<PAGE>
As filed with the Securities and Exchange Commission on October 2, 1998
Registration No. 333-59855
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
P-COM, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 77-0289371
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
3175 S. WINCHESTER BOULEVARD, CAMPBELL, CALIFORNIA 95008
(Address of principal executive offices) (Zip Code)
------------------------
P-COM, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
-----------------------
GEORGE P. ROBERTS
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
P-COM, INC.
3175 S. WINCHESTER BOULEVARD, CAMPBELL, CALIFORNIA 95008
(Name and address of agent for service)
(408) 866-3666
(Telephone number, including area code, of agent for service)
------------------------
This Post-Effective Amendment No. 1 to the Registration Statement shall
hereafter become effective in accordance with the provisions of Section 8(c) of
the Securities Act of 1933.
- --------------------------------------------------------------------------------
RE-ALLOCATION
On July 24, 1998, the Registrant registered on a Form S-8 Registration Statement
with the Securities and Exchange Commission, Registration Number 333-59855,
250,000 shares of the Registrant's Common Stock reserved for issuance under the
P-COM, Inc. Employee Stock Purchase Plan. The Registrant now intends to use
77,500 of such registered shares for issuance to employees of its foreign
subsidiaries under Registrant's International Employee Stock Purchase Plan.
Registrant's Employee Stock Purchase Plan and International Employee Stock
Purchase Plan utilize the same share reserve. Therefore, Registrant is hereby
re-allocating 77,500 of the previously registered shares under the Employee
Stock Purchase Plan, with such re-allocation to be effective immediately upon
the filing of this Post-Effective Amendment. Registrant will re-register said
77,500 shares under the International Employee Stock Purchase Plan on a new Form
S-8 Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on this 1st day of
October, 1998.
P-COM, INC.
By: /s/ George P. Roberts*
------------------------------------
George P. Roberts
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the 1933 Act, as amended, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ----------------------- ----------------------------- -------------------
<S> <C> <C>
/s/George P. Roberts* Chairman of the Board and
- ----------------------- Chief Executive Officer
George P. Roberts (Principal Executive Officer) October 1, 1998
/s/Michael J. Sophie Vice President, Finance October 1, 1998
- ----------------------- and Administration and Chief
Michael J. Sophie Financial Officer (Principal
Financial and Accounting Officer)
/s/Gill Cogan* Director October 1, 1998
- -----------------------
Gill Cogan
/s/John A. Hawkins* Director October 1, 1998
- -----------------------
John A. Hawkins
- ----------------------- Director October __, 1998
M. Bernard Puckett
- ----------------------- Director October __, 1998
James J. Sobczak
</TABLE>
* By /s/Michael J. Sophie October 1, 1998
------------------------------
Michael J. Sophie
Attorney-in-Fact
