P COM INC
10-Q/A, 2000-11-16
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                _______________

                                  FORM 10-Q/A
                                Amendment No. 1


(Mark One)

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the quarterly period ended September 30, 2000.

                                       OR

[_]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the transition period from          to             .

                        Commission File Number: 0-25356
                                _______________
                                  P-Com, Inc.
             (Exact name of Registrant as specified in its charter)
                                _______________


                 Delaware                          77-0289371
     (State or other jurisdiction of      (IRS Employer Identification No.)
      incorporation or organization)

     3175 S. Winchester Boulevard, Campbell, California          95008
        (Address of principal executive offices)               (zip code)


       Registrant's telephone number, including area code: (408) 866-3666
                                _______________

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

              Yes [X]   No [ ]

As of October 16, 2000, there were 80,373,358 shares of the Registrant's Common
Stock outstanding, par value $0.0001 per share.

This quarterly report on Form 10-Q Consists of 3 pages of which this is page 1.

                                       1
<PAGE>

Statement of Explanation

On Nov 15, 2000, the Company instructed our financial printer to file on our
behalf, via EDGAR, a Form 12b-25 (NT10-Q) for a filing date extension for the
Form 10-Q for the quarter ended Sept 30, 2000. The financial printer erred and
instead filed a preliminary draft of the Form 10-Q itself. This draft contained
many errors and was never intended to be filed. No investor should base an
investment decision on anything contained in this draft. It should be ignored in
its entirety.

Later on Nov 15, 2000 the Company filed a proper Form 12b-25 for a filing date
extension for the Form 10-Q.  The Form 12b-25 promised, and it remains the
Company's intention to file a finalized and correct Quarterly Report on Form 10-
Q by no later than Nov 20, 2000, the last day of the Rule 12b-25 extension
period.  This finalized and correct Quarterly Report will be filed as a Form 10-
Q/A, on or before Nov 20, 2000.

                                       2
<PAGE>

SIGNATURES



  Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.



                                          P-COM, INC.


Date: November 16, 2000      By:  /s/ George P. Roberts
                                  ------------------------------------------
                                  George P. Roberts
                                  Chairman of the Board of Directors
                                  and Chief Executive Officer
                                  (Principal Executive Officer)


Date: November 16, 2000      By:  /s/ Leighton J. Stephenson
                                  ------------------------------------------
                                  Leighton J. Stephenson
                                  Chief Financial Officer and
                                  Vice President, Finance and Administration
                                  (Principal Financial Officer)

                                       3


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