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

To: Bernard Levy who wrote (868)	12/23/1998 1:12:00 AM
From: Night Writer	Respond to of 1461

Benard, Thanks for the information. It sounds like shades of CVUS. Hope it has a floor for the stock holder's good. Fortunately, I was just tracking this stock. Good luck to everyone on this thread. NW

To: Bernard Levy who wrote (868)	12/23/1998 9:05:00 AM
From: JakeStraw	Respond to of 1461

The Series B Convertible Preferred Stock is convertible into shares of Common Stock immediately upon issuance, at conversion rates that vary with time and with the occurrence of certain events, and, subject to certain exceptions, will automatically convert into Common Stock three years after the date of its issuance by the Company. The Series B Convertible Preferred Stock will accrue a 6% per year premium, payable in cash or Common Stock, and carries 25% Common Stock purchase warrant coverage, which is exercisable at a premium to the current stock price. The Series B Convertible Preferred Stock is redeemable upon the occurrence of certain events. ''This financing will strengthen the cash position on our balance sheet, positioning us to pursue P-Com's growth opportunities,'' said Michael J. Sophie, Chief Financial Officer of the Company.

To: Bernard Levy who wrote (868)	12/23/1998 9:30:00 AM
From: JakeStraw	Respond to of 1461

P-Com, Inc. Receives Purchase Orders in Excess of $1.5 Million From Service Providers in the Middle East CAMPBELL, Calif.--(BUSINESS WIRE)--Dec. 23, 1998--P-Com, Inc. (Nasdaq National Market:PCMS) announced today that it has received purchase orders from service providers in the Middle East for the supply of spread spectrum radio systems. These orders, valued in excess of $1.5 million, will be used for data circuits in private and public networks. Developing countries utilize spread spectrum solutions for rapid deployment of communications services that are designed to replace the costly and feature-limited wired infrastructure. Applications include cellular, telephone and private networks. P-Com, Inc. develops, manufactures and markets network access systems for the worldwide wireless telecommunications market. The point-to-point, spread spectrum, and point-to-multipoint radio links provided by P-Com are designed to satisfy the network requirements of cellular and personal communications services, corporate communications, public utilities and local governments. In addition, P-Com provides comprehensive network services including system and program planning and management, path design and installation. P-Com also provides network performance monitoring devices. Statements in this release that are forward looking involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to be materially different from any future performance that may be suggested in this release. Such factors may include, but are not limited to, reliance upon subcontractors, fluctuations in customer demand and commitments, both in timing and volume, cancellations of orders without penalties, pricing and competition, the Company's ability to have available an appropriate amount of production capacity in a timely manner, the ability of the Company's customers to finance their purchases of the Company's products and/or services. The timing of new technology and product introductions the risk of early obsolescence and the pending stockholder class action lawsuits. Further, the Company operates in an industry sector where securities values are highly volatile and may be influenced by economic and other factors beyond the Company's control, such as announcements by competitors and service providers. Reference is made to the discussion of risk factors detailed in the Company's filings with the Securities and Exchange Commission, including its reports on Form 10-K and 10-Q. P-Com, Inc., with world headquarters in Campbell, California, USA and offices in Florida, New Jersey, Virginia, the UK, Italy, France, Germany, Poland, Mexico, and China, is an ISO 9001 certified company. For additional information, contact P-Com at: P-Com, Inc. 3175 S. Winchester Boulevard Campbell, CA 95008, USA TEL: 408/866-3666 FAX: 408/866-3655 ------------------------------------------------------------------------ Contact: P-Com, Inc. Michael Sophie, Chief Financial Officer 408/866-3666

To: Bernard Levy who wrote (868)	12/23/1998 12:50:00 PM
From: PAR	Respond to of 1461

Bernard, I read someplace that if you EVER see the words 'floorless convertible' and your stock in the same sentence, then you sell and never look back. I'm deep in a hole with PCMS, and I don't want to lose everything. If these are indeed floorless, then I'm out, period.

To: Bernard Levy who wrote (868)	12/29/1998 8:54:00 PM
From: Springer	Read Replies (2) \| Respond to of 1461

How do you know if the convertable is "floorless"? Here is the 8-K: sec.gov Here is an snip, I really don't know how to read these but I think this is the important part: In the investment, the Company sold 15,000 shares of newly issued Series B Convertible Preferred Stock, having a face value of $1,000 per share (the "Series B Preferred"), and warrants to purchase 1,242,257 shares of the Company's Common Stock (the "Warrants") for an aggregate of $15 million. The offer and sale of these securities in the United States was completed pursuant to the exemption from registration provided by Regulation D under the Securities Act of 1933, as amended (the "Act"). The rights, preferences and privileges of the Series B Preferred are as described in a certificate of designation filed with the Delaware Secretary of State on December 21, 1998 and the Certificate of Correction thereto, filed with the Delaware Secretary of State on December 23, 1998 (together the "Series B Certificate of Designation"). In addition to the Series B Certificate of Designation and the Warrants, in connection with the investment, the Company and the Purchasers have entered into a Stock Purchase Agreement and a Registration Rights Agreement, these documents being referred to collectively herein as the "Transaction Documents." In general, the Series B Preferred is convertible at the election of the holder into shares of Common Stock beginning immediately after issuance until May 14, 1999, at 200% of the average closing bid prices of the Company's Common Stock for the 15 consecutive trading days ending on the date of the Series B investment; provided that from March 25, 1999 through May 14, 1999, if the Company has not achieved $10 million of bona fide, third-party, unaffiliated written contractual commitments for sales of its point to multipoint products and services prior to March 24, 1999, then 7,500 shares of the Series B Preferred shall be convertible at the lower of (i) 200% or (ii) 101% of the lowest average closing bid prices of the Company's Common Stock over any 3 consecutive days during the 15 consecutive day period ending prior to the applicable conversion date (the "Variable Conversion Price"). From and after May 15, 1999, the Series B Preferred is convertible at the lower of (i) 200% or (ii) 105% of the average closing bid prices of the Company's Common Stock for the 15 consecutive trading days immediately prior to and ending on May 14, 1999 or (iii) the Variable Conversion Price. The foregoing conversion rates are subject to adjustment upon the occurrence of certain other events, including but not limited to the Company's failure to obtain stockholder approval to exceed the 20% Limit (as defined below) prior to a predetermined date; the Company's failure to have declared effective a registration statement (as described below) for the Common Stock underlying the Series B Preferred and the Warrants prior to the 180th day after the Series B investment; failure to timely deliver Common Stock upon a Holder's submission of a notice of conversion; failure to redeem the Series B Preferred after providing to the Holders a notice of redemption at the Company's option; the Company's or any subsidiary's public announcement of a merger or consolidation; the issuance of Common Stock or securities convertible or exchangeable into Common Stock at a variable price per share or at a price per share less than a predetermined amount; and the sale by George Roberts, Chief Executive Officer of the Company, or Michael Sophie, Chief Financial Officer of the Company, of securities at less than a predetermined per share price. Springer