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Pursuant to Rule 424(b)(3) and (c)
Registration No. 333-45463
PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED MAY 6, 1998)
$100,000,000
P-COM, INC.
4 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2002
INTEREST PAYABLE MAY 1 AND NOVEMBER 1
AND SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION THEREOF
This Prospectus Supplement (this "Supplement") relates to $100,000,000
aggregate principal amount of 4 1/4% Convertible Subordinated Notes due 2002
(the "Notes") of P-Com, Inc., a Delaware corporation (together with its
subsidiaries, "P-Com" or the "Company"), and the shares of common stock, par
value of $.0001 per share, of the Company (the "Common Stock") which are
issuable upon conversion of the Notes (the "Shares"). The Notes and the Shares
that are being registered hereby are to be offered for the account of the
holders thereof (the "Selling Securityholders"). The Notes were originally
issued in a private placement consummated in November 1997. This Supplement is
not complete without, and may not be delivered or utilized except in
connection with, the prospectus dated May 6, 1998, as amended and supplemented
to date (the "Prospectus"). All capitalized terms used but not defined in this
Supplement shall have the meanings given them in the Prospectus.
SELLING SECURITYHOLDERS
The following table sets forth the principal amount of notes owned by
Selling Securityholder and the number of Shares into which such Notes are
convertible who were not specifically identified in the Prospectus as Selling
Securityholders. The table of Selling Securityholders in the Prospectus is
hereby amended to include the following Securityholders:
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
AGGREGATE PRINCIPAL PERCENT OF COMMON STOCK
AMOUNT OF NOTES NOTES THAT MAY
BENEFICIAL HOLDER THAT MAY BE SOLD OUTSTANDING BE SOLD(1)
- ----------------- ------------------- ----------- ------------
<S> <C> <C> <C>
PaineWebber Incorporated(2)........ 7,150,000 7.150% 260,379
</TABLE>
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(1) Assumes a conversion price of $27.46 per share and a cash payment in lieu
of any fractional share interest.
(2) During the past three years, PaineWebber Incorporated has served as co-
managing underwriter on each of P-Com's three underwritten offerings,
served as investment adviser, served as placement agent in connection with
the offer and sale of Notes and have provided and may in the future
provide financial advisory or other services to the Company for which it
has received and may in the future receive customary fees, reimbursement
of expenses and indemnification protection.
* 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 MAY 15, 1998.
