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Technology Stocks : p-com (pcms) -- Ignore unavailable to you. Want to Upgrade?

To: Fhirdia who wrote (728)	7/26/1998 4:37:00 PM
From: CharlieFox	Read Replies (1) \| Respond to of 1461

"There's something going on here, but you don't know what it is, do you Mr. Jones?" --Bob Dylan I sure have no clue...but I do have a couple of observations and some questions. I scanned this thread back to the beginning and found no discussion of the "Private Placement of $150 Million Convertible Subordinated Notes" [turned out only to be $100 mil] that took place last Nov 5th. Could the unknown non-US persons who bought these notes be manipulating the common stock price to their advantage? As I understand it, owners of such notes can and do sell the common stock short in an attempt to drive down the price on the shares so that they can convert their notes cheaply and end up owning a substantial chunk of the company. --but that doesn't make sense. The conversion price on these notes is $27.46 isn't it, so why convert them when you can buy the shares on the open market for less than $7. I'm so confused... Maybe someone here can make sense of it all. The press release on the convertible notes is at: p-com.com On a different subject (I really hate to bring this up), but P-Com had a substantial [$20 million] stake in Papua-New Guinea which seemingly might have to be written off. See: p-com.com And if anyone can figure out that "poison pill" arrangement and how it might relate to the convertible notes, I sure would be appreciative if you could 'splain it to me. I've read it several times and still can't make sense of it. But it looks like the death spiral in PCMS's price started about the same time. "Sometimes I sits and thinks...and sometimes I just sits." --unknown

To: Fhirdia who wrote (728)	7/28/1998 11:05:00 AM
From: CharlieFox	Read Replies (2) \| Respond to of 1461

TYPE: 424B3 SEQUENCE: 1 DESCRIPTION: PROSPECTUS SUPPLEMENT DATED 05/15/98 Pursuant to Rule 424(b)(3) and (c) Registration No. 333-45463 PROSPECTUS SUPPLEMENT NO. 2 (TO PROSPECTUS DATED MAY 6, 1998) $100,000,000 P-COM, INC. 4 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2002 INTEREST PAYABLE MAY 1 AND NOVEMBER 1 AND SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF This Prospectus Supplement (this "Supplement") relates to $100,000,000 aggregate principal amount of 4 1/4% Convertible Subordinated Notes due 2002 (the "Notes") of P-Com, Inc., a Delaware corporation (together with its subsidiaries, "P-Com" or the "Company"), and the shares of common stock, par value of $.0001 per share, of the Company (the "Common Stock") which are issuable upon conversion of the Notes (the "Shares"). The Notes and the Shares that are being registered hereby are to be offered for the account of the holders thereof (the "Selling Securityholders"). The Notes were originally issued in a private placement consummated in November 1997. This Supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus dated May 6, 1998, as amended and supplemented to date (the "Prospectus"). All capitalized terms used but not defined in this Supplement shall have the meanings given them in the Prospectus. SELLING SECURITYHOLDERS The following table sets forth the principal amount of notes owned by Selling Securityholder and the number of Shares into which such Notes are convertible who were not specifically identified in the Prospectus as Selling Securityholders. The table of Selling Securityholders in the Prospectus is hereby amended to include the following Securityholders: NUMBER OF SHARES OF AGGREGATE PRINCIPAL PERCENT OF COMMON STOCK AMOUNT OF NOTES NOTES THAT MAY BENEFICIAL HOLDER THAT MAY BE SOLD OUTSTANDING BE SOLD(1) ----------------- ------------------- ----------- ------------ PaineWebber Incorporated(2)........ 7,150,000 7.150% 260,379 -------- (1) Assumes a conversion price of $27.46 per share and a cash payment in lieu of any fractional share interest. (2) During the past three years, PaineWebber Incorporated has served as co- managing underwriter on each of P-Com's three underwritten offerings, served as investment adviser, served as placement agent in connection with the offer and sale of Notes and have provided and may in the future provide financial advisory or other services to the Company for which it has received and may in the future receive customary fees, reimbursement of expenses and indemnification protection. * The Company may amend or supplement the Prospectus and this Prospectus Supplement from time to time to update the disclosure set forth therein and herein. THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MAY 15, 1998.