Prospectus Supplement Dated June 29, 2004
(To Prospectus Dated February 6, 2004)
Filed Pursuant to
Rule 424(b)(3)
Commission File No. 333-111405
608,532,358 Shares
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P-COM, INC.
Common Stock
This Prospectus Supplement (the "Prospectus Supplement") supplements
our Prospectus dated February 6, 2004 (the "Prospectus"), relating to the sale
by certain of our current stockholders, or their transferees, assignees,
pledgees, donees or other successors in interest (the "Selling Stockholders"),
of up to 608,532,358 shares of our common stock, underlying shares of our
convertible preferred stock and currently exercisable warrants that were issued
in connection with capital raising transactions conducted by P-Com in 2003.
This Prospectus Supplement should be read in conjunction with, and may
not be delivered or utilized without, the Prospectus. This Prospectus Supplement
is qualified by reference to the Prospectus except to the extent that
information contained in this Prospectus Supplement supersedes the information
contained in the Prospectus.
Recent Developments
We have attached to this prospectus supplement, and incorporated by
reference into it, our Current Report on Form 8-K, which was filed with the
Securities and Exchange Commission on June 29, 2004.
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June 29, 2004
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.
Media Contact: Investor Contact:
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Greg Berardi Dan Rumsey, General Counsel and
Acting CFO
415-239-7826 408-866-3666
greg@bluemarlinpartners.com dan.rumsey@p-com.com
P-COM RAISES ADDITIONAL WORKING CAPITAL
REAFFIRMS SECOND QUARTER GUIDANCE
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CAMPBELL, CA (June 28, 2004) - P-Com, Inc. (OTCBB:PCOM), a worldwide provider of
broadband wireless access products and services to carriers, commercial
enterprises and government agencies, today announced that it has raised
approximately $2.3 million in equity based financing through a special offer
made to existing holders of P-Com common stock purchase warrants. When combined
with cash proceeds received from the restructuring of its Italian operations
announced on June 15, 2004, P-Com has raised approximately $3.0 million in
additional working capital.
"The completion of the offer to holders of its outstanding warrants achieved
several important objectives - enabling P-Com to raise working capital while
decreasing the number of fully-diluted shares outstanding, reducing the number
of outstanding convertible securities, and further streamlining the company's
capital structure," said P-Com General Counsel and Acting CFO Dan Rumsey. "This
transaction also further strengthens our balance sheet and enables P-Com to
fully execute its 2004 operating plan."
Over the past two years, P-Com has executed a comprehensive financial
restructuring that eliminated a substantial portion of its debt, substantially
cut operating expenses and refocused its operations. In April, P-Com reported
its fourth consecutive quarter of increased revenue and anticipates that this
trend will continue for the second quarter ending June 30, 2004.
For specific details related to the special offer to holders of P-Com's
outstanding warrants, please refer to Form 8-K, which will be filed with the
Securities and Exchange Commission.
ABOUT P-COM, INC.
P-Com, Inc. develops, manufactures, and markets point-to-point, spread spectrum
and point-to-multipoint, wireless access systems to the worldwide
telecommunications market. P-Com broadband wireless access systems are designed
to satisfy the high-speed, integrated network requirements of Internet access
associated with Business to Business and E-Commerce business processes. Cellular
and personal communications service (PCS) providers utilize P-Com point-to-point
systems to provide backhaul between base stations and mobile switching centers.
Government, utility, and business entities use P-Com systems in public and
private network applications. For more information visit www.p-com.com or call
408-866-3660.
SAFE HARBOR STATEMENT
Statements in this release that are forward looking involve known and unknown
risks and uncertainties, which may cause P-Com's actual results in future
periods to be materially different from any future performance that may be
suggested in this news release. Such factors may include, but are not limited
to: the ability to achieve positive cash flow given the Company's existing and
anticipated operating and other costs, and current sales trends; the Company's
deteriorating cash position and its need to raise additional capital, and
whether that capital is available on acceptable terms, if at all; the Company's
ability to negotiate repayment terms with many of its creditors, and settle
outstanding litigation; a continued severe worldwide slowdown in the
telecommunications equipment and services sector; fluctuations in customer
demand, pricing and competition; reliance upon subcontractors; the ability of
P-Com's customers to finance their purchases; the timing of new technology and
product introductions; and the risk of early obsolescence. Many of these risks
and uncertainties are beyond P-Com's control. Reference is made to the
discussion of risk factors detailed in P-Com's filings with the Securities and
Exchange Commission, including its reports on Form 10-K and 10-Q.
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