Powerwave Technologies (PWAV)

(Address of principal executive offices, zip code)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On October 24, 2008, Powerwave Technologies, Inc. (the “Company”), announced to its employees its intention to discontinue high volume filter production at its Kempele, Finland manufacturing facility as well as reduce the size of the engineering staff at such facility. This restructuring initiative is expected to result in the elimination of approximately 190 employee permanent and temporary positions pending negotiation with local labor unions. We are taking the proposed restructuring actions in an effort to reduce the Company’s manufacturing and operating expenses and we currently anticipate that most of the production at the Kempele facility will be transferred to the Company’s other manufacturing locations.

This restructuring initiative will result in both cash and non-cash charges, which will impact the Company’s income statement in the fourth quarter of 2008 and the first quarter of 2009. The total amount of charges related to this activity are currently estimated to range between $3 million and $5 million, and include estimated severance and other employee related costs, equipment and inventory disposal costs and relocation costs. The exact timing of the charges and cash expenditures will be dependent upon a number of factors including the Company’s efforts to achieve a phased and efficient transfer of manufacturing lines to other facilities. The Company currently expects to complete implementation of this action by the first quarter of 2009.

This Current Report on Form 8-K contains forward-looking information as defined by the Private Securities Litigation Reform Act of 1995. Any statements contained in this Current Report on Form 8-K, except to the extent that they contain historical facts, are forward-looking. Such forward-looking statements involve estimates, assumptions, judgments and uncertainties. There are known and unknown factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking information. Such known factors are detailed in the Company’s Annual Report on Form 10-K for the year ended December 30, 2007 and in the Company’s Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission, and in other reports filed by the Company with the Securities and Exchange Commission from time to time.

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(Address of principal executive offices, zip code)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(e) On August 12, 2008, Powerwave Technologies, Inc. (“Powerwave”) held its 2008 Annual Meeting of Shareholders and at this meeting the shareholders of Powerwave approved an amendment to Powerwave’s Extended and Restated 1996 Employee Stock Purchase Plan (“Plan”), which increased the authorized number of common shares available for sale under the Plan from 390,953 to 1,890,953. The Plan is an “employee stock purchase plan” under Section 423 of the Internal Revenue Code and is implemented utilizing semi-annual offerings with purchases occurring at six-month intervals. The Plan permits eligible employees of Powerwave to purchase shares of Powerwave common stock through payroll deductions, which may not exceed 20% of an employee’s compensation. The price of Powerwave common stock purchased under the Plan is 85% of the lower of the fair market value of the common stock at the beginning of each six-month offering period or the applicable purchase date. The term of the Plan extends through July 31, 2017.

A copy of the amendment to the Plan approved by the shareholders is attached hereto as Exhibit 10.1. The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which was filed with the SEC as an exhibit to Powerwave’s Current Report on Form 8-K filed on December 7, 2007.

(d) Exhibits

The following exhibit is furnished as part of this report.

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(Address of principal executive offices, zip code)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On July 31, 2008, Powerwave Technologies, Inc. issued a press release regarding financial results for its second quarter of fiscal 2008, ending June 29, 2008. At 5pm Eastern Time, the Company held a conference call and simultaneous webcast in which Ronald Buschur, the Company’s Chief Executive Officer and Kevin Michaels, the Company’s Chief Financial Officer, made a presentation regarding the Company’s financial results for the Company’s second quarter of 2008, ending June 29, 2008. A copy of the transcript of the conference call is attached hereto as Exhibit 99.1 A copy of the press release was previously furnished on a separate Current Report on Form 8-K, dated July 31, 2008.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1 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.

The following exhibit is furnished as part of this report.

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(Address of principal executive offices, zip code)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(Address of principal executive offices, zip code)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On May 5, 2008, Powerwave Technologies, Inc. issued a press release regarding financial results for its first quarter of fiscal 2008, ending March 30, 2008. At 5pm Eastern Time, the Company held a conference call and simultaneous webcast in which Ronald Buschur, the Company’s Chief Executive Officer and Kevin Michaels, the Company’s Chief Financial Officer, made a presentation regarding the Company’s financial results for the Company’s first quarter of 2008, ending March 30, 2008. A copy of the transcript of the conference call is attached hereto as Exhibit 99.1 A copy of the press release was previously furnished on a separate Current Report on Form 8-K, dated May 5, 2008.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1 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.

(d) Exhibits

The following exhibit is furnished as part of this report.

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(Address of principal executive offices, zip code)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

(e) On December 6, 2007, Powerwave Technologies, Inc. (“Powerwave”) held its 2007 Annual Meeting of Shareholders and at this meeting the shareholders of Powerwave approved the Extended and Restated 1996 Employee Stock Purchase Plan (the “Extended Plan.”) The Extended Plan is an “employee stock purchase plan” under Section 423 of the Internal Revenue Code and is implemented utilizing semi-annual offerings with purchases occurring at six-month intervals. The Extended Plan permits eligible employees of Powerwave to purchase Common Stock through payroll deductions, which may not exceed 20% of an employee’s compensation. The price of Common Stock purchased under the Extended Plan is 85% of the lower of the fair market value of the Common Stock at the beginning of each six-month offering period or the applicable purchase date. The term of the Extended Plan extends through July 31, 2017. Under the Extended Plan there are 539,652 shares of Common Stock available for sale.

The foregoing description of the Extended Plan does not purport to be complete and is qualified in its entirety by reference to the Extended Plan, a copy of which is filed with this Current Report on Form 8-K.

The following exhibit is furnished as part of this report.

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(Address of principal executive offices, zip code)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On November 14, 2007, Powerwave Technologies, Inc. agreed to repurchase $101,585,000 in principal amount of its outstanding 1.25% convertible subordinated notes due July 2008 from one holder of such notes. The repurchase is expected to close on November 19, 2007. Following this repurchase there will be $25,415,000 in principal amount of the 1.25% convertible subordinated notes that are due July 2008.

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(Address of principal executive offices, zip code)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On October 31, 2007, Daniel A. Artusi and Andrew J. Sukawaty notified Powerwave Technologies, Inc. (the “Company”) that they would not be standing for reelection at the Company’s upcoming Annual Meeting of Shareholders, scheduled for December 6, 2007. In addition, on October 31, 2007, Bruce C. Edwards announced his retirement from the Board of Directors and as Executive Chairman of the Board, effective October 31, 2007. The board of directors of the Company has appointed Bruce C. Edwards as Executive Chairman Emeritus and Carl W. Neun as the non-executive Chairman of the Board.

On October 31, 2007, the board of directors of the Company approved an amendment to the Company’s bylaws that allows for shares of common stock to be in uncertificated form. The amendment is effective October 31, 2007. Also on October 31, 2007, the board of directors of the Company approved an amendment to the bylaws of the Company that reduced the size of the board from eight to seven members, effective October 31, 2007. Copies of the bylaw amendments are attached hereto as Exhibit 3.4.2.

The Board of Directors of the Company has scheduled the Company’s 2007 Annual Meeting of Shareholders for December 6, 2007 at 10:00 am at the Company’s offices in Santa Ana, California. The Board of Directors nominees for director include, Ronald J. Buschur, John L. Clendenin, David L. George, Eugene L. Goda, and Carl W. Neun, all of whom are incumbent directors and Moiz M. Beguwala and Ken J. Bradley.

Mr. Beguwala, age 61, serves on the Board of Directors of Skyworks Solutions, Inc., a wireless semiconductor company, SIRF Technology, a GPS semiconductor solutions company, and RF Nano, a privately held company engaged in research and development activities in carbon nanotubes. Mr. Beguwala was Senior Vice President and General Manager of the Wireless Communications business unit of Conexant Systems, Inc. from January 1999 to June 2002 when he retired from Conexant. In addition, Mr. Beguwala held several positions with Rockwell International Corporation between 1995 and 1999, including Vice President and General Manager, Wireless Communications Division, Rockwell Semiconductor Systems, Inc.; Vice President and General Manager Personal Computing Division, Rockwell Semiconductor Systems, Inc.; and Vice President, Worldwide Sales, Rockwell Semiconductor Systems, Inc.

Mr. Bradley, 60, is President and CEO of Lytica Inc., a company specializing in supply chain management and product lifecycle planning since February 2005. From January 2003 through January 2005, Mr. Bradley was the Chief Executive Officer of CoreSim, Inc., a company specializing in advanced systems design analysis. Prior to CoreSim, Mr. Bradley was with Nortel Networks from 1972 to 2002, most recently as Nortel’s Chief Procurement Officer. During his 30-year career at Nortel, Mr. Bradley held several national and international executive positions in supply management, operations management and technology development including Vice President, Supplier Strategy; Senior Managing Director, Guangdong Nortel Communications Joint Venture in China; and Vice President, China Joint Venture Program. Mr. Bradley also serves on the Board of Directors of RadiSys Corporation and SynQor, Inc.

(Address of principal executive offices, zip code)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On July 30, 2007, Powerwave Technologies, Inc. (the “Company”) issued a press release regarding financial results for its second quarter of fiscal 2007, ending July 1, 2007. At 5 pm Eastern Time, the Company held a conference call and simultaneous webcast in which Ronald Buschur, the Company’s Chief Executive Officer and Kevin Michaels, the Company’s Chief Financial Officer, made a presentation regarding the Company’s financial results for the Company’s second quarter of 2007, ending July 1, 2007. A copy of the transcript of the conference call is attached hereto as Exhibit 99.1 A copy of the press release was previously furnished on a separate Current Report on Form 8-K, dated July 30, 2007.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1 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.

The following exhibit is furnished as part of this report.

(Address of principal executive offices, zip code)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On November 13, 2006 the Compensation Committee of the Board of Directors of Powerwave Technologies, Inc. (the “Company”) adopted the Powerwave Technologies Executive Officer Cash Compensation Plan (“Plan”) for executive officers of the Company. The Plan is intended to increase shareholder value and further the growth and financial success of the Company by offering performance incentives designed to attract, retain, and motivate executive officers of the Company. The Plan has a term of five years and is administered by the Compensation Committee of the Board of Directors of the Company. Under the Plan, an eligible employee may be granted a performance award that is tied to fulfillment of certain performance goals. The Compensation Committee retains the discretion to determine the performance goals for each recipient and the dates of the performance period. In determining the performance goals, the Compensation Committee may select one or more business criteria as performance goals which may be measured on a periodic, annual, cumulative or average basis. All performance awards are paid in cash if the performance goals are fulfilled. The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.58.

(d) Exhibits

The following exhibit is furnished as part of this report.

2

(Address of principal executive offices, zip code)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On November 2, 2006, Powerwave Technologies, Inc. (the “Company”) issued a press release regarding financial results for its third quarter of fiscal 2006, ending October 1, 2006. At 5 pm Eastern Time, the Company held a conference call and simultaneous webcast in which Ronald Buschur, the Company’s Chief Executive Officer and Kevin T. Michaels, the Company’s Chief Financial Officer, made a presentation regarding the Company’s financial results for the Company’s third quarter of 2006, ending October 1, 2006. A copy of the transcript of the conference call is attached hereto as Exhibit 99.1. A copy of the press release was previously furnished on a separate Current Report on Form 8-K, dated November 2, 2006.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1 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.

(d) Exhibits

The following exhibit is furnished as part of this report.

(Address of principal executive offices, zip code)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(Address of principal executive offices, zip code)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Effective September 29, 2006, Powerwave Technologies, Inc., a Delaware corporation (the “Company”) executed a Second Amendment (the “Second Amendment”) to the Rights Agreement dated as of June 1, 2001 as amended on June 19, 2003 (the “Rights Agreement”) between the Company and U.S. Stock Transfer Corporation as Rights Agent. Capitalized terms used but not defined herein shall have the meaning assigned to them in the Rights Agreement.

The Second Amendment provides that Filtronic shall not be deemed an “Acquiring Person” for the purposes of the Rights Agreement (1) upon acquisition of the Company’s Common Stock (or securities convertible into its Common Stock) by Filtronic, plc, a company registered in England and Wales (“Filtronic”) (or its affiliates) pursuant to that certain Agreement relating to the sale and purchase of the whole of the issued share capital of Filtronic (Overseas Holdings) Limited and the business and assets of Filtronic Comtek (UK) Limited entered into by and among Filtronic, Filtronic Comtek (UK) Limited, and the Company dated June 12, 2006 and amended on September 4, 2006 (the “Filtronic Purchase Agreement”), and (2) upon acquisition of additional shares of Common Stock by Filtronic (or its affiliates) other than pursuant to the Filtronic Purchase Agreement if, upon acquisition of such additional shares of Common Stock, Filtronic and its affiliates are not then collectively the holder of 15% or more of the shares of Common Stock then outstanding (including any remaining shares of Common Stock acquired pursuant to the Filtronic Purchase Agreement).

A copy of the Second Amendment is filed as an Exhibit hereto. The original Rights Agreement was filed as Exhibit 2.1 to the Registration Statement on Form 8-A filed with the Securities and Exchange Commission on June 5, 2001. A copy of the Rights Agreement, as amended, is available to stockholders from the Company free of charge upon written request.

This summary description of the Rights, the Rights Agreement and the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement and the Second Amendment, each of which is incorporated herein by this reference.

(d) Exhibits

The following exhibit is furnished as part of this Report:

(Address of principal executive offices, zip code)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On May 8, 2006, the board of directors of Powerwave Technologies, Inc. (the “Company”) approved amendments to the Company’s bylaws, which are effective May 8, 2006. One amendment changes the minimum number of board members on a board committee from two to one. The other amendment provides that the Company will indemnify officers and directors of the Company to the fullest extent allowed by Delaware law to the extent that they are made a party to an action because they were serving as an officer or director of the Company.

(c) Exhibits

The following exhibit is filed as part of this report.

(Address of principal executive offices, zip code)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On May 5, 2006, Powerwave Technologies, Inc. (“Company”) announced that it and Filtronic plc (“Filtronic”) have entered into a period of exclusive negotiations for the disposal of the filter-based transmit receive module and power amplifier businesses of Filtronic’s Wireless Infrastructure Division. There can be no certainty that these negotiations will result in any transaction being completed. The parties will have no further comment until an agreement is reached or the discussions are terminated.

(d) Exhibits

The following exhibit is furnished as part of this report:

(Address of principal executive offices, zip code)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On March 10, 2006, Powerwave Technologies, Inc. (“Powerwave”) entered into an amendment to the Manufacturing Services and Supply Agreement (“Supply Agreement”) between Powerwave and Celestica, Inc. (“Celestica”) dated November 1, 2002. The amendment was entered into as part of the closing of the previously announced acquisition by Celestica of Powerwave’s Philippines manufacturing operations. This acquisition was previously announced on February 9, 2006 and the closing of the transaction occurred on March 10, 2006. Celestica is a third party contract electronics manufacturer and pursuant to the amendment to the Supply Agreement, Celestica was appointed as Powerwave’s preferred manufacturing partner. Also, in the amendment, the term of the Supply Agreement was extended for 5 years, Celestica was granted the right to quote on all of Powerwave’s outsourced electronics manufacturing and Powerwave agreed to generate an agreed level of revenue to Celestica during each year of the term of the Supply Agreement.

The foregoing description of the amendment to the Supply Agreement does not purport to be complete and is qualified in its entirety by reference to the amendment, a copy of which will be filed with Powerwave’s next Quarterly Report on Form 10-Q.

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