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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) DECEMBER 21, 1998
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P-COM, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-25356 77-0289371
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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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NONE
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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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Private Placement
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On December 22, 1998, P-Com, Inc. (the "Company") entered into an
agreement to sell a $15 million equity investment to three investors, Castle
Creek Partners, LLC, Marshall Capital Management and Heights Capital
Management. A copy of the press release dated December 22, 1998 relating thereto
is attached to this Current Report as Exhibit 99.1 and is incorporated herein.
Item 7. Exhibits.
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Exhibit No. Description
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99.1 Press Release dated December 22, 1998
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SIGNATURE
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 thereunto duly authorized.
P-COM, INC.
DATE: December 22, 1998 By: /s/ Michael J. Sophie
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Name: Michael J. Sophie
Title: Chief Financial Officer
3
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EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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99.1 Press Release dated December 22, 1998
4
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Page 1 of 2
COMPANY CONTACT:
Michael Sophie
Chief Financial Officer
(408) 866-3666
P-COM, INC. ENTERS INTO AN AGREEMENT FOR A $15 MILLION EQUITY INVESTMENT
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CAMPBELL, CA--December 22, 1998--P-Com, Inc. (NASDAQ National Market:
PCMS) announced today that it has entered into an agreement for a $15 million
convertible preferred stock private placement with three investors, Castle
Creek Partners, LLC, Marshall Capital Management, and Heights Capital
Management. Each of the Investors specializes in equity investments in public
technology companies. Under the terms of the purchase agreement, P-Com will
sell 15,000 shares of newly designated Series B Convertible Preferred Stock
for an aggregate purchase price of $15 million. PaineWebber Incorporated
served as the Company's placement agent on this transaction.
The Series B Convertible Preferred Stock is convertible into shares of
Common Stock immediately upon issuance, at conversion rates that vary with
time and with the occurrence of certain events, and, subject to certain
exceptions, will automatically convert into Common Stock three years after the
date of its issuance by the Company. The Series B Convertible Preferred Stock
will accrue a 6% per year premium, payable in cash or Common Stock, and
carries 25% Common Stock purchase warrant coverage, which is exercisable at a
premium to the current stock price. The Series B Convertible Preferred Stock
is redeemable upon the occurrence of certain events.
"This financing will strengthen the cash position on our balance sheet,
positioning us to pursue P-Com's growth opportunities," said Michael J.
Sophie, Chief Financial Officer of the Company.
The securities to be issued in the private placement are not registered
under the Securities Act of 1933, as amended (the "Act"), and will be offered
and sold in the United States under the exemption from registration
requirements provided by Regulation D promulgated under the Act. The Company
will be filing a registration statement covering the resale of the Common
Stock underlying the Series B Convertible Preferred Stock and warrants.
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. In
addition, P-Com provides comprehensive network services including system and
program planning and management, path design and installation. P-Com also
provides network performance monitoring devices.
--more--
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Page 2 of 2
P-COM, INC. ENTERS INTO AN AGREEMENT FOR A $15 MILLION EQUITY INVESTMENT
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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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