===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO _______
Commission File Number: 0-25356
P-COM, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 77-0289371
(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
3175 S. WINCHESTER BOULEVARD, CAMPBELL, CALIFORNIA 95008
(408) 866-3666
(Address and Telephone Number of Principal Executive Offices)
Securities registered pursuant to Section 12(b)of the Act:
Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.0001 PAR VALUE
PREFERRED STOCK PURCHASE RIGHTS
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. YES [X] NO [ ]
Indicate by check mark whether the registrant is an accelerated filer as defined
in the Exchange Act Rule 12b-2. YES [ ] NO [X]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $3,916,587 (based upon the price the Registrant's
Common Stock was sold in June 30, 2003). Shares of Common Stock held by each
executive officer, director and holder of 5% or more of the outstanding Common
Stock have been excluded in that such persons may be deemed to be affiliates.
This determination of affiliate status is not necessarily a conclusive
determination for other purposes. Effective March 10, 2003, the Registrant's
Common Stock were delisted from the Nasdaq SmallCap Market and commenced trading
electronically on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc.
On November 3, 2003, approximately 43,517,644 shares of the registrant's Common
Stock, $0.0001 par value, were outstanding.
PART II
Item 9A. CONTROLS AND PROCEDURES.
As of the end of the period ended December 31, 2002 the Company's
management, including its chief executive officer and chief financial officer,
has evaluated the effectiveness of the Company's disclosure controls and
procedures, as such term is defined in Rule 13a-15(e) promulgated under the
Securities and Exchange Act of 1934, as amended. Based on that evaluation, the
Company's chief executive officer and chief financial officer concluded that the
Company's disclosure controls and procedures were effective as of December 31,
2002 to ensure that information required to be disclosed by the Company in
reports that it files or submits under the Securities and Exchange Act of 1934
is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K.
(a) Exhibits
31.1 Certification of Principal Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Principal Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
P-Com, Inc.
By: /s/ Sam Smookler
---------------------------------
Sam Smookler
President and Chief Executive Officer
By: /s/ Daniel W. Rumsey
---------------------------------
Daniel W. Rumsey
Acting Chief Executive Officer
Date: November 3, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
President, Chief Executive
Officer and Director
/S/ Sam Smookler (Principal Executive Officer) November 3, 2003
--------------------------------------------------
Sam Smookler
Vice President and
Acting Chief Financial Officer
(Principal Financial Officer and Principal
/s/ Daniel W. Rumsey Accounting Officer) November 3, 2003
--------------------------------------------------
Daniel W. Rumsey
/s/ George P. Roberts Chairman of the Board of Directors November 3, 2003
--------------------------------------------------
George P. Roberts
/s/ Brian T. Josling Director of the Company November 3, 2003
--------------------------------------------------
Brian T. Josling
/s/ John A. Hawkins Director of the Company November 3, 2003
--------------------------------------------------
John A. Hawkins
/s/ Frederick R. Fromm Director of the Company November 3, 2003
--------------------------------------------------
Frederick R. Fromm