-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HBXVB2yVEwklx9OZgXTqaWC9eL05PfcK/vs6lVZmiRJbNgH6DiXkPQXNrMS50DW/ RjhreE27GaB7BRp8DEcf8w== 0000905718-06-000163.txt : 20060526 0000905718-06-000163.hdr.sgml : 20060526 20060526133832 ACCESSION NUMBER: 0000905718-06-000163 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060526 DATE AS OF CHANGE: 20060526 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POWERWAVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001023362 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 112723423 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49637 FILM NUMBER: 06869918 BUSINESS ADDRESS: STREET 1: 1801 E. ST. ANDREW PLACE CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 7144661000 MAIL ADDRESS: STREET 1: POWERWAVE TECHNOLOGIES INC STREET 2: 1801 E. ST. ANDREW PLACE CITY: SANTA ANA STATE: CA ZIP: 92705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cohodes Marc C CENTRAL INDEX KEY: 0000829882 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 45 ROCKEFELLER PL CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 973-467-7600 MAIL ADDRESS: STREET 1: C/O COPPER RIVER MANAGEMENT, L.L.C. STREET 2: 374 MILLBURN AVENUE, SUITE 205E CITY: MILLBURN STATE: NJ ZIP: 07041 FORMER COMPANY: FORMER CONFORMED NAME: COHODES MARC C DATE OF NAME CHANGE: 19990326 SC 13G 1 powerwv13g.txt SC13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Powerwave Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.0001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 739363109 - -------------------------------------------------------------------------------- (CUSIP Number) May 22, 2006 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 739363109 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Marc C. Cohodes - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With: (5) Sole Voting Power: 5,715,043* ------------------------------------ (6) Shared Voting Power: 0 ------------------------------------ (7) Sole Dispositive Power: 5,715,043* ------------------------------------ (8) Shared Dispositive Power: 0 ------------------------------------ - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 5,715,043* - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): N/A - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 5.1%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- *As of May 22, 2006, Copper River Partners, L.P., a New York limited partnership ("Copper River"), and Compass Holdings, Ltd., a corporation organized under the International Business Companies Ordinance of the British Virgin Islands ("Compass Holdings", together with Copper River, the "Funds"), held in the aggregate 5,715,043 shares of Powerwave Technologies, Inc. common stock, par value $0.0001 per share (the "Common Stock"). Marc C. Cohodes by virtue of his position as (i) a managing partner of Copper River and (ii) the managing member of Copper River Management, L.L.C., the investment advisor to Compass Holdings, possesses the sole power to vote and the sole power to direct the disposition of all shares of Common Stock held by the Funds. Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Cohodes, as of May 22, 2006, is deemed to beneficially own 5,715,043 shares of Common Stock, or 5.1% of those shares of Common Stock deemed issued and outstanding. Item 1(a). Name Of Issuer: Powerwave Technologies, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 1801 E. St. Andrew Place, Santa Ana, CA 92705 Item 2(a). Name of Person Filing: Marc C. Cohodes Item 2(b). Address of Principal Business Office or, if None, Residence: c/o Copper River Management, L.L.C., 374 Millburn Avenue, Suite 205E, Millburn, New Jersey 07041 Item 2(c). Citizenship: United States Item 2(d). Title of Class of Securities: Common Stock, par value $0.0001 per share Item 2(e). CUSIP No.: 739363109 Item 3. If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a: Not Applicable. Item 4. Ownership (a) Amount Beneficially Owned (as of May 22, 2006): 5,715,043* (b) Percent of Class (as of May 22, 2006): 5.1%* (c) Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote 5,715,043* (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 5,715,043* (iv) Shared power to dispose or to direct the disposition of 0 *As of May 22, 2006, Copper River Partners, L.P., a New York limited partnership ("Copper River"), and Compass Holdings, Ltd., a corporation organized under the International Business Companies Ordinance of the British Virgin Islands ("Compass Holdings", together with Copper River, the "Funds"), held in the aggregate 5,715,043 shares of Powerwave Technologies, Inc. common stock, par value $0.0001 per share (the "Common Stock"). Marc C. Cohodes by virtue of his position as (i) a managing partner of Copper River and (ii) the managing member of Copper River Management, L.L.C., the investment advisor to Compass Holdings, possesses the sole power to vote and the sole power to direct the disposition of all shares of Common Stock held by the Funds. Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Cohodes, as of May 22, 2006, is deemed to beneficially own 5,715,043 shares of Common Stock, or 5.1% of those shares of Common Stock deemed issued and outstanding. Item 5. Ownership of Five Percent or Less of a Class Not Applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not Applicable. Item 8. Identification and Classification of Members of the Group Not Applicable. Item 9. Notice of Dissolution of Group Not Applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 26, 2006 /s/ Marc C. Cohodes --------------------------------- Marc C. Cohodes, as a managing partner of Copper River Partners, L.P. and the managing member of Copper River Management, L.L.C. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----