P COM INC
8-K, 1998-09-25
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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<PAGE>
 
                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549


                               _______________


                                  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) SEPTEMBER 24, 1998
                                                 -----------------------------


                                 P-COM, INC.
- ------------------------------------------------------------------------------
             (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
                                                   ---------------------------


                               NOT APPLICABLE
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       (Former name or former address, if changed since last report.)
<PAGE>
 
ITEM 5.   Other Events
- ------    ------------

          In a press release disseminated on September 24, 1998, the
          Registrant publicly announced that a complaint alleging violations
          of California state securities laws was filed against the Registrant
          on September 23, 1998. A copy of the press release is attached
          hereto and incorporated herein by reference.

ITEM 7.   Financial Statements and Exhibits
- ------    ---------------------------------

          A copy of the Registrant's press release announcing a complaint
          alleging violations of California state securities laws was filed
          against the Registrant on September 23, 1998 is attached hereto as an
          exhibit.

<PAGE>
 
                                 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.
                                   -----------
                                   (Registrant)

Date:  September 24, 1998          By:    /s/ Michael J. Sophie
                                          ---------------------

                                   Name:  Michael J. Sophie
                                   Title: Chief Financial Officer
<PAGE>
 
                                EXHIBIT INDEX


     Exhibit
     -------

     99.1          Press Release disseminated September 24, 1998.

<PAGE>
                                                               EXHIBIT 99.1
                              [P-COM LETTERHEAD]
                              ------------------



FOR IMMEDIATE RELEASE



                             P-COM, INC. TO DEFEND
                         AGAINST CLASS ACTION LAWSUIT



Campbell, California (September 24, 1998):
 
          P-Com, Inc. today announced that a class action lawsuit, alleging
violations of California state securities laws, was filed yesterday against the
Company and certain of its directors and officers in Santa Clara Superior Court.

          The complaint, brought by Leonard Vernon and Gayle M. Wing, seeks
unspecified money damages.  The Company stated that it believes the lawsuit is
without merit and intends to defend against it vigorously.

          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, fluctuations in customer demand and commitments, 
both in timing and volume, pricing and competition, 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 services, the timing of new technology and product 
introductions and 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, such as announcements by competitors and service 
providers. 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.
<PAGE>
 
          P-Com, Inc., with world headquarters in Campbell, California, USA and
offices in Florida, New Jersey, Virginia, the UK, Italy, France, Germany,
Poland, Mexico, and China, 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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