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): December 24, 2003
(December 10, 2003)
P-COM, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-25356 59-1834763
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
3175 S. WINCHESTER BOULEVARD, CAMPBELL, CALIFORNIA 95008
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (408) 866-3666
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On December 10, 2003, P-Com, Inc. ("P-Com") consummated its previously
announced acquisition of substantially all of the assets of SPEEDCOM Wireless
Corporation ("SPEEDCOM"), consisting primarily of SPEEDCOM's fixed broadband
equipment business that is commonly known as the Wave Wireless Networking
Division. The consideration for the asset purchase consisted of 63,500,000
shares of P-Com's common stock, which were issued to SPEEDCOM on December 15,
2003.
The acquired assets consist of substantially all of the operating and
other assets of SPEEDCOM and are used in the fixed broadband equipment business.
In addition, certain members of SPEEDCOM's management team and employees were
offered employment with P-Com. P-Com intends to continue to use the acquired
assets consistent with their use prior to the acquisition. The foregoing
description does not purport to be complete and is qualified in its entirety by
reference to the asset purchase agreement, incorporated herein by reference. The
press release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein in its entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. The financial statements
required to be filed in connection with the acquisition were previously
filed as part of P-Com's registration statement on Form S-1 (file no.
333-111405) filed with the Securities and Exchange Commission on
December 19, 2003.
(b) Pro Forma Financial Information. Pro-forma financial information
required to be filed in connection with the acquisition was previously
filed as part of P-Com's registration statement on Form S-1 (file no.
333-111405) filed with the Securities and Exchange Commission on
December 19, 2003.
(c) Exhibits.
Exhibit
Number Description of Document
2.1 (1) Asset Purchase Agreement, dated as of June 16, 2003, by and between
P-Com, Inc. and SPEEDCOM Wireless Corporation
2.2 (2) Closing Memorandum, dated as of December 10, 2003 by and between
P-Com, Inc. and SPEEDCOM Wireless Corporation.
99.1 News Release of P-Com, Inc., dated December 11, 2003, to announce
the completion of the acquisition of the Wave Wireless Networking
Division of SPEEDCOM Wireless Corporation.
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(1) Incorporated by reference to Exhibit 2.1 to P-Com's Current Report on Form
8-K filed with the Securities and Exchange Commission on June 17, 2003.
(2) Incorporated by reference to Exhibit 10.126 to P-Com's Registration
Statement on Form S-1 (file no. 333-111405) filed with the Securities and
Exchange Commission on December 19, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
P-COM, INC.
By: /s/ Samuel Smookler
-----------------------------------------
Samuel Smookler
President and Chief Executive Officer
Date: December 24, 2003
INDEX OF EXHIBITS
Exhibit
Number Description of Document
2.1 (1) Asset Purchase Agreement, dated as of June 16, 2003, by and between
P-Com, Inc. and SPEEDCOM Wireless Corporation
2.2 (2) Closing Memorandum, dated as of December 10, 2003 by and between
P-Com, Inc. and SPEEDCOM Wireless Corporation.
99.1 News Release of P-Com, Inc., dated December 11, 2003, to announce
the completion of the acquisition of the Wave Wireless Networking
Division of SPEEDCOM Wireless Corporation.
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(1) Incorporated by reference to Exhibit 2.1 to P-Com's Current Report on Form
8-K filed with the Securities and Exchange Commission on June 17, 2003.
(2) Incorporated by reference to Exhibit 10.126 to P-Com's Registration
Statement on Form S-1 (file no. 333-111405) filed with the Securities and
Exchange Commission on December 19, 2003.