Found this last night. There is no news wire in regard to this. My guess is that PCMS will announce the offering after earnings.Form S-3 for P COM INC filed on Jan 21 1999
As filed with the Securities and Exchange Commission on January 21, 1999
Registration No. 333-xxxxx
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933, as amended
---------------
P-COM, INC.
(Exact name of Registrant as specified in its charter)
Delaware 77-0289371
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3175 S. Winchester Boulevard, Campbell, CA 95008
(408) 866-3666
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
George P. Roberts
Chairman of the Board and Chief Executive Officer
P-Com, Inc.
3175 S. Winchester Boulevard
Campbell, CA 95008
(408) 866-3666
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
---------------
Copy to:
Warren T. Lazarow, Esq.
Brobeck, Phleger & Harrison LLP
Two Embarcadero Place
2200 Geng Road
Palo Alto, California 94303
(650) 424-0160
---------------
Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the
following box and list the Securities Act of 1933, as amended, registration
statement number of the earlier effective registration statement for the same
offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, as amended, check the following box and list
the Securities Act of 1933, as amended, registration statement number of the
earlier effective registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Proposed
Amount Maximum Proposed
Title of Securities to be Offering Price Aggregate Amount of
to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
---------------------------------------------------------------------------------------------
Common Stock, $0.0001 par
value per share "Common
Stock".................... 13,000,000(2) $7.14065 $92,828,450.00 $25,806.31
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(c) under the Securities Act of 1933, as amended,
based upon the average of the high and low sale prices per share of the
Company's Common Stock on the Nasdaq National Market as of January 15,
1999.
(2) Includes shares of Common Stock which may be offered pursuant to this
registration statement issuable upon conversion of 15,000 shares of Series
B Convertible Preferred Stock (the "Series B Preferred Stock") and upon
exercise of warrants to purchase up to 1,242,257 shares of Common Stock
(the "Warrants").The aggregate number of shares listed above also includes
shares of Common Stock which may be issued upon payment of premiums,
failures to satisfy certain obligations, interest and anti-dilution
adjustments on the Series B Preferred Stock and Warrants. Pursuant to Rule
416, this registration statement also registers an indeterminate number of
shares of Common Stock as may be issued or become issuable upon conversion
of Series B Preferred Stock and exercise of the Warrants in accordance with
their respective terms to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
---------------
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PRELIMINARY PROSPECTUS
(SUBJECT TO COMPLETION, DATED JANUARY 21, 1999)
13,000,000 Shares
P-COM, INC.
----------------
COMMON STOCK
($0.0001 PAR VALUE)
----------------
This prospectus relates to the resale by the Selling Stockholders listed
herein of shares of our Common Stock. The number of shares offered consists of
shares of Common Stock (1) as may be issued upon conversion of 15,000 shares of
our Series B Preferred Stock, (2) as may be issued upon exercise of Warrants to
purchase up to 1,242,257 shares of our Common Stock issued in connection with
the sale of the Series B Preferred Stock and (3) as may be issued upon the
payment of premiums, failures to satisfy certain obligations, interest and
anti-dilution adjustments on the Series B Preferred Stock and Warrants. In
addition, pursuant to Rule 416, this prospectus relates to the resale of such
indeterminate number of shares of our Common Stock as may be issued or become
issuable in accordance with the terms of the Series B Preferred Stock and the
Warrants to prevent dilution resulting from stock splits, stock dividends or
similar transactions. The aggregate proceeds to the Selling Stockholders will
be the purchase price at which such shares are sold less the aggregate agents'
commissions and underwriters' discounts, if any. The prices at which such
Selling Stockholders may sell their shares will be determined by the prevailing
market price for the shares or in negotiated transactions. We will not receive
any of the proceeds from sales of the shares. Pursuant to a Registration Rights
Agreement, dated December 21, 1998, we have agreed to pay all of the expenses
of registration of the Common Stock, excluding underwriting discounts and
commissions, if any. We have also agreed to indemnify the Selling Stockholders
against liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act").
Our Common Stock is traded on the Nasdaq National Market (Nasdaq Symbol:
PCMS). On January 20, 1999, the closing price of the Company's Common Stock was
$7.9063.
See "Risk Factors" commencing on page 4 for a discussion of certain factors
that should be considered by prospective investors.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
----------------
The date of this prospectus is , 1999.
Information in this prospectus is not complete and may be changed. A
registration statement relating to the securities to be offered and sold
hereunder has been |
