Form 6-K DRAGONWAVE INC For: Feb 02

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 JANUARY 2016

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)

The following exhibits are issued by DragonWave Inc.:

2

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.

3

Exhibit 99.1

FOR IMMEDIATE RELEASE

DragonWave Provides Update on Share Consolidation

Ottawa, Canada, February 2, 2016 - DragonWave Inc. (TSX: DWI; NASDAQ: DRWI), a leading global supplier of packet microwave radio systems for mobile and access networks, confirmed today the consolidation (the “Consolidation”) of its common shares (“Common Shares”) on the basis of twenty-five (25) pre-Consolidation shares for one (1) post-Consolidation share.

The Common Shares will commence trading on the NASDAQ Stock Market (“NASDAQ”) and the Toronto Stock Exchange (the “TSX”) on a consolidated basis at the opening of markets on February 4, 2016 under its current NASDAQ and TSX trading symbols, “DRWI” and “DWI”, respectively, under the new post-Consolidation CUSIP and ISIN numbers of 26144M400 and ISINCA26144M4002, respectively.

The Consolidation will reduce the number of outstanding Common Shares from 75,493,513 to 3,019,717. Proportionate adjustments will be made to the Company’s outstanding warrants, stock options and restricted share units. No fractional common shares will be issued pursuant to the Consolidation and any fractional shares that would have otherwise been issued will be rounded down to the nearest whole number.

Registered holders of Common Shares have received letters of transmittal with respect to the Consolidation, which were mailed with the Management Proxy Circular on or about December 21, 2015. The Consolidation is now effective and registered shareholders should surrender their existing share certificates (representing pre-Consolidation Common Shares) for replacement share certificates (representing post-Consolidation Common Shares). Until surrendered, each existing share certificate will be deemed, for all purposes, to represent the number of Common Shares to which the holder thereof is entitled as a result of the Consolidation.

Registered shareholders can obtain copies of the letter of transmittal by contacting DragonWave’s transfer agent, Computershare Investor Services Inc. or under DragonWave’s profile on SEDAR at www.sedar.com.

Shareholders who hold their shares through their broker or other intermediary and do not have actual share certificates/DRS Advices registered in their name will not be required to complete and return a letter of transmittal. Any pre-Consolidation shares owned by such shareholders will automatically be adjusted as a result of the

Consolidation to reflect the applicable number of post-Consolidation shares owned by them and no further action is required to be taken by such shareholders.

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

Forward-Looking Statements

This document includes forward-looking statements, including forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to the anticipated date on which the post-Consolidation Common Shares will begin trading on NASDAQ and the TSX, and other statements which are not historical facts. When used in this document, the words such as “could,” “plan,” ““estimate,” “expect,” “intend,” “may,” “potential,” “should,” and similar expressions relating to matters that are not historical facts are forward-looking statements. Although DragonWave believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include the potential trading of the post-Consolidation Common Shares on NASDAQ or the TSX will be delayed and other risks disclosed 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.

Exhibit 99.2

FORM 51-102F3
MATERIAL CHANGE REPORT

1.                                      NAME AND ADDRESS OF COMPANY

DragonWave Inc. (the “Company”)
411 Legget Drive, Suite 600
Kanata, Ontario
K2K 3C9

2.                                      DATE OF MATERIAL CHANGE

February 2, 2016

3.                                      NEWS RELEASE

The news release was issued on February 2, 2016 and was disseminated through the facilities of recognized newswire services. A copy of the news release was filed on SEDAR.

4.                                      SUMMARY OF MATERIAL CHANGE

On January 26, 2016, the Company’s shareholders approved a special resolution authorizing an amendment to the Company’s articles of incorporation to consolidate its issued and outstanding common shares (the “Share Consolidation”). On January 26, 2016, the Company’s board of directors determined to proceed with the Share Consolidation based on a ratio of twenty five (25) old common shares for one (1) new common share.

The Share Consolidation took effect as of February 2, 2016. Prior to the Share Consolidation taking effect, there were approximately 75.49 million common shares outstanding. As a result of the Share Consolidation, there are now approximately 3.02 million common shares outstanding.

The post-Share Consolidation common shares will commence trading on the NASDAQ Stock Market (“NASDAQ”) and the Toronto Stock Exchange (the “TSX”) on a consolidated basis at the opening of markets on February 4, 2016.

5.                                      FULL DESCRIPTION OF MATERIAL CHANGE

At a special meeting held on January 26, 2016, the Company’s shareholders approved a special resolution authorizing an amendment to the Company’s articles of incorporation to consolidate its issued and outstanding common shares. The special resolution approving the Share Consolidation authorized the Company’s board of directors to fix a Share Consolidation ratio within a range between fifteen (15) old common shares for one (1) new common share and twenty-five (25) old common shares for one (1) new common share. On January 26, 2016, the Company’s board of directors determined to proceed with the Share Consolidation based on a ratio of twenty five (25) old common shares for one (1) new common share.

The Share Consolidation took effect as of February 2, 2016. Prior to the Share Consolidation taking effect, there were approximately 75.49 million common shares outstanding. As a result of the Share Consolidation, there are now approximately 3.02 million common shares outstanding.

Any fractional common shares created as a result of the Share Consolidation were rounded down to the nearest whole number. The number of common shares issuable and the exercise price of all outstanding incentive stock options were adjusted downward and upward, respectively, based on the Share Consolidation ratio. The number of common share issuable and exercise price of all of the outstanding warrants were adjusted downward and upward, respectively, based on the Share Consolidation ratio. The number of common shares issuable upon the vesting of outstanding restricted share units was similarly adjusted downward.

The post-Share Consolidation common shares will commence trading on the NASDAQ and the TSX on a consolidated basis at the opening of markets on February 4, 2016 under its current NASDAQ and TSX trading symbols, “DRWI” and “DWI”, respectively, under the new post-Consolidation CUSIP and ISIN numbers of 26144M400 and ISINCA26144M4002, respectively.

6.                                      RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

Not applicable.

7.                                      OMITTED INFORMATION

No information has been intentionally omitted from this form.

8.                                      EXECUTIVE OFFICER

The name and business number of the executive officer of the Company who is knowledgeable of the material change and this report is:

Patrick Houston
Chief Financial Officer

Telephone: 1 (613) 599-9991, ext 2278

9.                                      DATE OF REPORT

February 2, 2016.

Exhibit 99.3