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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
NOVEMBER 5, 1997
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Date of Report (Date of earliest event reported)
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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N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
In a press release disseminated on November 5, 1997, the Registrant publicly
announced that it has sold $100 million of 4 1/4% convertible subordinated notes
due 2002. The offering is expected to close on November 10, 1997 and the
Registrant has granted to the initial purchaser a 30-day option to purchase an
additional $15 million of notes to cover over-allotments, if any. A copy of the
press release is attached hereto and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
A copy of Registrant's press release announcing a private placement of
convertible subordinated notes is attached hereto as an exhibit and incorporated
herein by reference.
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SIGNATURES
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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: November 5, 1997 By: /s/ MICHAEL J. SOPHIE
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Name: Michael J. Sophie
Title: Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description Page
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99.1 Press Release disseminated November 5, 1997
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EXHIBIT 99.1
PRESS RELEASE DISSEMINATED NOVEMBER 5, 1997
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
COMPANY CONTACTS:
Karl Spurzem Michael Sophie
Investor Relations Chief Financial Officer
(408) 866-3666 (408) 866-3666
P-COM, INC. SELLS $100 MILLION
4 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2002
Campbell, California -- (BUSINESS WIRE) -- November 5, 1997 -- P-Com, Inc.
(NASDAQ NMS: PCMS) announced today that it has sold $100 million of 4 1/4%
convertible subordinated notes due 2002 through a private placement within the
U.S. to qualified institutional buyers and institutional accredited investors in
accordance with Rule 144A and outside the U.S., to non-U.S. persons. The notes
are convertible into common stock of the Company at a conversion price of $27.46
per share. The offering is expected to close on November 10, 1997. The Company
has granted to the initial purchasers, a 30-day option to purchase an additional
$15 million of notes to cover over-allotments, if any. No other terms were
disclosed.
The Company intends to use the net proceeds principally to fund acquisitions,
to pay down and terminate the Company's line-of-credit as well as certain long-
term debt, and for working capital, capital expenditures and other general
corporate purposes.
This announcement is neither an offer to sell nor a solicitation to buy any of
these securities.
The securities are not being registered under the Securities Act of 1933, as
amended, or applicable state securities laws, and may not be offered or sold in
the United States absent registration under the Securities Act of 1933 and
applicable state securities laws or available exemptions from registration
requirements.
