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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) OCTOBER 14, 1997
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P-COM, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 0-25356 77-02893711
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(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
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(Former name or former address, if changed since last report.)
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ITEM 5. Other Events
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On October 14, 1997, the Registrant issued the following press
release. A copy of the press release is attached hereto and
incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits
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A copy of Registrant's press release announcing the acquisition of
R.T. Masts Limited is attached hereto as an exhibit and incorporated
herein by reference.
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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.
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(Registrant)
Date: October 14, 1997 By: /s/ Michael J. Sophie
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Name: Michael J. Sophie
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit
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99.1 Press Release disseminated October 14, 1997.
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FOR IMMEDIATE RELEASE
Page 1 of 3
COMPANY CONTACTS:
Karl Spurzem Michael Sophie
Investor Relations Chief Financial Officer
(408) 886-3666 (408) 866-3666
P-COM, INC. ANNOUNCES EXECUTION OF DEFINITIVE AGREEMENT
TO ACQUIRE RT MASTS LIMITED.
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CAMPBELL, CA, USA (October 14, 1997) -- P-Com, Inc. (NASDAQ National Market:
PCMS), announced it has signed a definitive agreement pursuant to which one of
its wholly-owned subsidiaries will acquire all of the outstanding shares of
capital stock of RT Masts Limited ("RT Masts"), which provides services to
operators of wireless communications systems in Europe. The value of the
transaction will be approximately United States $15.0 million, which will be
satisfied through the issuance of shares of P-Com common stock. The acquisition
is intended to be accounted for under the pooling of interest method of
accounting with a target closing date of November 24, 1997.
RTM, located in Wellingborough, Northamptonshire, U.K., supplies, installs and
maintains telecommunications systems and structures including antennas covering
high frequency, medium frequency and microwave systems. It manages the
construction of radio system sites, as well as construction of towers and
installs radios and antennas at system sites.
The consummation of the acquisition is subject to standard closing conditions
including receipt of an opinion that such merger will qualify as a pooling of
interests transaction and that neither company will experience a material
adverse affect on its operations prior to the closing.
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Page 2 of 3
P-COM, INC. ANNOUNCES EXECUTION OF DEFINITIVE AGREEMENT TO ACQUIRE RT MASTS
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LIMITED.
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P-com, through one of its wholly owned subsidiaries, also recently acquired the
assets of Telesys (UK) Limited, a provider of engineering program management and
installation of wireless communications and fiber optic systems. The transaction
was consummated on August 18, 1997 and consisted of cash consideration of United
States $245,000 and up to an additional United States $200,000 payable over two
years based upon successful achievement of objectives.
Telesys, located in Harlow, Essex, U.K., provides services to operators of
wireless, fiber optic, and cable systems in Europe. It installs and commissions
radio systems, as well as designs and installs fiber optic and cable systems.
P-Com, Inc. develops, manufactures and markets network access systems for the
worldwide wireless telecommunications market. The point-to-point and spread
spectrum radio links provided by P-Com are designed to satisfy the network
requirements of cellular and personal communications services, corporate
communications, public utilities and local governments.
Statements in this release that are forward looking involve known and unknown
risks and uncertainties, which may cause the Company'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,
reliance upon subcontractors, fluctuations in customer demand, both in timing
and volume, the Company's ability to have available an appropriate amount of
production capacity in a timely manner, the timing of new technology and product
introductions and the risk of early obsolescence. Further, the Company
operates in an
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Page 3 of 3
P-COM, INC. ANNOUNCES EXECUTION OF DEFINITIVE AGREEMENT TO ACQUIRE RT MASTS
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LIMITED.
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industry sector where securities values are highly volatile and may be
influenced by economic and other factors beyond the Company's control. Reference
is made to the discussion of risk factors detailed in the Company's filings
with the Securities and Exchange Commission, including its reports on Form 10-K
and 10-Q.
P-Com, Inc., with world headquarters in Campbell, california, USA and
offices in Florida, New Jersey, Virginia, the UK, Italy, France, Germany, Mexico
and Singapore, is committed to designing, manufacturing and marketing highly
reliable and cost-effective radio transmission systems for the worldwide
telecommunications industry. P-Com, Inc. is an ISO 9001 certified company. For
additional information, contact P-Com at:
P-Com, Inc. .3175 S. Winchester Boulevard . Campbell, CA 95008 . USA
TEL: (408) 866-3666 . FAX: (408) 866-3655
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