<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1996.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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P-COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 77-0289371
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3175 S. WINCHESTER BOULEVARD
CAMPBELL, CALIFORNIA 95008
(408) 866-3666
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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GEORGE P. ROBERTS
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
P-COM, INC.
3175 S. WINCHESTER BOULEVARD
CAMPBELL, CALIFORNIA 95008
(408) 866-3666
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
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COPIES TO:
WARREN T. LAZAROW, ESQ. ALAN K. AUSTIN, ESQ.
H. RICHARD HUKARI, ESQ. BRIAN C. ERB, ESQ.
MICHAEL C. DORAN, ESQ. CARLA J. GARRETT, ESQ.
PETER C. KU, ESQ. WILSON, SONSINI, GOODRICH & ROSATI,
BROBECK, PHLEGER & HARRISON LLP P.C.
2200 GENG ROAD 650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94303 PALO ALTO, CALIFORNIA 94304-1050
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-3558
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1)(2) PER SHARE(1)(2) OFFERING PRICE(2) FEE(2)(3)
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<S> <C> <C> <C> <C>
Common Stock, $0.0001
par value.............. 49,601 $23.625 $1,171,824 $404.08
</TABLE>
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(1) Includes 6,469 shares that the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) based on a per share price of
$23.625, the average of the high and low sale prices per share of the
Company's Common Stock on May 14, 1996.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH
SECTION 8(A), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This registration statement is being filed pursuant to Securities and
Exchange Commission Rule 462(b) on Form S-3. Incorporated by reference herein
is, in its entirety, the Registration Statement on Form S-3 (File No. 333-
3558) of P-COM, Inc., which was declared effective by the Securities and
Exchange Commission on May 16, 1996.
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Price Waterhouse LLP, Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
</TABLE>
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Campbell, State of California on this 16th day of
May, 1996.
P-COM, Inc.
/s/ Michael Sophie
By: _________________________________
(Michael Sophie)
Chief Financial Officer, Vice
President, Financeand Administration
and Controller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ George P. Roberts* Chairman of the Board, President, May 16, 1996
----------------------- Chief Executive Officer and Director
(George P. Roberts) (Principal Executive Officer)
/s/ Michael Sophie Chief Financial Officer, May 16, 1996
----------------------- Vice President, Finance and
(Michael Sophie) Administration and Controller
(Principal Accounting and
Financial Officer)
/s/ Gill Cogan* Director May 16, 1996
-----------------------
(Gill Cogan)
Director May 16, 1996
-----------------------
(John A. Hawkins)
/s/ M. Bernard Puckett* Director May 16, 1996
-----------------------
(M. Bernard Puckett)
/s/ Michael C. Brooks* Director May 16, 1996
-----------------------
(Michael C. Brooks)
</TABLE>
/s/ Michael Sophie
*By:_________________________________
Michael Sophie
Attorney-in-Fact
II-2
<PAGE>
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
-------- -----------
<C> <S>
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Price Waterhouse LLP, Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
</TABLE>
<PAGE>
EXHIBIT 5.1
May 16, 1996
P-COM Inc.
3175 S. Winchester Boulevard
Campbell, CA 95008
Re: Registration Statement on Form S-3 for P-COM, Inc.
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 filed by P-COM Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
on even date herewith, as thereafter amended or supplemented (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of shares of the Company's Common Stock
(the "Shares"). The Shares include an over-allotment option to the
Underwriters to purchase additional shares of the Company's Common Stock and
are to be sold to the Underwriters as described in the Registration Statement
for resale to the public. As your counsel in connection with this transaction,
we have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale and issuance of the
Shares.
It is our opinion that, upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares, when issued and sold in the
manner described in the Registration Statement, will be legally and validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement, including the prospectus constituting a part thereof, and in any
amendment thereto.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 25, 1996, relating to the
consolidated financial statements of P-COM, Inc., which appears in the
Registration Statement on Form S-3 (File No. 333-3558), as amended.
PRICE WATERHOUSE LLP
San Jose, California
May 16, 1996
