-----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, Qhnazw5GYxbQIOcjkcpFuvClhXQCgeh4kljnA2kBXcR4QJz5gY9sTulrUB0N/g1k hmAoarm94lHjQAsAas2X2Q== 0001012870-99-002987.txt : 19990826 0001012870-99-002987.hdr.sgml : 19990826 ACCESSION NUMBER: 0001012870-99-002987 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990825 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-A12G/A SEC ACT: SEC FILE NUMBER: 000-25356 FILM NUMBER: 99698800 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-A12G/A 1 AMENDMENT #3 TO FORM 8-A12G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM 8-A/A AMENDMENT NO. 3 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 P-COM, INC. (Exact name of registrant as specified in charter) Delaware 0-25356 77-0289371 (State of incorporation or organization) (Commission (IRS Employer File Number) Identification No.) 3175 S. Winchester Boulevard, Campbell, CA 95008 (Address of principal executive offices) Registrant's telephone number, including area code: (408) 866-3666 Securities to be registered pursuant to Section 12(b) of the Act: NONE (Title of Class) Securities to be registered pursuant to Section 12(g) of the Act: Preferred Stock Purchase Rights (Title of Class) Item 1. Description of Registrant's Securities to be Registered. ------------------------------------------------------- On July 13, 1999 P-Com, Inc. (the "Company") amended its Amended and Restated Rights Agreement, as previously amended through December 21, 1998 (the "Rights Agreement"), in order to create an exception from the definition of "Acquiring Person" for the State of Wisconsin Investment Board (the "Wisconsin Board"), a state agency, but only to the extent that the Wisconsin Board's beneficial ownership of the Common Stock of the Company does not at any time of measurement exceed 19.99% of the then total outstanding shares of Common Stock of the Company. The amendment to the Rights Agreement is attached hereto as Exhibit 4.9 and is incorporated by reference herein. Item 2. Exhibits. -------- 4.9 Amendment to Amended and Restated Rights Agreement. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. P-COM, INC. DATE: August 21, 1999 By: /s/ Robert E. Collins ----------------------------------- Name: Robert E. Collins Title: Chief Financial Officer EXHIBIT INDEX Exhibit Number Document Description - ------ -------------------- 4.9 Amendment to Amended and Restated Rights Agreement. _____________________________________________ EX-4.9 2 AMENDED & RESTATED RIGHTS AGREEMENT Exhibit 4.9 AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT AND CERTIFICATE OF COMPLIANCE WITH SECTION 27 THIS AMENDMENT (the "Amendment"), is entered into as of July 13, 1999, by and between P-COM, INC., a Delaware corporation (the "Company"), and BANKBOSTON, N.A., as Rights Agent (the "Rights Agent"). Recitals -------- A. The Company and the Rights Agent are parties to an Amended and Restated Rights Agreement, amended through December 21, 1998 (the "Rights Agreement"). The State of Wisconsin Investment Board (the "Board") and the Company have entered into a Common Stock PIPES Purchase Agreement made as of June 21, 1999 (the "Wisconsin Purchase Agreement"), pursuant to which the Board purchased shares of the Company's Common Stock. The Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable to comply with a covenant of the Company made in connection with the Wisconsin Purchase Agreement and to reflect certain other matters and the Company and the Rights Agent desire to evidence such amendment in writing. Accordingly, the parties agree that: 1. Amendment to definition of "Acquiring Person" set forth in Section 1. -------------------------------------------------------------------- The definition of "Acquiring Person" set forth in Section 1 of the Rights Agreement is amended to read in its entirety as follows: "Acquiring Person" shall mean (a) any Person (as such term is hereinafter defined) other than the State of Wisconsin Investment Board who or which Person, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 15% or more of the shares of Common Stock of the Company then outstanding, or (b) the State of Wisconsin Investment Board (the "Permitted Investor") if it, together with all its Affiliates and Associates, shall be the Beneficial Owner of more than 19.99% of the shares of Common Stock of the Company then outstanding; but shall not include the Company, any Subsidiary (as such term is hereinafter defined) of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding shares of Common Stock for or pursuant to the terms of any such plan. Notwithstanding the foregoing: (i) in determining whether a Person (or Affiliate or Associate of such Person) shall be deemed to be an Acquiring Person, the following shares of Common Stock shall not be counted: (A) shares of Common Stock that may be deemed to be Beneficially Owned by a Person (hereinafter a "Preferred Purchaser") as a result of entry into either of the Securities Purchase Agreements (as amended), any of the transactions contemplated thereby or the purchase of the Company's Series B Convertible Participating Preferred Stock (the "Series B Preferred"), or warrants (as amended) to purchase Common Stock (the "Preferred Warrants") issued, in each case, pursuant to either of the Securities Purchase Agreements; (B) shares of Common Stock that may be deemed to be Beneficially Owned by a transferee (to the extent contemplated by either of the Securities Purchase Agreements) of a Preferred Purchaser as a result of such transferee's ownership of shares of Series B Preferred or Preferred Warrants; and (C) shares of Common Stock that are Beneficially Owned by a Series B Purchaser (or such a transferee) upon conversion/exchange or exercise of, respectively, the Series B Preferred or the Warrants. (ii) no Person shall become an "Acquiring Person" as the result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares outstanding, (a) increases the proportionate number of shares beneficially owned by such Person to 15% or more of the shares of Common Stock of the Company then outstanding, or (b) in the case of the Permitted Investor, increases the proportionate number of shares beneficially owned by the Permitted Investor to more than 19.99% of the shares of Common Stock of the Company then outstanding; provided, however, -------- ------- that if a Person shall become the Beneficial Owner of 15% or more (or, in the case of the Permitted Investor, more than 19.99%) of the shares of Common Stock of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional shares of Common Stock of the Company, then such Person shall be deemed to be an "Acquiring Person" hereunder; and (iii) if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person" as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of shares of Common Stock so that such Person would no longer be an "Acquiring Person" (as defined pursuant to the foregoing provisions of this paragraph (a)), then such Person shall not be deemed to be an "Acquiring Person" for any purpose of this Agreement." 2. Miscellaneous. This Amendment shall be deemed to be a contract made ------------- under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. This Amendment may be executed in counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 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 July 13, 1999, hereby certifies to the Rights Agent that this amendment is in compliance with the terms of Section 27 of the Rights Agreement. P-COM, INC. /s/ Robert E. Collins By: __________________________________ Robert E. Collins Name:_____________________________ VP & CFO Title:____________________________ ACKNOWLEDGED AND AGREED: BANKBOSTON, N.A. /s/ Margaret Prentice By: ______________________________ Margaret Prentice Name:_________________________ Administration Manager Title:________________________ -----END PRIVACY-ENHANCED MESSAGE-----