6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

Report Of Foreign Private Issuer

Pursuant To Rule 13a-16 Or 15d-16 Of

The Securities Exchange Act Of 1934

FOR THE MONTH OF OCTOBER, 2010

COMMISSION FILE NUMBER:  001-34491

DRAGONWAVE INC.

(Translation of registrant’s name into English)

411 Legget Drive, Suite 600

Ottawa, Ontario, K2K 3C9

Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

oForm 20-F xForm 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

o Yes x No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a

The following exhibits are a Material Change Report and press releases issued by DragonWave Inc.

Exhibit Number	Description
99.1	Material Change Report Under National Instrument 51-102 dated October 15, 2010
99.2	Press Release dated October 18, 2010 – Atlantic Tele-Network, Inc. Signs Master Supply Agreement with DragonWave For Backhaul Products
99.3	Press Release dated October 18, 2010 – The Blue Zone Selects DragonWave Backhaul Solution To Enable Quick, Cost-Effective WiMAX Expansion

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DRAGONWAVE INC.
	(Registrant)
	By:	/s/ Russell Frederick
	Name:	Russell Frederick
	Title:	Chief Financial Officer
Date:   October 18, 2010

3

EX-99.1

Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER
NATIONAL INSTRUMENT 51-102

Item 1. — Name and Address of Company:

DragonWave Inc. (the “Company”)
600 — 411 Legget Drive
Ottawa, Ontario
Canada, K2K 3C9

Item 2. — Date of Material Change:

October 13, 2010

Item 3. — News Release:

A news release with respect to the material change referred to in this report was issued by the Company through Marketwire and filed on the system for electronic document analysis and retrieval (SEDAR) on October 14, 2010.

Item 4. — Summary of Material Change:

On October 13, 2010, Company and two of its wholly-owned subsidiaries entered into a definitive agreement (the “Acquisition Agreement”) with Axerra Networks, Inc. (“Axerra”), certain equityholders of Axerra and Carmel V.C. 2 Ltd, as the representative of the equityholders, with respect to the acquisition (the “Transaction”) of Axerra by the Company and completed the Transaction.

Item 5.1. — Full Description of Material Change:

On October 13, 2010, the Company entered into the Acquisition Agreement with respect to the Transaction and completed the Transaction. The Acquisition Agreement provides that the purchase price payable for the acquisition of Axerra is (i) US$9,500,000, which was paid in cash at the closing time, and (ii) a possible payment of up to US$15,500,000, payable in cash or common shares of the Company, subject to applicable securities laws, at the option of the Company, based on the achievement of certain revenue growth targets. The Transaction was completed pursuant to merger between Axerra and an indirect wholly-owned subsidiary of the Company, effected under the Delaware General Corporation Law. The Transaction adds Axerra’s pseudowire product portfolio to the Company’s existing suite of packet microwave products.

Item 6. — Reliance on Subsection 7.1(2) of National Instrument 51-102:

N/A

Item 7. — Omitted Information:

N/A

Item 8. — Executive Officer:

Inquiries in respect of the material change referred to herein may be made to:

Russell Frederick, Chief Financial Officer, (613) 599-9991, ext 2253

Item 9. — Date of Report:

October 15, 2010

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EX-99.2

Exhibit 99.2

 

FOR IMMEDIATE RELEASE

ATLANTIC TELE-NETWORK, INC. SIGNS MASTER SUPPLY AGREEMENT WITH DRAGONWAVE FOR BACKHAUL PRODUCTS

Horizon Products Selected to Provide Packet Microwave and Pseudowire Backhaul for ATN family of operating entities

Ottawa, Canada, October 18, 2010 - DragonWave Inc. (TSX: DWI; NASDAQ: DRWI) a leading global supplier of packet microwave radio systems for mobile and access networks, today announced that Atlantic Tele-Network, Inc. (NASDAQ: ATNI) has completed a Master Purchase Agreement to purchase DragonWave’s Horizon products to support its current operations in North America, Bermuda and the Caribbean.

Atlantic Tele-Network, Inc. (ATN) intends to use DragonWave’s Horizon Compact and Horizon Quantum products to offer backhaul solutions that will deliver high capacity packet microwave and pseudowire backhaul to support ATN’s existing 2G, 3G and 4G networks.

“The robust capacity of the Horizon Quantum and the agility of the all-outdoor Horizon Compact gives us confidence that we have the necessary backhaul solutions to support our networks,” said Jim Fredrickson, Vice President of Networks of Atlantic Tele-Network. “These products will continue to support both our legacy TDM cellular equipment, as well as our next generation IP networks through the use of DragonWave’s pseudowire architecture,” Mr. Fredrickson added.

ATN provides wireless and other telecommunications services primarily to underserved or niche markets through its operating subsidiaries including Alltel, Commnet, Sovernet and ION in the United States; CellularOne in Bermuda, and GT&T, Choice Communications and Islandcom Wireless in the Caribbean.

“We have developed a full suite of packet based backhaul solutions that have successfully enabled service providers around the globe to undertake rapid, cost-effective expansion of geographic market coverage,” said Peter Allen, President and CEO, DragonWave. “We are excited to be able to work closely with ATN and their operating companies to construct scalable and cost effective networks that will service their needs of today as well as for the future.”

“Future Technologies Venture, LLC is honored to be associated with this strategic relationship between DragonWave and Atlantic Tele-Network. We are confident that with DragonWave’s complete solutions offering, it will effectively support all the different types of applications and project scenarios that ATN has to offer,” said Peter Cappiello, VP of Business Development of Future Technologies Venture, LLC.

Atlantic Tele-Network

Atlantic Tele-Network, Inc., headquartered in Beverly, Massachusetts, provides telecommunications services to rural, niche and other under-served markets and geographies in the United States, Bermuda and the Caribbean. Through its operating subsidiaries, it provides

both wireless and wireline connectivity to residential and business customers, including a range of mobile wireless solutions, local exchange services and broadband internet services and is the owner and operator of terrestrial and submarine fiber optic transport systems. For more information, please visit www.atni.com.

About Future Technologies, LLC

Future Technologies is a professional services company specializing in the assessment, planning, design, implementation, and support of innovative communications solutions focused on wireless infrastructures and their accompanying technologies for commercial and military customers around the world. Maintaining a strong concentration on emerging standards such as 4G technologies; which include WiMAX (Fixed and Mobile) and LTE (Long Term Evolution) products, as well as established cellular (EVDO, GSM, and CDMA) and Fixed Wireless Backhaul solutions, Future Technologies consistently distinguishes itself as an industry expert in all aspects of customer network evolution. Future Technologies is headquartered in Atlanta, GA. www.futuretechllc.com

About DragonWave

DragonWave® is a leading provider of high-capacity packet microwave solutions that drive next-generation IP networks. DragonWave’s carrier-grade point-to-point packet microwave systems transmit broadband voice, video and data, enabling service providers, government agencies, enterprises and other organizations to meet their increasing bandwidth requirements rapidly and affordably. The principal application of DragonWave’s products is wireless network backhaul. Additional solutions include leased line replacement, last mile fiber extension and enterprise networks. DragonWave’s corporate headquarters is located in Ottawa, Ontario, with sales locations in Europe, Asia, the Middle East and North America. For more information, visit http://www.dragonwaveinc.com.

DragonWave® and Horizon® are registered trademarks of DragonWave Inc.

Forward-Looking Statements

Certain statements in this release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include statements as to DragonWave’s growth opportunities and the potential benefits of, and demand for, DragonWave’s products. These statements are subject to certain assumptions, risks and uncertainties, including our view of the relative position of DragonWave’s products compared to competitive offerings in the industry. Readers are cautioned not to place undue reliance on such statements. DragonWave’s actual results, performance, achievements and developments may differ materially from the results, performance, achievements or developments expressed or implied by such statements. Risk factors that may cause the actual results, performance, achievements or developments of DragonWave to differ materially from the results, performance, achievements or developments expressed or implied by such statements can be found in the public documents filed by DragonWave with U.S. and Canadian securities regulatory authorities. DragonWave assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.

Contacts

Nadine Kittle	John Lawlor	Becky Obbema
Marketing Communications	VP Investor Relations	Interprose Public Relations
DragonWave Inc.	DragonWave Inc.	(for DragonWave)
nkittle@dragonwaveinc.com	jlawlor@dragonwaveinc.com	Becky.Obbema@interprosepr.com
Tel: 613-599-9991 ext 2262	Tel: 613-895-7000	Tel: (408) 778-2024

EX-99.3

Exhibit 99.3

 

FOR IMMEDIATE RELEASE

THE BLUE ZONE SELECTS DRAGONWAVE BACKHAUL SOLUTION TO ENABLE QUICK, COST-EFFECTIVE WIMAX EXPANSION

The Blue Zone, in Collaboration with Waseela, is Deploying Horizon Compact Packet Microwave for its Jordan Network Rollout

Ottawa, Canada, October 18, 2010 - DragonWave Inc. (TSX: DWI; NASDAQ: DRWI) a leading global supplier of packet microwave radio systems for mobile and access networks, today announced that The Blue Zone™, a fixed wireless provider in the Middle East and North America, has selected DragonWave’s Horizon Compact to enable quick, cost-effective WiMAX service expansion to business and residential customers across Jordan. The DragonWave solution will deliver low-latency microwave backhaul at speeds reaching 200 Mbps.

“The Horizon Compact is a key element in our growth strategy,” said Ahmed El-Mahdawy, Chief Executive Officer for The Blue Zone. “It offers industry-leading levels of backhaul scalability, throughput, latency and spectral efficiency that will enable us to cost-effectively provide our customers with state-of-the-art offerings. Also, DragonWave’s rugged solution will enable us to rapidly turn up reliable, high-quality services even in the most challenging environments, such as Jordan’s deserts, and then easily and dynamically upgrade speeds as business opportunities dictate.”

The Blue Zone has contracted with Waseela (DragonWave’s Regional Reseller) to deliver the Horizon Compact for at least 100 backhaul links at 15 and 23 GHz in Jordan by the end of 2010. The Blue Zone has also contracted with Waseela to perform planning and designing of the backhaul network with assistance from DragonWave’s network planning services. Services are being introduced first in Jordan’s capital, Amman, and other cities and will be extended gradually into rural areas. The Horizon Compact is a compact, all-outdoor chassis that integrates traditional split indoor modem and outdoor radio functionality. This unique design, simplified operations and software-upgradeability all contribute to improved total lifecycle costs for backhaul as The Blue Zone adds subscribers, services and markets.

“The Blue Zone is introducing unprecedented services in their markets, and our solution will help them do so quickly and cost-effectively,” said Peter Allen, President and Chief Executive Officer of DragonWave. “A unique combination of unparalleled performance, inherent flexibility and low total cost of ownership continues to solidify DragonWave’s position as the microwave backhaul provider of choice for next-generation service deployments in diverse markets around the globe. The Horizon Compact is specifically engineered to enable wireless service providers such as The Blue Zone to easily and efficiently adapt as market penetration and service offerings grow.”

Dr. Samer Taha, Chief Executive Officer of Waseela, said that the selection of DragonWave packet microwave solution into Waseela’s portfolio of suppliers was perfectly aligned with

Waseela’s strategy of promoting all-IP and efficient broadband wireless networks for the Middle East Region. The Blue Zone as a Next-Generation Greenfield broadband wireless operator in Jordan quickly realized the synergies with Waseela and contracted with it for the planning and delivery of the packet microwave solution, Dr. Samer added.

DragonWave Horizon products operate in both licensed and unlicensed radio frequencies between 6 and 38 GHz. An uncompromised product design delivers pure “packet” microwave performance with software scalable, ultra-low latency transport of up to 4 Gbps per link. Extremely easy to deploy and manage, DragonWave products deliver carrier-grade (99.999%) interference-free performance in next-generation IP networks.

About The Blue Zone

The Blue Zone™ is a leading fixed wireless deployer in the US with a strategic interest in the MENA region, where it has already established a presence. The Blue Zone’s approach of standards-based solutions has unmatched flexibility, upgradeability and functionality. Implementing cost-effective, carrier-grade converged wireless solutions makes The Blue Zone one of the most dynamic innovators in the market today. The Blue Zone Jordan™ solution currently supports 5 GHz configurations with support for all up-coming WiMAX deployments. In June 2008, the company won a FBWA license, placing The Blue Zone Jordan at the forefront of exciting opportunities inside the Hashemite Kingdom of Jordan. We are proud to announce that currently our WiMAX network and microwave coverage spans three of Jordan’s largest population centers, namely Amman, Irbed and Zarqa. http://www.bluezonejordan.com

About DragonWave

DragonWave® is a leading provider of high-capacity packet microwave solutions that drive next-generation IP networks. DragonWave’s carrier-grade point-to-point packet microwave systems transmit broadband voice, video and data, enabling service providers, government agencies, enterprises and other organizations to meet their increasing bandwidth requirements rapidly and affordably. The principal application of DragonWave’s products is wireless network backhaul. Additional solutions include leased line replacement, last mile fiber extension and enterprise networks. DragonWave’s corporate headquarters is located in Ottawa, Ontario, with sales locations in Europe, Asia, the Middle East and North America. For more information, visit http://www.dragonwaveinc.com.

DragonWave® and Horizon® are registered trademarks of DragonWave Inc.

About Waseela

Waseela is a leading regional system integrator and provider of professional and managed services for telecom operators. Waseela is a regional reseller and strategic partner of several internationally leading telecom suppliers mainly in the field of advanced broadband wireless solutions. Waseela is headquartered in Amman – Jordan, with regional offices in Dubai – UAE, Riyadh – KSA, Dammam – KSA and Jeddah – KSA. Waseela is a subsidiary of Dar Al Hai, a regional trading and investment Company with turnover of more than $324 Million in 2009. http://www.waseela-net.com

Forward-Looking Statements

Certain statements in this release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include statements as to DragonWave’s growth opportunities and the potential benefits of, and demand for, DragonWave’s products. These statements are subject to certain assumptions, risks and uncertainties, including our view of the relative position of DragonWave’s products compared to competitive offerings in the

industry. Readers are cautioned not to place undue reliance on such statements. DragonWave’s actual results, performance, achievements and developments may differ materially from the results, performance, achievements or developments expressed or implied by such statements. Risk factors that may cause the actual results, performance, achievements or developments of DragonWave to differ materially from the results, performance, achievements or developments expressed or implied by such statements can be found in the public documents filed by DragonWave with U.S. and Canadian securities regulatory authorities. DragonWave assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.

Media Contacts

Nadine Kittle	John Lawlor	Becky Obbema
Marketing Communications	VP Investor Relations	Interprose Public Relations
DragonWave Inc.	DragonWave Inc.	(for DragonWave)
nkittle@dragonwaveinc.com	jlawlor@dragonwaveinc.com	Becky.Obbema@interprosepr.com
Tel: 613-599-9991 ext 2262	Tel: 613-599-9991 ext 2252	Tel: (408) 778-2024