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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) MARCH 13, 1998
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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 March 13, 1998, P-Com, Inc., a Delaware corporation ("P-Com"), issued a
press release announcing the execution of a definitive purchase agreement to
acquire the assets of the Wireless Communications Group of Cylink Corporation, a
California corporation ("Cylink"). The consideration for the asset purchase
equalled Sixty Million Five Hundred Thousand Dollars ($60,500,000) consisting of
Forty Six Million Dollars ($46,000,000) in cash and Fourteen Million Five
Hundred Thousand Dollars ($14,500,000) in a short-term, non interest-bearing
unsecured subordinated promissory note. A copy of the press release is attached
hereto and incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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A copy of P-Com's press release announcing the acquisition of Cylink 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: March 13, 1998 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 dated March 13, 1998, issued by P-Com announcing the
signing of a definitive purchase agreement with Cylink.
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FOR IMMEDIATE RELEASE
Page 1 of 3
COMPANY CONTACTS:
Karl R. Spurzem Michael J. Sophie
Investor Relations Chief Financial Officer
(408) 866-3666 (408) 866-3666
P-COM, INC. ANNOUNCES THE EXECUTION OF A DEFINITIVE AGREEMENT TO
ACQUIRE THE WIRELESS COMMUNICATIONS GROUP OF CYLINK CORPORATION
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CAMPBELL, CA, USA (March 13, 1998)--P-Com, Inc. (NASDAQ National Market:
PCMS), announced today the execution of a definitive purchase agreement to
acquire the assets of the Wireless Communications Group of Cylink Corporation
located in Sunnyvale, CA.
The total purchase price is $60.5 million consisting of $46 million in cash
and $14.5 million in a short-term, non interest bearing unsecured subordinated
promissory note. The acquisition will be accounted for under the purchase method
of accounting. The company expects to incur acquisition expenses and a one time
in-process research and development charge of approximately 55% of the purchase
price. It is expected that the acquisition will be completed by March 31, 1998,
subject to regulatory and other customary approvals.
This acquisition will provide P-Com with complementary point-to-point radio
products with data rates as low as 19 kb/s up to T1/E1. These products
strengthen the existing P-Com product line in spread spectrum technology that
provide capacities from T1/E1 up to 4T1/E1. Geographically, the acquisition adds
key distribution capabilities in important markets such as China and Latin
America that together comprise approximately 50% of revenues of the Wireless
Communications Group for 1997.
Since rolling out their first commercial product in 1990, the management
team of the Wireless Communications Group has been highly focused on developing
spread spectrum radio products for voice and data applications in both domestic
and international markets.
--more--
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Page 2 of 3
P-COM, INC. ANNOUNCES THE EXECUTION OF A DEFINITIVE AGREEMENT
TO ACQUIRE THE WIRELESS COMMUNICATIONS GROUP OF CYLINK CORPORATION
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P-Com believes that the addition of the Wireless Communications Group to P-Com
will strengthen P-Com's leadership position in the digital microwave and
millimeter wave radio market.
"The Wireless Communications Group brings to P-Com an accomplished team of
professionals and an exciting product line that complements P-Com's already
broad product family. In addition, it adds significantly to our technical
capabilities," stated George Roberts, Chairman and CEO of P-Com, Inc.
"We believe that the ability to gain greater access to key markets such as
China, Latin America and India will provide future opportunities for our
existing product lines. This merger of strong organizations will further
strengthen P-Com's position as a provider of high quality digital microwave and
millimeter wave radio equipment and services on a global basis," stated Michael
J. Sophie, Chief Financial Officer of P-Com, Inc.
P-Com, Inc. develops, manufactures and markets network access systems for
the worldwide wireless telecommunications market. The point-to-point, spread
spectrum, and point-to-multipoint 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, integration of acquired businesses, fluctuations
in customer demand and commitments, both in timing and volume, the Company's
ability to have available an appropriate amount of production capacity in a
timely manner, the ability of the Company's customers to finance their purchases
of the Company's products and/or
--more--
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Page 3 of 3
P-COM, INC. ANNOUNCES THE EXECUTION OF A DEFINITIVE AGREEMENT
TO ACQUIRE THE WIRELESS COMMUNICATIONS GROUP OF CYLINK CORPORATION
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services, the timing of new technology and product introductions and the risk of
early obsolescence. Further, the Company operates in an 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,
Poland, Mexico, China, Taiwan and Malaysia, 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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