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Pursuant to Rule 424(B)(3)
Registration No. 333-45463
PROSPECTUS SUPPLEMENT NO. 1
(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 (i) the revision
of the section entitled "Incorporation of Certain Documents by Reference" in
P-Com, Inc.'s (the "Company" or "P-Com") prospectus included as part of the
Company's Registration Statement No. 333-45463 filed February 2, 1998, amended
April 27, 1998 and declared effective May 6, 1998 and (ii) the resale by CFW-
C, L.P. of $8,000,000 in aggregate principal amount of the Company's 4 1/4%
Convertible Subordinated Notes due 2002 (the "Notes"), 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.
On May 6, 1998, the Company filed an amended report of Form 10-K/A, amending
Item 14 in respect of providing certain information in a material contract
that is no longer covered by a confidential treatment request. In this regard,
the first type of document listed in the "Incorporation of Certain Documents
by Reference" should be amended and restated in its entirety to read:
"1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed on March 31, 1998 and the Company's Annual Report
on Form 10-K/A for the fiscal year ended December 31, 1997, filed on May 6,
1998;"
Based on information provided to the Company, the aggregate principal amount
of the Notes that are currently beneficially owned by CFW-C, L.P. is
$8,000,000, all of which may be sold at this time pursuant to the Prospectus
as supplemented hereby. The Notes held by CFW-C, L.P. are convertible into
291,332 shares of the Company's Common Stock assuming a conversion price of
$27.46 per share and a cash payment in lieu of any fractional share interest
amount. Additional information concerning the Selling Securityholders may be
set forth from time to time in additional supplements to the Prospectus. The
total outstanding aggregate principal amount of the Notes is $100,000,000.
The closing price of the Company's Common Stock as reported on The Nasdaq
National Market on May 5, 1998 was $18.75 per share.
The date of this Prospectus Supplement is May 6, 1998.
