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) JUNE 29, 2004 (JUNE 25, 2004)
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)
Item 5. Other Events and Regulation FD Disclosure.
On Monday, June 28, 2004, P-Com, Inc. (the "Company") issued a press release
announcing the consummation of a special offer to holders of its existing Series
A, B, C-1 and C-2 Warrants (the "Special Warrant Offer"), resulting in proceeds
to the Company of approximately $2.3 million.
Under the terms of the Special Warrant Offer, for a period of 15 days ending
June 25, 2004, the Company temporarily lowered the exercise price of its issued
and outstanding Series A, B, and C-2 Warrants to $.05 per share. The exercise
prices of the Series A, B and C-2 Warrants prior to the Special Warrant Offer,
and following its conclusion, are $0.12, $0.20, and $0.18, respectively. In
order to exercise the Series C-2 Warrants at the reduced exercise price of $0.05
per share, the holders of these warrants were required to exercise the same
number of Series C-1 Warrants via a cashless exercise provision whereby the
holder received one share of the Company's common stock for every two Series C-1
Warrants exercised. The participating holders of the Series A and B warrants
were allowed to exercise up to one-half of their warrants at the reduced
exercise price of $0.05 per share if they also exercised the remaining half of
their warrants via a cashless exercise provision whereby the holder received one
share of the Company's common stock for every two warrants exercised.
At the conclusion of the Special Warrant Offer, Series A Warrants to purchase
approximately 3.7 million shares, Series B Warrants to purchase approximately
5.1 million shares, Series C-1 Warrants to purchase approximately 42.0 million
shares and Series C-2 Warrants to purchase approximately 42.0 million shares
remained outstanding. These remaining warrants are currently exercisable in
accordance with their original terms and conditions.
Due to certain exercise limitations contained in the Series A, B, C-1 and C-2
Warrants, certain warrant holders were unable to participate in the Special
Warrant Offer. These holders have accepted promissory notes issued by the
Company that will be cancelled upon the receipt of stockholder approval to
remove the warrant exercise limitations. Upon the receipt of stockholder
approval, the warrant holders to whom the promissory notes were issued will
fully exercise their warrants and pay the corresponding exercise price by
canceling P-Com's obligations under the promissory notes. As a result, there
will be no remaining Series A or Series B Warrants outstanding, and Series C-1
Warrants to purchase approximately 22.0 million shares and Series C-2 Warrants
to purchase approximately 22.0 million shares will remain outstanding.
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 99.1 News Release of P-Com, Inc., dated June 28, 2004, to
report the completion of the special offer to existing warrant
holders, thereby raising approximately $2.3 million in working
capital, and reaffirming second quarter guidance.
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: June 29, 2004
EXHIBIT INDEX
Exhibit No. Description
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99.1 News Release of P-Com, Inc., dated June 28, 2004, to report
the completion of the special offer to existing warrant
holders, thereby raising approximately $2.3 million in working
capital, and reaffirming second quarter guidance.