P-COM INC
8-K/A, 1997-10-30
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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<PAGE>
 
                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                            --------------------


                                 FORM 8-K/A

                      AMENDMENT NO. 1 TO 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 16, 1997
                                                 ____________________

                                 P-COM, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in charter)

       DELAWARE                   0-25356                     77-02893711
- --------------------------------------------------------------------------------
(State or Other Jurisdiction    (Commission                  (IRS Employer
     of Incorporation)          File Number)              Identification No.)

3175 S. Winchester Boulevard, Campbell, California                 95008
- --------------------------------------------------------------------------------
   (Address of Principal Executive Offices)                     (Zip Code)


Registrant's telephone number, including area code: (415) 866-3666
                                                   ________________________

                               NOT APPLICABLE
- --------------------------------------------------------------------------------
        (Former Name or Former Address, if Changed Since Last Report)
<PAGE>
 
                                AMENDMENT NO. 1

        The undersigned Registrant hereby amends the following items, financial 
statements, exhibits or other portions of its Current Report on Form 8-K, 
originally filed with the Securities Exchange Commission on October 16, 1997, as
set forth in the pages attached hereto:

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
         ------------------------------------------------------------------

         The following exhibit is filed as a part of this report.

         (g)   Exhibits

        23.1   Consent of Independent Accountants (Price Waterhouse LLP)
<PAGE>
 
                                  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.
                                        -----------
                                        (Registrant)

Dated: October 30, 1997                 By: /s/ Michael J. Sophie
                                           --------------------------
                                        Name:  Michael J. Sophie
 
                                        Title:  Vice President, Finance and
                                                Admnistration and Chief 
                                                Financial Officer

<PAGE>
 
                                                                    EXHIBIT 23.1

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration 
Statements on Form S-8 (No. 33-89908 and No. 333-07773) and on Form S-3 (No. 
333-30473) of our report dated January 22, 1997 (except for the pooling of 
interests with Control Resources Corporation and other 1997 acquisitions 
described in Note 4, which is as of May 29, 1997, and except for the second 
paragraph of Note 1 which is as of September 26, 1997).

/s/ Price Waterhouse LLP
- ------------------------

Price Waterhouse LLP
San Jose, California
October 17, 1997


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