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Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-30473
PROSPECTUS SUPPLEMENT
TO
PROSPECTUS DATED JULY 31, 1997
1,067,295 SHARES
P-COM, INC.
COMMON STOCK
($0.0001 PAR VALUE PER SHARE)
This Prospectus Supplement supplements the Prospectus dated July 31,
1997 (the "Prospectus") of P-Com, Inc. (the "Company") relating to the public
offering, which is not being underwritten, and sale by certain stockholders of
the Company or by pledgees, donees, transferees or other successors in interest
that receive such shares as a gift, partnership distribution or other non-sale
related transfer (the "Selling Stockholders") of 1,067,295 shares of Common
Stock, $0.0001 par value per share, of the Company (the "Common Stock") who
received such shares in connection with the acquisition of substantially all of
the assets of Columbia Spectrum Management, L.P. ("CSM") and the acquisition by
statutory merger of Control Resources Corporation ("CRC"). This Prospectus
Supplement should be read in conjunction with the Prospectus, and this
Prospectus Supplement is qualified by reference to the Prospectus except to the
extent that the information herein contained supersedes the information
contained in the Prospectus. Capitalized terms used in this Prospectus Summary
and not otherwise defined herein have the meanings specified in the Prospectus.
This Registration Statement shall also cover any additional shares of Common
Stock which become issuable in connection with the shares registered for sale
hereby by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the Selling Stockholders' outstanding
shares of Common Stock. For example, this Registration Statement covers the
shares of Common Stock issued with respect to the 1,067,295 shares listed
above pursuant to the 2-for-1 stock split effected on September 26, 1997.
PLAN OF DISTRIBUTION
The "Plan of Distribution" Section of the Prospectus is hereby
supplemented to provide that, if not in contravention of the rules and
regulations promulgated by the Securities and Exchange Commission, the shares
covered by the Prospectus may be offered and sold in connection with the writing
of exchange-traded call options on such national securities exchanges on which
such options for shares of P-Com are traded and at prices and terms then
obtainable.
Except as set forth in this Prospectus Supplement with respect to the
Plan of Distribution and the writing of exchange-traded call options, there is
no change to the section entitled "Plan of Distribution" in the Prospectus.
1.
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SELLING STOCKHOLDERS
The following table sets forth the number of shares of Common Stock
owned by stockholders of the Company who were not specifically identified in the
Prospectus as Selling Stockholders. The table of Selling Stockholders in the
Prospectus is hereby amended to include the following stockholders as Selling
Stockholders:
<TABLE>
<CAPTION>
Number of
Shares
Number of Shares Percent of Registered for
Beneficially Outstanding Sale
Name of Selling Stockholder Owned Shares Hereby(1)
- ----------------------------- ---------------- ----------- --------------
<S> <C> <C> <C>
James A. Schneider 5960 * 5960
Staszko Family Trust, 5905 * 5905
Donald E. Staszko and
Barbara L. O'Pray
as Trustees
</TABLE>
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* less than one percent
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable in connection with the shares registered
for sale hereby by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the Selling
Stockholders' outstanding shares of Common Stock. For example, this
Registration Statement covers the shares of Common Stock issued with
respect to the above listed shares pursuant to the 2-for-1 stock split
effected on September 26, 1997.
* The Company may amend or supplement the Prospectus and this Prospectus
Supplement from time to time to update the disclosure set forth therein and
herein.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS OCTOBER 21, 1997
2.
