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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
DECEMBER 22, 2003 (DECEMBER 19, 2003)
COMMISSION FILE NUMBER 0-25356
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P-COM, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 77-0289371
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
3175 S. WINCHESTER BOULEVARD
CAMPBELL, CA 95008
(408) 866-3666
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
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Item 5. Other Events and Regulation FD Disclosure.
On December 19, 2003, P-Com, Inc. issued a press release announcing that it had
raised approximately $2.8 million through the issuance of additional Series C
Convertible Preferred Stock and Warrants. Additionally, P-Com announced the
elimination of $3 million in debt acquired in connection with the acquisition of
the Wave Wireless Networking division of SPEEDCOM Wireless Corporation. P-Com
exchanged $2 million of the debt for $2 million in Series D Convertible
Preferred Stock of P-Com and retired the remaining $1 million in debt with a
payment of $750,000. The press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein in its entirety.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following materials are filed as exhibits to this Current
Report on Form 8-K:
Exhibit 3.1 Certificate of Designation, Preferences and
Rights of Series D Convertible Preferred Stock of
P-Com, Inc., as filed with the Delaware Secretary of
State on December 15, 2003
Exhibit 4.1 Certificate of Designation, Preferences and
Rights of Series C Convertible Preferred Stock of
P-Com, Inc., as filed with the Delaware Secretary of
State on September 24, 2003
Exhibit 10.1 Form of Securities Purchase Agreement, dated
October 3, 2003, by and among P-Com, Inc. and certain
signatory investors thereto
Exhibit 10.2 Form of Registration Rights Agreement, dated October 3,
2003, by and among P-Com, Inc. and certain
signatory investors thereto
Exhibit 10.3 Form of Series C-1 Warrant
Exhibit 10.4 Form of Series C-2 Warrant
Exhibit 10.5 Form of Joinder Agreement, dated December 16, 2003,
by and among P-Com, Inc. and certain signatory
investors thereto
Exhibit 99.1 News Release of P-Com, Inc., dated December 19,
2003, to report the completion of approximately a
$2.8 million private placement of Series C Preferred
Stock and the elimination of $3 million in debt.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
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
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Sam Smookler
President and Chief Executive Officer
Date: December 22, 2003
EXHIBIT INDEX
Exhibit No.
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Exhibit 3.1 Certificate of Designation, Preferences and Rights of Series D
Convertible Preferred Stock of P-Com, Inc., as filed with the
Delaware Secretary of State on December 15, 2003. (1)
Exhibit 4.1 Certificate of Designation, Preferences and Rights of Series C
Convertible Preferred Stock of P-Com, Inc., as filed with the
Delaware Secretary of State on September 24, 2003 (2)
Exhibit 10.1 Form of Securities Purchase Agreement, dated October 3, 2003, by
and among P-Com, Inc. and certain investors signatory thereto. (2)
Exhibit 10.2 Form of Registration Rights Agreement, dated October 3, 2003, by
and among P-Com, Inc. and certain investors signatory thereto. (2)
Exhibit 10.3 Form of Series C-1 Warrant. (2)
Exhibit 10.4 Form of Series C-2 Warrant. (2)
Exhibit 10.5 Form of Joinder Agreement, dated December 16, 2003, by and among
P-Com, Inc. and certain investors signatory thereto. (3)
Exhibit 99.1 News Release of P-Com, Inc., dated December 19, 2003, to report
the completion of approximately a $2.8 million private placement
of Series C Preferred Stock and the elimination of $3 million in
debt.
(1) Incorporated by reference to Exhibit 3.1J to the Registrant's
Registration Statement on Form S-1 as filed with the
Securities and Exchange Commission on December 19, 2003.
(2) Incorporated by reference to the identically numbered exhibit
to the Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 6, 2003.
(3) Incorporated by reference to Exhibit 10.125 to the
Registrant's Registration Statement on Form S-1 as filed with
the Securities and Exchange Commission on December 19, 2003.