committee
meeting attended (including phone meetings where resolutions were taken). The non-executive Chairman for the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee received an additional retainer fee of $2,500,
$1,500 and $1,500 per year, respectively. The non-executive Lead Director received a retainer fee of $40,000 for fiscal 2005 payable in quarterly installments. Directors of the Company who are also employees received no additional compensation for
their services as directors.

Options

The Companys 1996 Director Stock Option Plan (the Director Plan), as amended, provides that a total of 1,200,000 shares of the Companys Common Stock are reserved for issuance under the plan. On
November 10, 2005, our shareholders approved an amendment that extended the term of the Director Plan from its current expiration date of December 5, 2006 to December 5, 2016. The Director Plan provides that each member of the
Companys Board of Directors who is not an employee or paid consultant of the Company will automatically be eligible to receive non-statutory options to purchase common stock under the Director Plan. Pursuant to the terms of the Director Plan,
each director elected after December 5, 1996, will be granted an initial option under the Director Plan covering 30,000 shares of Common Stock, that shall vest at the rate of 25% on the first anniversary of the grant date and the remaining 75%
shall vest in equal monthly installments over the following three years. Furthermore, on each anniversary date of December 5, each director who shall have been an eligible participant under the Director Plan for at least six (6) months
shall be granted an annual option under the Director Plan to purchase 10,000 shares of Common Stock that vests 100% on the fourth anniversary date of the grant. The Director Plan provides that the exercise price per share of grants issued under the
Director Plan shall be equal to 100% of the fair market value of a share of Common Stock on the grant date. All options expire no later than five years after the grant date. As of January 1, 2006, a total of 195,000 options had been exercised
under the Director Plan. There were 335,000 options outstanding under the Director Plan as of January 1, 2006 at a weighted average exercise price of $9.16 per share. There were 670,000 shares available for grant under the Director Plan at
January 1, 2006.

On December 5, 2005, Messrs. Clendenin, Artusi, George, Goda, Neun, Sukawaty and Gottschlich were each granted
an option to purchase 10,000 shares of Common Stock at an exercise price of $12.71 per share under the Director Plan in connection with their annual membership on the Board.



12



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##### Table of Contents

Corporate Governance Policies and Practices

The following is a summary of the Companys corporate governance policies and practices:



| |  | All members of the Board of Directors are independent directors, as defined by Nasdaq, excluding the Chief Executive Officer and the Executive Chairman of the Board. Independent
directors do not receive consulting, legal or other fees from Powerwave other than Board of Directors and Committee compensation.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The independent directors of the Board of Directors meet regularly without the presence of management.
| | - | ------------------------------------------------------------------------------------------------------



| |  | All of our employees, officers and directors are subject to Powerwaves Code of Business Conduct and Ethics Policy. The ethics policy meets the requirements of Nasdaq, as well
as the code of ethics requirements of the SEC.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Directors stand for reelection every year.
| | - | ------------------------------------------



| |  | The Board of Directors current policy is to separate the roles of Executive Chairman of the Board and Chief Executive Officer.
| | - | -------------------------------------------------------------------------------------------------------------------------------



| |  | The Audit and Compensation Committees consist entirely of independent directors.
| | - | --------------------------------------------------------------------------------



| |  | At least annually, the Board of Directors review Powerwaves business initiatives, capital projects and budget matters.
| | - | -----------------------------------------------------------------------------------------------------------------------



| |  | The Audit Committee reviews and approves all related-party transactions, if any.
| | - | --------------------------------------------------------------------------------



| |  | As part of our Code of Business Conduct and Ethics Policy, we have made a whistleblower hotline available to all employees for anonymous reporting of financial or other
concerns. The Audit Committee receives directly, without management participation, all hotline activity reports, including complaints on accounting, internal controls or auditing matters.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13



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##### Table of Contents

INDEPENDENT DIRECTOR COMPENSATION

The following table sets forth compensation for the year ended January 1, 2006 for the Companys independent directors:



|                      |  |       |        |                                 |   |                        |  |                         |  |                                            |  |       
|--------------------- |  | ----- | ------ | ------------------------------- | - | ---------------------- |  | ----------------------- |  | ------------------------------------------ |  | ------
|Name                  |  | Total |        | Fees earned or paid in cash (1) |   | All Other Compensation |  | Restricted Stock Awards |  | Securities UnderlyingStock OptionGrants(2)
|John L. Clendenin     |  | $     | 54,000 |                                 | $ | 54,000                 |  |                        |  |                                           |  | 10,000
|Daniel A. Artusi      |  | $     | 34,000 |                                 | $ | 34,000                 |  |                        |  |                                           |  | 10,000
|David L. George       |  | $     | 36,000 |                                 | $ | 36,000                 |  |                        |  |                                           |  | 10,000
|Eugene L. Goda        |  | $     | 36,000 |                                 | $ | 36,000                 |  |                        |  |                                           |  | 10,000
|Carl W. Neun          |  | $     | 40,500 |                                 | $ | 40,500                 |  |                        |  |                                           |  | 10,000
|Andrew J. Sukawaty    |  | $     | 35,000 |                                 | $ | 35,000                 |  |                        |  |                                           |  | 10,000
|Mikael R. Gottschlich |  | $     | 29,000 |                                 | $ | 29,000                 |  |                        |  |                                           |  | 10,000

---

|(1) | Consists of the annual board retainer, board and committee meeting fees, and committee chair
retainers. These amounts do not include amounts paid to independent directors to reimburse them for expenses of travel, lodging and other reasonable out-of-pocket expenses which are related to service on the Companys Board.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents 10,000 stock options that were granted to each independent director on
December 5, 2005. The estimated fair value of the grant utilizing the grant date fair value computed in accordance with Financial Accounting Standards No. 123 (revised 2004), ShareBased Payment, applying the Black-Scholes
valuation model and the same assumptions disclosed in footnote 2 to the 2005 Companys consolidated financial statements is $54,253 per director.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



14



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##### Table of Contents

Stock Performance Graph

The following graph compares the cumulative total shareholder returns for Powerwaves Common Stock with the cumulative total return of the S & P 500 Index and the S & P Communications Equipment Index. The
presentation assumes $100 invested on December 31, 2000 in Powerwaves Common Stock, the S & P 500 Index and the S & P Communications Equipment Index with all dividends reinvested. No cash dividends were declared on
Powerwaves Common Stock during this period. Shareholder returns over the indicated period should not be considered indicative of future shareholder returns.

LOGO



|                                         |  |                             |    |                 |   |                                    |  |   |   
|---------------------------------------- |  | --------------------------- | -- | --------------- | - | ---------------------------------- |  | - | --
|Measurement Period (Fiscal Year Covered) |  | PowerwaveTechnologies, Inc. |    | S & P 500 Index |   | S & PCommunicationsEquipment Index
|2001                                     |  | $                           | 31 |                 | $ | 88                                 |  | $ | 37
|2002                                     |  | $                           | 9  |                 | $ | 69                                 |  | $ | 17
|2003                                     |  | $                           | 13 |                 | $ | 88                                 |  | $ | 28
|2004                                     |  | $                           | 15 |                 | $ | 98                                 |  | $ | 29
|2005                                     |  | $                           | 21 |                 | $ | 103                                |  | $ | 30

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 Form 10-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.



15



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##### Table of Contents

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information concerning the beneficial ownership of Powerwaves outstanding Common Stock as of April 2, 2006, except as otherwise noted, by persons who are directors, executive officers, nominees or
persons known to Powerwave to be beneficial owners of five percent or more of our outstanding Common Stock. The table also includes the beneficial stock ownership of all directors and executive officers of Powerwave as a group.



|                                                             |  |                                        |      |  |                                   
|------------------------------------------------------------ |  | -------------------------------------- | ---- |  | ----------------------------------
|Name and Address of Beneficial Owner(1)                      |  | Number of Shares Beneficially Owned(2) |      |  | Percentage of SharesOutstanding(2)
|Mikael R. Gottschlich                                        |  | 1,641,875                              | (3)  |  | 1.5                               
|Bruce C. Edwards                                             |  | 643,345                                | (4)  |  | *                                 
|Ronald J. Buschur                                            |  | 916,665                                | (5)  |  | *                                 
|Kevin T. Michaels                                            |  | 376,894                                | (6)  |  | *                                 
|John L. Clendenin                                            |  | 149,000                                | (7)  |  | *                                 
|Carl W. Neun                                                 |  | 5,800                                  | (8)  |  | *                                 
|Gregory K. Gaines                                            |  | 37,500                                 | (9)  |  | *                                 
|Robert J. Legendre                                           |  | 145,103                                | (10) |  | *                                 
|David L. George                                              |  | 40,625                                 | (11) |  | *                                 
|Eugene L. Goda                                               |  | 35,000                                 | (12) |  | *                                 
|Andrew J. Sukawaty                                           |  | 20,000                                 | (13) |  | *                                 
|Daniel A. Artusi                                             |  | 25,625                                 | (14) |  | *                                 
|All Directors and Executive Officers as a Group (12 persons) |  | 4,037,432                              | (15) |  | 3.6                               

---

|* | Less than 1%
|- | ------------

|(1) | Unless otherwise indicated, the business address of each holder is: c/o Powerwave
Technologies, Inc., 1801 E. St. Andrew Place, Santa Ana, CA 92705.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | 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 2, 2006, and shares of Common
Stock subject to our outstanding 1.25% convertible notes due July 2008 and our outstanding 1.875% convertible notes due November 2024 currently convertible, or convertible within 60 days of April 2, 2006, are deemed outstanding for computing
the percentage of the person holding such options, warrants or convertible notes, but are not deemed outstanding for computing the percentage of any other person. As of April 2, 2006, the Company had a total of 112,129,564 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 companies and 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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes options exercisable for 1,875 shares within 60 days of April 2, 2006. 1,640,000
shares are held in the name of Cloverhill Holdings, Ltd which is 100% owned by Mr. Gottschlich.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes options exercisable for 183,333 shares within 60 days of April 2, 2006.
|--- | --------------------------------------------------------------------------------

|(5) | Includes options exercisable for 716,665 shares within 60 days of April 2, 2006 and
180,000 shares of restricted common stock subject forfeiture within 60 days of April 2, 2006.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Includes options exercisable for 371,228 shares within 60 days of April 2, 2006.
|--- | --------------------------------------------------------------------------------

|(7) | Includes options exercisable for 65,000 shares within 60 days of April 2, 2006.
|--- | -------------------------------------------------------------------------------



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##### Table of Contents

|(8) | Includes options exercisable for 5,000 shares within 60 days of April 2, 2006.
|--- | ------------------------------------------------------------------------------

|(9) | Consists of options exercisable for 37,500 shares within 60 days of April 2, 2006.
|--- | ----------------------------------------------------------------------------------

|(10) | Consists of options exercisable for 145,103 shares within 60 days of April 2, 2006.
|---- | -----------------------------------------------------------------------------------

|(11) | Includes options exercisable for 5,000 shares within 60 days of April 2, 2006.
|---- | ------------------------------------------------------------------------------

|(12) | Includes options exercisable for 5,000 shares within 60 days of April 2, 2006.
|---- | ------------------------------------------------------------------------------

|(13) | Includes options exercisable for 5,000 shares within 60 days of April 2, 2006.
|---- | ------------------------------------------------------------------------------

|(14) | Consists of options exercisable for 25,625 shares within 60 days of April 2, 2006.
|---- | ----------------------------------------------------------------------------------

|(15) | Includes options exercisable for 1,566,329 shares within 60 days of April 2, 2006 (see
footnotes 3 -14).
|---- | --------------------------------------------------------------------------------------------------------

Securities Authorized for Issuance Under Equity Compensation Plans

All stock-based awards plans under which our Common Stock is reserved for issuance have previously been approved by our shareholders. We have no other
equity compensation plans other than our stock-based awards plans. The following table provides summary information as of January 1, 2006 for all of our stock-based awards plans:



|                             |  |                                                                                                   |     |  |                                                                       |       |                                                                                                                                               |           |    
|---------------------------- |  | ------------------------------------------------------------------------------------------------- | --- |  | --------------------------------------------------------------------- | ----- | --------------------------------------------------------------------------------------------------------------------------------------------- | --------- | ---
|                             |  | Number of Shares ofCommon Stock tobe Issued uponExercise ofOutstandingOptions, Warrantsand
Rights |     |  | WeightedAverageExercise Priceof OutstandingOptions,Warrants andRights |       | Number of Shares ofCommon StockRemaining Availablefor Future
Issuanceunder our Stock-BasedAwards Plans(Excluding SharesReflected in Column 1) |          
|Approved by Shareholders     |  | 7,342,723                                                                                         | (1) |  | $                                                                     | 10.63 |                                                                                                                                               | 9,481,459 | (2)
|Not Approved by Shareholders |  |                                                                                                  |     |  |                                                                       |      |                                                                                                                                               |          |    
|                             |  |                                                                                                   |     |  |                                                                       |       |                                                                                                                                               |           |    
|Total                        |  | 7,342,723                                                                                         |     |  | $                                                                     | 10.63 |                                                                                                                                               | 9,481,459 |    
|                             |  |                                                                                                   |     |  |                                                                       |       |                                                                                                                                               |           |    

---

|(1) | Includes 200,000 shares of restricted stock issued under the 2005 Plan.
|--- | -----------------------------------------------------------------------

|(2) | The number of securities remaining available for future issuance has also been reduced to
reflect 200,000 shares of restricted stock issued under the 2005 Plan.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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



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##### Table of Contents

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The Audit Committee regularly reviews and determines
whether specific projects or expenditures with our independent auditors, Deloitte & Touche LLP and their affiliates (Deloitte & Touche), potentially affect their independence. The Audit Committees policy is to
pre-approve all audit and permissible non-audit services provided by Deloitte & Touche. Pre-approval is generally provided by the Audit Committee for up to one year, is detailed as to the particular service or category of services to be
rendered, and is generally subject to a specific budget. The Audit Committee may also pre-approve additional services or specific engagements on a case-by-case basis. Management is required to provide quarterly updates to the Audit Committee
regarding the extent of any services provided in accordance with this pre-approval, as well as the cumulative fees for all non-audit services incurred to date.

The following table sets forth the aggregate fees billed to us by Deloitte & Touche for the fiscal years ended January 1, 2006 and January 2, 2005:



|                                                      |  |                    |           |                |   |          
|----------------------------------------------------- |  | ------------------ | --------- | -------------- | - | ---------
|                                                      |  | Fiscal Years Ended
|                                                      |  | January 1,2006     |           | January 2,2005
|Audit Fees (1)                                        |  |                    |           |                |   |          
|Audits of financial statements and statutory accounts |  | $                  | 775,561   |                | $ | 390,651  
|Audit of internal controls over financial reporting   |  |                    | 539,462   |                |   | 216,532  
|                                                      |  |                    |           |                |   |          
|Total audit fees                                      |  |                    | 1,315,023 |                |   | 607,183  
|                                                      |  |                    |           |                |   |          
|Audit-Related Fees (2)                                |  |                    |           |                |   |          
|Registration statements                               |  |                    | 61,832    |                |   | 511,868  
|                                                      |  |                    |           |                |   |          
|Total audit-related fees                              |  |                    | 61,832    |                |   | 511,868  
|                                                      |  |                    |           |                |   |          
|Tax Fees (3)                                          |  |                    |           |                |   |          
|Tax compliance                                        |  |                    | 42,471    |                |   | 54,588   
|Other tax consulting                                  |  |                    | 4,843     |                |   | 1,490    
|                                                      |  |                    |           |                |   |          
|Total tax fees                                        |  |                    | 47,314    |                |   | 56,078   
|                                                      |  |                    |           |                |   |          
|Total Fees                                            |  | $                  | 1,424,169 |                | $ | 1,175,129
|                                                      |  |                    |           |                |   |          

---

|(1) | Includes fees for professional services rendered for the audit of Powerwaves annual
financial statements and review of Powerwaves annual report on Form 10-K for the fiscal years 2005 and 2004, for the audit of Powerwaves internal controls over financial reporting for fiscal years 2005 and 2004, and reviews of the
financial statements included in Powerwaves quarterly reports on Form 10-Q for the first three quarters of fiscal 2005 and 2004.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes fees for professional services rendered in fiscal 2005 and 2004, in connection with
statutory or regulatory filings and SEC registration statements, primarily related to the Companys acquisition of LGP Allgon.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes fees for professional services rendered in fiscal 2005 and 2004, in connection with
tax compliance (including U.S. federal and international returns) and tax consulting.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(3) Exhibits. The following exhibits are filed as part
of this Amendment No. 1.



|               |  |                                                                                                                                 
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                     
|31.1           |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.              
|               | 
|31.2           |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.              
|               | 
|32.1           |  | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.*
|               | 
|32.2           |  | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.*



---

|* | In accordance with Item 601(b)(32)(ii) of Regulation S-K, this exhibit shall not be deemed filed for the purposes of Section 18 of the Securities and Exchange
Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this Amendment No. 1 to Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Ana, State of California, on the 25th day of April 2006.



POWERWAVE TECHNOLOGIES, INC.By:

/s/ KEVIN T. MICHAELSKevin T. MichaelsChief Financial Officer (Principal Financial and Accounting Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment
No. 1 to Annual Report on Form 10-K has been signed below by the following persons in the capacities and on the dates indicated.



|                                          |  |                                                                               |  |               
|----------------------------------------- |  | ----------------------------------------------------------------------------- |  | --------------
|Signature                                 |  | Title                                                                         |  | Date          
|                                          |  |                                                                              
|/s/ RONALD J. BUSCHUR Ronald J. Buschur   |  | President, Chief Executive Officer and Director (Principal Executive Officer) |  | April 25, 2006
|                                          |  |                                                                              
|/s/ KEVIN T. MICHAELS Kevin T. Michaels   |  | Chief Financial Officer (Principal Financial and Accounting Officer)          |  | April 25, 2006
|                                          |  |                                                                              
|/s/ BRUCE C. EDWARDS Bruce C. Edwards     |  | Executive Chairman of the Board of Directors                                  |  | April 25, 2006
|                                          |  |                                                                              
|/s/ JOHN L. CLENDENIN John L. Clendenin   |  | Director                                                                      |  | April 25, 2006
|                                          |  |                                                                              
|/s/ DANIEL A. ARTUSI Daniel A. Artusi     |  | Director                                                                      |  | April 25, 2006
|                                          |  |                                                                              
|/s/ MIKAEL GOTTSCHLICH Mikael Gottschlich |  | Director                                                                      |  | April 25, 2006
|                                          |  |                                                                              
|/s/ DAVID L. GEORGE David L. George       |  | Director                                                                      |  | April 25, 2006
|                                          |  |                                                                              
|/s/ EUGENE L. GODA Eugene L. Goda         |  | Director                                                                      |  | April 25, 2006
|                                          |  |                                                                              
|/s/ CARL W. NEUN Carl W. Neun             |  | Director                                                                      |  | April 25, 2006
|                                          |  |                                                                              
|/s/ ANDREW J. SUKAWATY Andrew J. Sukawaty |  | Director                                                                      |  | April 25, 2006



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