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) APRIL 16, 1998
                                                 -------------- 


                                  P-COM, INC.
                                  -----------
               (Exact name of registrant as specified in charter)



 
 
                                                    
     DELAWARE                          0-25356                  77-02893711
- ----------------------------         -----------             ------------------
(State or other jurisdiction         (Commission               (IRS Employer
of incorporation)                     File Number)           Identification No.)
 


      3175 S. WINCHESTER BOULEVARD, CAMPBELL, CALIFORNIA     95008
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          (Address of principal executive offices)         (Zip Code)



Registrant's telephone number, including area code      (408) 866-3666
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                                 NOT APPLICABLE
                                 --------------
         (Former name or former address, if changed since last report.)

 
ITEM 5.   Other Events
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          In a press release disseminated on April 16, 1998, the Registrant
          publicly announced its earnings for the quarter ended March 31, 1998.
          A copy of the press release is attached hereto and incorporated herein
          by reference.

ITEM 7.   Financial Statements and Exhibits
- ------    ---------------------------------

          A copy of the Registrant's press release announcing its earnings for
          the quarter ended March 31, 1998 is attached hereto as an exhibit.

 
                                   SIGNATURES

          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 hereunto duly authorized.


                              P-COM, INC.
                              -----------
                              (Registrant)

Date:  April 17, 1998         By:   /s/ Michael J. Sophie
                                    ---------------------

                              Name: Michael J. Sophie
                              Title:  Chief Financial Officer

 
                                 EXHIBIT INDEX


     Exhibit
     -------

     99.1      Press Release disseminated April 16, 1998.

EX-99.1

 
                                 Exhibit 99.1

Thursday April 16, 4:00 pm Eastern Time

Company Press Release

P-Com, Inc. Announces Results for First Quarter of 1998

CAMPBELL, CA, USA (April 16, 1998)--P-Com, Inc. 
(NASDAQ/NMS:PCMS- news), reported results for its first quarter ended March 31,
1998 with net sales of $58.6 million, a 33% increase over $44.2 million in net
sales for the comparable quarter of 1997.

The first quarter of 1998 results of operations, without giving effect to a one
time in-process research and development charge associated with an acquisition,
were a fully taxed net income of $5.1 million or diluted earnings per share of
$0.12 with weighted average common and common equivalent shares of 48.2 million,
an increase of 200% over the diluted earnings per share of $0.04 for the prior
year's first quarter which exceeded the consensus of the analysts expectations.

As previously announced on March 28, 1998, the Company completed the acquisition
of certain of the assets of the Wireless Communications Group of Cylink
Corporation located in Sunnyvale, Calif. The acquisition has been accounted for
under the purchase method of accounting. In connection with the acquisition, the
Company incurred a one time in-process research and development charge of $33.9
million.

This one time charge caused the Company's net loss for the quarter of $17.2
million which compares to net income of $1.7 million for the comparable period
last year. The basic and diluted net loss results of $0.40 per share with
weighted average common shares of 43.0 million in the first quarter of 1998
compares to diluted earnings per share of $0.04 with weighted average common and
common equivalent shares of 43.2 million for the prior year's first quarter.

P-Com's Chairman and Chief Executive Officer George P. Roberts said, "Our
efforts in the quarter were highlighted by successfully completing the
acquisition of certain of the assets of the Wireless Communications Group from
Cylink Corporation.

"We believe this transaction will position P-Com well in important regions of
the world where we can leverage our technology, products and services. Globally,
demand remained strong during the quarter for point-to-point and spread spectrum
radio products as deregulation trends have continued to provide opportunities to
further grow our business."

P-Com's Chief Financial Officer Michael J. Sophie said, "We believe the
successful operating results for the quarter which included a 33% sales growth
and 200% earnings per share growth as compared to the first quarter of 1997 are
indicative that our strategies of customer-oriented research and development and
acquisitions which focus on complementary products, increased marketing
channels, and new technology are delivering positive results."