-----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, NiXm5DVoUypiYKo1SBC+uyi4oMjFdPF5WW60D2GwOC8iQ7uIU5Uv2Mc9ygFjqaUh idwD4ZNiaw+ehmAPDPEBoQ== 0001144204-03-008190.txt : 20031205 0001144204-03-008190.hdr.sgml : 20031205 20031204181651 ACCESSION NUMBER: 0001144204-03-008190 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031202 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031205 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: 1934 Act SEC FILE NUMBER: 000-25356 FILM NUMBER: 031038741 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: C/O P-COM INC CITY: CAMPBELL STATE: CA ZIP: 95008 8-K 1 form8k.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- 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) DECEMBER 4, 2003 (DECEMBER 2, 2003) COMMISSION FILE NUMBER 0-25356 ---------- 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 December 3, 2003, P-Com, Inc. issued a press release announcing that on December 2, 2003, its stockholders approved a number of resolutions, including several to facilitate the previously announced acquisition of certain assets and liabilities of SPEEDCOM Wireless Corporation. 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 December 3, 2003, to announce that its stockholders approved a number of resolutions, including several to facilitate the previously announced acquisition of certain assets and liabilities of SPEEDCOM Wireless Corporation. 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 ------------------------------------- Sam Smookler President and Chief Executive Officer Date: December 4, 2003 EX-99.1 3 ex99_1.txt Media Contact: Investor Contact: - -------------- ----------------- Greg Berardi Dan Rumsey, General Counsel and Interim CFO 415-239-7826 408-866-3666 greg@bluemarlinpartners.com dan.rumsey@p-com.com P-COM SHAREHOLDERS APPROVE MANAGEMENT RESOLUTIONS ------------------------------------------------------------------------ CAMPBELL, CA (Dec. 3, 2003) - P-Com, Inc. (OTCBB:PCOM), a worldwide provider of wireless telecom products and services, today announced that shareholders approved a number of resolutions, including several to facilitate the previously announced acquisition of certain assets and liabilities of SPEEDCOM Wireless Corporation (OTCBB: SPWC). Shareholders approved the following: [ ] An amendment to P-Com's certificate of incorporation to increase the authorized common stock of P-Com from 69,000,000 shares to 700,000,000 shares; [ ] An amendment to P-Com's certificate of incorporation to implement a reverse split of P-Com's common stock at a ratio between 1-for-10 and 1-for-30, at such time as determined by P-Com's Board of Directors; [ ] An amendment to P-Com's bylaws to permit the issuance of securities that are convertible, exercisable or exchangeable into shares of P-Com common stock at a conversion, exercise or exchange price per share that is subject to downward adjustment without having to obtain the approval of the holders of a majority of P-Com's common stock; [ ] Approval of the price-based anti-dilution feature of some of P-Com's outstanding convertible preferred stock and warrants, which were issued in connection with previous private financing transactions; [ ] Amendments to P-Com's 1995 Stock Option/Stock Issuance Plan to increase the number of shares of P-Com common stock reserved for issuance under the Stock Option Plan from 5,786,000 shares to 77,786,000 shares, and to extend the term of the Stock Option Plan from 10 years to 15 years; [ ] The election of John Hawkins and Samuel Smookler to the Board of Directors of P-Com, to serve for a term of three years, expiring at the 2006 annual meeting; and [ ] The ratification of Aidman Piser & Company as independent auditors of P-Com. "We are extremely appreciative of our shareholders' support. The resolutions approved today are important steps in our restructuring, and completing the acquisition of assets from SPEEDCOM's Wave Wireless Networking division," said Sam Smookler, Chief Executive Officer of P-Com. In June, P-Com announced a definitive agreement to acquire the operating assets and certain liabilities of Wave Wireless Networking. The acquisition enables P-COM to expand its highly regarded spread spectrum product line with SPEEDCOM's mesh technology in its SPEEDLAN 9000 series, featured with 128-bit AES encryption. The acquisition will also enable P-Com to expand its distribution network and to grow the existing business relationships between SPEEDCOM and its customers. 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 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 possible need to raise additional equity 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----