UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1627, 2012

POWERWAVE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-21507	11-2723423
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(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

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))

ITEM 8 3.01 ~~OTHER~~NOTICE ~~EVENTS~~OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

On November 27, 2012, Powerwave Technologies, Inc., a Delaware corporation (the “Company”), isreceived ~~providing~~a ~~updated~~letter ~~consolidated~~from ~~financial~~The ~~statements~~NASDAQ asOMX Group of(“NASDAQ”) ~~January~~notifying the Company that it fails to comply with NASDAQ Listing Rule 1,5450(b)(3)(C) because ~~2012~~the ~~for~~market ~~each~~value of publicly held shares of the ~~three~~Company’s ~~years~~common instock has fallen below the minimum $15,000,000 requirement for continued listing for a period ~~ended January~~of at least 30 1,consecutive ~~2012~~business (days. The NASDAQ letter has no immediate effect on the ~~“Consolidated~~listing ~~Financial~~of ~~Statements~~the Company’s common stock.”)

In accordance with NASDAQ Listing Rule 5810(c)(3)(D), the Company’s ~~unaudited~~has ~~consolidated financial~~a ~~statements~~period ~~included~~of in180 calendar ~~its~~days, ~~Quarterly~~or ~~Report~~until onMay 28, ~~Form~~2013, ~~10-Q~~to ~~for~~regain compliance with the ~~quarter~~minimum ~~ended~~market ~~September~~value of publicly held shares rule. ~~30,~~If ~~2012~~at ~~(filed~~any ontime ~~November~~before May 928, ~~2012)~~2013, the ~~Company~~market ~~disclosed~~value ~~certain~~of ~~conditions~~publicly ~~subsequent~~held toshares ~~2011~~of the Company’s common stock is $15,000,000 ~~including~~for ~~significant~~a ~~negative~~minimum ~~cash~~of ~~flows~~10 consecutive ~~from~~business ~~operations~~days, ~~declining~~the ~~revenue~~Company ~~and~~will ~~cash~~regain ~~expenses~~compliance ~~from~~with ~~restructuring~~the ~~activities~~market ~~that~~value ~~raises~~of ~~substantial~~publicly ~~doubt~~held ~~about~~shares ~~its~~rule, ~~ability~~subject to ~~continue~~NASDAQ’s asdiscretion to increase this time period. If compliance with the market value of publicly held shares rule cannot be demonstrated by May 28, 2013, NASDAQ will issue a ~~going~~Staff ~~concern~~Delisting Determination Letter and the Company’s common stock will be subject to delisting from The Nasdaq Global Select Market.

~~The~~In ~~updated~~the ~~Consolidated~~event ~~Financial~~that ~~Statements~~the ~~attached~~Company toreceives ~~this~~a ~~Current~~NASDAQ ~~Report~~Staff ~~include~~Delisting ~~the~~Determination ~~following~~Letter, ~~changes:~~NASDAQ ~~(i)~~rules ~~The~~permit ~~information included in “Note 19 – Subsequent Event” has been added to~~ the Company’s ~~Annual~~to ~~Report~~appeal onany ~~Form~~delisting determination ~~10-K~~to ~~filed~~a onNASDAQ ~~February~~Hearings Panel. 28Alternatively, ~~2012~~NASDAQ ~~related~~may topermit the Company’s ~~ability~~ to ~~continue~~transfer asits acommon ~~going~~stock ~~concern;~~to ~~and~~The ~~(ii) Deloitte &~~NASDAQ ~~Touche~~Capital ~~LLP~~Market if, ~~the~~at ~~Company’s~~that ~~independent registered public accounting firm~~time, ~~reissued~~it ~~its~~satisfies ~~report~~the ~~and~~requirements ~~included~~for aninitial ~~explanatory~~inclusion ~~paragraph~~set ~~related~~forth toin ~~the~~NASDAQ ~~Company’s~~Listing Rule ~~ability to continue as a going concern~~5505. ~~The~~If ~~updated~~its ~~Consolidated~~application ~~Financial~~for ~~Statements~~transfer ~~are~~is ~~not~~approved, ~~being~~the ~~filed~~Company aswould ahave ~~result of~~ an ~~error~~additional in180 ~~the Company’s~~calendar ~~previously~~days ~~filed~~to ~~financial~~comply ~~statements~~with ~~and~~NASDAQ noListing ~~other~~Rule ~~changes~~5450(b)(3)(C) orin ~~modifications~~order ~~have~~to ~~been~~remain ~~made~~on toThe ~~the~~NASDAQ ~~Consolidated~~Capital ~~Financial Statements~~Market.

~~ITEM~~As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 920, 2012, the Company received a letter from NASDAQ notifying the Company that it failed to comply with NASDAQ Listing Rule 5450(a)(1) because the bid price of the Company’s common stock closed below $1.0100 ~~FINANCIAL~~for ~~STATEMENTS~~30 ~~AND~~consecutive ~~EXHIBITS~~business days prior to June 15, 2012.

~~(a)~~The ~~Not~~Company ~~applicable~~will continue to monitor both the bid price for its common stock and the market value of publicly held shares of its common stock, and will continue to assess the various alternatives available to it to allow it to regain compliance with the minimum bid price rule and the market value of publicly held shares rule.

(b) Not applicable

(d) Exhibits

The following exhibits are furnished as part of this report.

ExhibitNumber		Description
23.1		Updated Consent of Independent Registered Public Accounting Firm.
99.1		Updated Report of Independent Registered Public Accounting Firm and Consolidated Financial Statements of the Company.

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 hereunto duly authorized.

EXHIBIT INDEX

ExhibitNumber		Description
23.1		Updated Consent of Independent Registered Public Accounting Firm.
99.1		Updated Report of Independent Registered Public Accounting Firm, Consolidated Financial Statements and Financial Statement Schedule of the Company.

Date: November 16, 2012

POWERWAVE TECHNOLOGIES, INC

POWERWAVE TECHNOLOGIES, INC

/s/ Kevin T. Michaels

Date: November 30, 2012

/s/ Kevin T. Michaels

Kevin T. Michaels

Chief Financial Officer

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