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Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-30473
PROSPECTUS SUPPLEMENT NO. 2
TO
PROSPECTUS DATED JULY 31, 1997
AND PROSPECTUS SUPPLEMENT DATED OCTOBER 21, 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 and the Prospectus Supplement filed with the Securities and Exchange
Commission on October 21, 1997 (collectively, 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 Supplement 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 the
Company's 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.
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 for the number of shares of Common Stock
indicated. The table of Selling Stockholders in the Prospectus is hereby
amended to include the following
1.
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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>
Kurt Higgins and 250 * 250
Erin P. Higgins JTWROS
Joleen D. Higgins 250(2) * 250(2)
Maria Connors, Custodian 250 * 250
for Padraic Connors UGMA/CT
Sean Connors, Custodian 250 * 250
for
Morgan Taylor Connors UGMA
Sean Connors and Maria 250 * 250
Connors JTWROS
Stacey Rae Cohane, Custodian 250 * 250
for Ryan Finnegan Cohane
Stacey Rae Cohane, Custodian 250 * 250
for Mackinzie Rae Cohane
Stacey Rae Cohane, Custodian 250 * 250
for Callahan Jack Cohane
Stacey Rae Cohane 250 * 250
Brianna L. Coston 250 * 250
</TABLE>
- ---------------------------------------------
* less than one percent
(1) This Registration Statement shall also cover any additional shares of
Common Stock which became or will 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.
(2) Indicates shares owned by the Selling Stockholder in addition to those
previously set forth in the Prospectus due to a transfer of Common Stock.
* 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 FEBRUARY 17, 1998
2.
