-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UMOH/YwBnPhKLpUkNVZ7W/PGkD4Q8sUVonEgVnqwIgI5nEIY8VaQ1MTYGc7QoQsQ iEqo40cUwGBGdJKZCvOdvw== 0001012870-98-002636.txt : 19981016 0001012870-98-002636.hdr.sgml : 19981016 ACCESSION NUMBER: 0001012870-98-002636 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981005 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981015 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: P COM INC CENTRAL INDEX KEY: 0000935493 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 770289371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25356 FILM NUMBER: 98726397 BUSINESS ADDRESS: STREET 1: 3175 S WINCHESTER BLVD CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 4088663666 MAIL ADDRESS: STREET 1: 3175 S WINCHESTER BLVD STREET 2: P-COM INC CITY: CAMPBELL STATE: CA ZIP: 95008 8-K 1 FORM 8-K 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) OCTOBER 5, 1998 ----------------------------- P-COM, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) DELAWARE 0-25356 77-0289371 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 -------------------------- NONE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events. ------------ On October 5, 1998, the Board of Directors of P-Com, Inc. (the "Company") approved an amendment to the Rights Agreement between the Company and BankBoston, N.A., as Rights Agent dated as of October 1, 1997. The First Amendment to the Rights Agreement, dated as of October 5, 1998, between the Company and BankBoston, N.A. is attached hereto as an exhibit and is incorporated herein by reference. Item 7. Exhibits. -------- 4.6 First Amendment to the Rights Agreement, dated as of October 5, 1998, between the Company and BankBoston, N.A. 2. SIGNATURE Pursuant to the requirements 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. DATE: October 15, 1998 By: /s/ GEORGE P. ROBERTS _______________________________________ Name: George P. Roberts Title: Chief Executive Officer EXHIBIT INDEX EXHIBIT NUMBER DOCUMENT DESCRIPTION - ------ -------------------- 4.6 First Amendment to the Rights Agreement, dated as of October 5, 1998, between the Company and BankBoston, N.A. EX-4.6 2 FIRST AMENDMENT TO RIGHTS AGREEMENT Exhibit 4.6 FIRST AMENDMENT TO THE RIGHTS AGREEMENT Pursuant to Section 27 of the Rights Agreement (the "Agreement") dated as of October 1, 1997, between P-Com, Inc., a Delaware corporation (the "Company"), and BankBoston, N.A., a national banking association (the "Rights Agent"), the Company and the Rights Agent hereby amend the Agreement as of October 5, 1998, as provided below. 1. Certain Definitions. Section 1 of the Agreement shall be amended as follows: (1) The phrase "upon approval by a majority of the Continuing Directors (as such term is hereinafter defined)" shall be deleted from the definition of Acquiring Person. (2) The word "Continuing" in the fifth line of subsection (a)(iii) shall be replaced by the words "Board of;" (3) The phrase "upon the affirmative vote of a majority of the Continuing Directors" which appears in line fourteen of subsection c(ii) shall be deleted; and (4) The definition of Continuing Directors shall be deleted. 2. Issue of Rights Certificates. Section 3(a) of the Agreement shall be amended by deleting the phrase "upon approval by a majority of the Continuing Directors" in the third line of the first paragraph. 3. Adjustment of Purchase Price, Number of Shares or Number of Rights. Section 11 shall be amended as follows: (1) The word "Continuing" in the sixth line of subsection (a)(iii) shall be replaced with the words "Board of;" and (2) The phrase "upon approval by a majority of the Continuing Directors" which appears in the second paragraph of subsection (a)(ii), five times in subsection a(iv), in subsection (b), in subsection (c), in subsection (d)(i), and in subsection (d)(ii) shall be deleted. 4. Consolidation, Merger or Sale or Transfer of Assets or Earning Power. Section 13(d) shall be amended by deleting the phrase "upon approval by a majority of the Continuing Directors" in the eighth line of the paragraph. 5. Fractional Rights and Fractional Shares. Section 14(a) shall be amended by deleting the phrase "upon approval by a majority of the Continuing Directors" each time that it appears. 6. Issuance of New Rights Certificates. Section 22 shall be amended by deleting the phrase "upon approval by a majority of the Continuing Directors" in the fourth and thirteenth lines of the paragraph. 7. Redemption and Termination. Section 23 shall be amended as follows: (1) The word "Continuing" in the second line, the fifth line, and the tenth line of subsection (a) shall be replaced with the words "Board of;" and (2) The phrase "upon approval by a majority of the Continuing Directors" in the last line of subsection (a) shall be deleted. 8. Exchange. Section 24 shall be amended as follows: (1) The word "Continuing" in the second line of subsection (a) shall be replaced with the words "Board of;" and (2) The phrase "upon approval by a majority of the Continuing Directors" in the fifth line, the eleventh line, and the twentieth line of subsection (d) shall be deleted. 9. Supplements and Amendments. Section 27 shall be amended by deleting the phrase "upon approval by a majority of the Continuing Directors" in the third line, the seventh line, and the twenty-third line of the paragraph. 10. Determinations and Actions by the Board of Directors. Section 29 shall be amended as follows: (1) The phrase "(and, where specifically provided for herein only upon approval by a majority of the Continuing Directors)" in the sixth line shall be deleted; (2) The phrase "or the Continuing Directors" in the second to last line shall be deleted; and (3) The phrase "(or, where specifically provided for herein, upon approval by a majority of the Continuing Directors)" in the fifteenth line of the paragraph shall be deleted. 11. Severability. Section 31 shall be amended by deleting the phrase "upon approval by a majority of the Continuing Directors" in the seventh line of the paragraph. 2 The undersigned officer of the Company, being an appropriate officer of the Company and authorized to do so by resolution of the Board of Directors of the Company dated as of October 5, 1998, hereby certifies to the Rights Agent that these amendments are in compliance with the terms of Section 27 of the Agreement. P-COM, INC. By: /s/ Warren T. Lazarow --------------------------- Name: Warren T. Lazarow Title: Secretary Acknowledged and Agreed: BankBoston, N.A., as Rights Agent By: /s/ ANDREW TAPPE -------------------------------- Name: Andrew Tappe ------------------------- Title: Senior Vice President ------------------------ 3 -----END PRIVACY-ENHANCED MESSAGE-----