(b) Departure of Director

On October 29, 2012, John L. Clendenin notified the Board of Directors ("Board") of Powerwave Technologies, Inc. (the "Company") that he is retiring from the Board of the Company effective December 17, 2012 and that he will not stand for re-election to the Board at the Company's 2012 Annual Meeting of Shareholders scheduled for December 17, 2012 ("Annual Meeting.")

(a) Amendment to Bylaws

In connection with the decision of John L. Clendenin to not stand for re-election, on October 29, 2012, the Board approved an amendment to the bylaws of the Company (the "Bylaws") to decrease the number of authorized directors from eight to seven. The amendment to the Bylaws will be effective on December 17, 2012, the date of the Company's Annual Meeting. The Bylaws provide that the number of directors may be increased or decreased from time to time by an amendment to the Bylaws, but that the number of directors shall not be less than four nor more than nine.

The foregoing description of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete amendment to Article III, Section 1 (entitled "Number and Qualification") of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K. A complete copy of the Bylaws, as amended, will be filed as an exhibit to the Company's next periodic report.

(d) Exhibits

The following exhibit is attached to this Current Report on Form 8-K:

      Exhibit
      Number    Description

      3.1       Amendment to Article III, Section 1 of the Company's Bylaws.