<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the
[_] Definitive Proxy Statement Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)14a-11 or (S)240.14a-12.
P-COM, INC.
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies.
-------------------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies.
-------------------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount of which the
filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------------
4. Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------------
5. Total fee paid:
-------------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or Schedule and the date of its filing.
6. Amount previously paid:
-------------------------------------------------------------------------------
7. Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------------
8. Filing Party:
-------------------------------------------------------------------------------
9. Date filed:
-------------------------------------------------------------------------------
<PAGE>
P-COM, INC.
PROXY STATEMENT
WRITTEN CONSENT SOLICITATION OF STOCKHOLDERS
August 18, 2000
These proxy statement materials and the enclosed Consent are being mailed in
connection with the solicitation of written consents by the Board of Directors
of P-Com, Inc., a Delaware corporation (the "Company"). These materials were
first sent to stockholders of record beginning on approximately August 18,
2000.
The mailing address of the principal executive office of the Company is 3175
South Winchester Boulevard, Campbell, California 95008.
Consents are to be submitted by no later than October 18, 2000 to the
Company at Boston Equiserve Proxy Services, P.O. Box 9379, Boston,
Massachusetts 02205-9954
VOTING RIGHTS AND SOLICITATION
Any stockholder executing a Consent has the power to revoke it at any time
before October 18, 2000 (or, if earlier, the date on which at least the
minimum number of shares have consented in order to approve the proposal) by
delivering written notice of such revocation to the Secretary of the Company.
The cost of soliciting Consents will be paid by the Company and may include
reimbursement paid to brokerage firms and others for their expense in
forwarding solicitation material. In addition, we have engaged Corporate
Investor Communications, Inc. to assist us in soliciting Consents, at a fee of
$8,000. Solicitation will be made primarily through the use of the mail but
also personally or by telephone. Regular employees of the Company may also,
without additional remuneration, solicit Consents personally or by telephone.
The record date for determining those stockholders who are entitled to give
Consents has been fixed as August 11, 2000. At the close of business on the
record date, the Company had 77,228,710 issued and outstanding shares of
Common Stock. Each share of Common Stock is entitled to one vote on this
matter.
On this matter, which requires the affirmative vote of a majority of the
outstanding shares, abstentions (including failures to return Consents) and
broker nonvotes have the same effect as a negative vote.
PROPOSAL 1
AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO INCREASE THE
AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 95,000,000 TO 145,000,000
The Company has 77,228,710 shares of Common Stock outstanding and has
reserved another 13,419,561 shares of Common Stock for issuance under
incentivation plans, warrants and convertible notes. Therefore, the Company
has almost exhausted its supply of authorized (but not yet issued or reserved)
Common Stock. Approval of the amendment to the Company's Certificate of
Incorporation (as previously approved by the Board of Directors) to increase
the authorized number of shares of Common Stock from 95,000,000 to
145,000,000, creating an additional 50,000,000 shares of Common Stock (the
"Additional Shares"), will enable the Board of Directors, without further
action of the stockholders, to issue shares of Common Stock, up to the new
authorized number of shares, from time to time for various purposes as the
Board of Directors deems necessary. Such purposes include possible future
financing or acquisition transactions, stock dividends or distributions, and
employee compensation and incentivization. Such issuances, particularly if in
private financings, could be at prices less than the public trading price of
the Common Stock at the time. Stockholders should be aware that the Company's
working capital requirements have increased and the Company may need
<PAGE>
to, among other things, issue and sell unregistered Common Stock in private
transactions to fund working capital requirements. Such transactions might not
be available on terms favorable to the Company, or at all. The Common Stock
authorized would be available for issuance by the Board of Directors without
further action by the stockholders, unless such action were specifically
required by applicable law or rules of any stock exchange or market system on
which the Company's securities may then be listed.
Shares of Common Stock issued by the Board of Directors could be utilized,
under certain circumstances, to make an attempt to gain control of the Company
more difficult or time-consuming. For example, shares of Common Stock could be
issued to purchasers who might side with management in opposing a takeover bid
which the Board of Directors determines is not in the best interests of the
Company and its stockholders. This provision may thus be viewed as having
possible anti-takeover effects. In certain circumstances the issuance of
Common Stock without further action by the stockholders may have the effect of
delaying, deferring or preventing a change of control of the Company, may
discourage bids for the Company's Common Stock at a premium over the market
price of the Common Stock and may adversely affect the market price of Common
Stock.
The proposed amendment to the Company's Certificate of Incorporation which
would authorize the Additional Shares will not otherwise alter or modify the
rights, preferences, privileges or restrictions of the Common Stock.
Approvals Required
The affirmative written consent of the holders of not less than a majority
of the outstanding shares is required to approve the proposal.
The Board of Directors recommends that stockholders sign and return Consents
FOR the approval of the amendment of the Company's Certificate of
Incorporation to increase the authorized number of shares of Common Stock to
145,000,000.
<PAGE>
OWNERSHIP OF SECURITIES
The following table sets forth certain information known to the Company with
respect to the beneficial ownership of the Company's Common Stock as of August
1, 2000, by (i) all persons who are beneficial owners of five percent (5%) or
more of the Company's Common Stock, (ii) each director of the Company, (iii)
the five persons serving as executive officers of the Company on December 31,
1999 who were the most highly compensated by the Company in 1999, (iv) two
additional persons (Messrs. Antoniucci and Sophie) who were executive officers
at some times during 1999 but not on December 31, 1999, and whose cash
compensation would have placed them among the five most highly-compensated
executive officers for 1999, and (v) all current directors and executive
officers as a group. Each of the stockholders has sole voting and investment
power with respect to the shares beneficially owned, subject to community
property laws, where applicable.
<TABLE>
<CAPTION>
Percentage
Shares of Shares
Beneficially Beneficially
Beneficial Owner Owned (#) Owned(1)
---------------- ------------ ------------
<S> <C> <C>
State of Wisconsin Investment Board.............. 10,970,000 14.2
P.O. Box 7842
Madison, WI 53707
George P. Roberts(2)............................. 1,322,405 1.7
Pier G. Antoniucci............................... 29,947 *
Paul T. Obert(3)................................. 42,294 *
Sunil B. Poduval................................. 8,800 *
Michael J. Sophie................................ -0- *
Robert E. Collins(4)............................. 61,979 *
John R. Wood(5).................................. 132,176 *
John A. Hawkins(6)............................... 30,000 *
Brian T. Josling(7).............................. 20,000 *
M. Bernard Puckett(8)............................ 81,332 *
James J. Sobczak(9).............................. 126,909 *
All current directors and executive officers as a
group (9 persons)(10)........................... 1,862,298 2.4%
</TABLE>
--------
* Less than one percent of the outstanding Common Stock
(1) Percentage of ownership is based on 77,181,701 shares of Common Stock
outstanding on August 1, 2000. Shares of Common Stock subject to stock
options that are currently exercisable or will become exercisable within
60 days after August 1, 2000 are deemed outstanding for computing the
percentage of the person or group holding such options, but are not
deemed outstanding for computing the percentage of any other person or
group.
(2) Includes 1,094,581 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
August 1, 2000.
(3) Includes 40,652 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
August 1, 2000.
(4) Includes 61,979 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
August 1, 2000.
(5) Includes 85,832 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
August 1, 2000.
(6) Includes 30,000 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
August 1, 2000.
(7) Includes 20,000 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
August 1, 2000.
(8) Includes 61,332 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
August 1, 2000.
(9) Includes 125,250 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
August 1, 2000.
(10) Includes 1,519,626 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
August 1, 2000.
<PAGE>
DISSENTERS' RIGHTS OF APPRAISAL
Delaware law does not provide for appraisal rights with respect to the
proposal being acted upon.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL PROXY STATEMENT
Under the present rules of the Securities and Exchange Commission (the
"SEC"), the deadline for stockholders to submit proposals to be considered for
inclusion in our Proxy Statement for next year's Annual Meeting of
Stockholders is March 31, 2001. Such proposals may be included in next year's
Proxy Statement if they comply with certain rules and regulations promulgated
by the SEC. The deadlines for stockholders to submit proposals to be
considered for inclusion in our 1999 and 2000 annual meeting proxy statements
have already passed.
By Order of the Board of Directors
_____________________________________
George P. Roberts
Chief Executive Officer
Dated: August 18, 2000
<PAGE>
P-COM, INC.
WRITTEN CONSENT SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Please return the consent form promptly to the Company at Boston Equiserve
Proxy Services, P.O. Box 9379, Boston, Massachusetts 02205-9954. This consent
form must be received by P-Com, Inc. by no later than the deadline stated in the
Proxy Statement in order for your vote to count.
The Board of Directors recommends a vote FOR Proposal 1
Proposal to the amend Certificate of Incorporation to increase the
authorized number of shares of Common Stock to 145,000,000.
Vote FOR Vote AGAINST ABSTAIN
[_] [_] [_]
(Please sign and date below)
Dated: , 2000
----------------------------
-----------------------------------------
Signature of Stockholder
-----------------------------------------
Signature of Stockholder
If signing as attorney, executer,**********
guardian, please give full title as such, and
****** a corporation, give your title. When
shares are in the names of more than one
person, each should sign
