-----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, O9YXIpENOor6ovFTsiXKc6SR4VmCXXy+LQw+LeBhJgfnvAxsMOvOW/zTa0DSNgrh xSO8MbqKAAMNKCQvWXR42Q== 0001144204-04-009852.txt : 20040712 0001144204-04-009852.hdr.sgml : 20040712 20040712162403 ACCESSION NUMBER: 0001144204-04-009852 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040712 ITEM INFORMATION: ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040712 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: 04910415 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) JULY 12, 2004 (JULY 8, 2004) 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. On July 8, 2004, P-Com, Inc. issued a press release announcing a one-for-thirty reverse stock split of the Company's common stock issued and outstanding immediately prior to July 12, 2004 ("Old Common Stock"). On July 9, 2004, P-Com, Inc. issued a press release announcing the corrected date of the effective date of the one-for-thirty reverse stock split to July 19, 2004 (the "Effective Date"). The reverse stock split also affects options, warrants and other securities convertible into or exchangeable for shares of the Company's common stock that are issued and outstanding immediately prior to the Effective Date. No fractional shares will be issued in connection with the reverse stock split. A holder of a certificate representing shares of Old Common Stock on the Effective Date who would otherwise be entitled to receive a fraction of a share of the Company's common stock is, in lieu thereof, entitled to receive a cash payment in an amount equal to (i) the fraction to which the stockholder would otherwise be entitled multiplied by (ii) the per share closing sales price of the Company's common stock on July 19, 2004 as reported on the over-the-counter bulletin board. Press releases dated July 8 and July 9, 2004, announcing the reverse split are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein in their entirety by reference. 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 July 8, 2004 announcing the implementation of a one-for-thirty reverse stock split, the time and call-in information for the earnings conference call for the second quarter ended June 30, 2004 and announcing revenue achieved for its second quarter ended June 30, 2004. Exhibit 99.2 News release dated July 9, 2004 announcing the corrected date of the effective date of the one-for-thirty reverse stock split. Item 12. Disclosure of Results of Operations and Financial Results. On July 8, 2004, the Company publicly disseminated a press release announcing the time and call-in information for the earnings conference call for the second quarter ended June 30, 2004 and announcing revenue achieved for its second quarter ended June 30, 2004. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing. 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: July 12, 2004 EXHIBIT INDEX Exhibit Description ------- ----------- Exhibit 99.1 News release of P-Com, Inc. dated July 8, 2004 announcing the implementation of a one-for-thirty reverse stock split, the time and call-in information for the earnings conference call for the second quarter ended June 30, 2004 and announcing revenue achieved for its second quarter ended June 30, 2004. Exhibit 99.2 News release of P-Com, Inc. dated July 9, 2004 announcing the corrected date of the effective date of the one-for-thirty reverse stock split. EX-99.1 2 ex99_1.txt Exhibit 99.1 [LOGO] Media Contact: Investor Contact: - -------------- ----------------- Greg Berardi Dan Rumsey, General Counsel and Acting CFO 415-239-7826 408-866-3666 greg@bluemarlinpartners.com dan.rumsey@p-com.com - --------------------------- -------------------- EVC Group, Inc. Doug Sherk, Jennifer Beugelmans (415) 896-6820 dsherk@evcgroup.com P-COM provides preliminary second quarter revenue And announces 1-for-30 Stock Split o Turnaround Advances with Fifth Consecutive Quarter of Revenue Growth o Second Quarter Results to be Released on July 29, 2004 ________________________________________________________________________________ CAMPBELL, CA (July 8, 2004) - P-Com, Inc. (OTCBB:PCOM), a worldwide provider of broadband wireless access products and services to carriers, commercial enterprises and government agencies, today reported that revenue for the second quarter of 2004 increased to approximately $7.3 million from $6.8 million in the first quarter of 2004 and $5 million from the second quarter of 2003. The Company also announced that its Board of Directors has unanimously approved a 1-for-30 reverse split of its common stock, effective at market open July 12, 2004. As a result of the stock split, each 30 shares of P-Com common stock issued and outstanding will be automatically converted into one share of common stock on the effective date. "We're pleased with our progress in the second quarter and remain on track to accomplish our operating objectives in 2004," said Sam Smookler, President and CEO of P-Com. "Our quarterly revenue, along with the reverse stock split announced today, our recent successful offer to holders of outstanding warrants, and other recent initiatives are helping re-position the Company to attract a broader range of investors, simplify our capital structure, reduce volatility, enhance our ability to execute strategic corporate development activities, and strengthen our reputation with the investment community, suppliers and customers." Effective July 12, 2004, the number of shares of P-Com common stock issued and outstanding will be reduced from approximately 313 million shares to approximately 10.4 million shares. In lieu of fractional shares, stockholders will receive a cash payment based on the closing sales price of the Company's common stock on the effective date of the reverse split as reported on the over-the-counter bulletin board. Shareholders approved the authorization of a reverse split of its common stock at the Company's annual meeting held on December 2, 2003. Shareholders of record will receive Letters of Transmittal and related instructions from P-Com's transfer agent, Equiserve Trust Company, N.A. Shareholders who keep their shares in street name with brokerage firms will have their accounts adjusted by their respective brokers. Questions and requests for Letters of Transmittal should be directed to Shareholder Relations at Equiserve Trust Company, N.A. at 781-575-3120. Second Quarter Conference Call Details P-Com will report its full financial results for the second quarter of 2004 on a conference call scheduled for Thursday, July 29, 2004 at 2:00 p.m. Pacific, 5:00 p.m. Eastern. The dial in number for the conference call is 800-257-2101 for domestic participants and 303-275-2170 for international participants. A taped replay of the conference call will also be available beginning approximately one hour after the call's conclusion and will remain available through 11:59 p.m. Pacific on Thursday, August 5, 2004. This replay can be accessed by dialing 800-405-2236 for domestic callers and 303-590-3000 for international callers, using the passcode 11002720#. To listen to a live broadcast over the Internet, go to www.p-com.com and click on the Investor Relations page. A replay of the conference call will be available at www.p-com.com. A press release outlining P-Com's financial results for second quarter of 2004 will be distributed on Thursday, July 29, 2004 after the market closes. 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. # # # EX-99.2 3 ex99_2.txt Exhibit 99.2 [LOGO] Media Contact: Investor Contact: - -------------- ----------------- Greg Berardi Dan Rumsey, General Counsel and Acting CFO 415-239-7826 408-866-3666 greg@bluemarlinpartners.com dan.rumsey@p-com.com - --------------------------- -------------------- EVC Group, Inc. Doug Sherk, Jennifer Beugelmans (415) 896-6820 dsherk@evcgroup.com P-COM'S REVERSE STOCK SPLIT EFFECTIVE JULY 19, 2004 ________________________________________________________________________________ CAMPBELL, CA (July 9, 2004) - P-Com, Inc. (OTCBB:PCOM), a worldwide provider of broadband wireless access products and services to carriers, commercial enterprises and government agencies, said today that the effective date of the company's previously announced reverse stock split will be Monday, July 19, 2004. P-Com will announce the company's new stock symbol in a news release on Friday, July 16, 2004. 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----