SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 8-K PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) APRIL 30, 2004 (APRIL 29, 2004) 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 (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 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) ---------------- ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. See attached Exhibit Index. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On April 29, 2004, the Registrant issued a press release to report its financial results for its first quarter ended March 31, 2004. Also, on that date, the Registrant held an investor conference call where management delivered prepared remarks relating to the Registrant's financial condition and results from operations for the quarter ended March 31, 2004. The press release is attached hereto as Exhibit 99.1 and a copy of the script is attached hereto as Exhibit 99.2. Both Exhibits are incorporated herein in their entirety by reference. The information contained herein and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, where such incorporation is provided for, and shall be specifically incorporated by reference into our currently effective registration statements on Form S-1 and Form S-8. Except as provided in the previous sentence, the information in this Item 12, including Exhibit 99.1 and Exhibit 99.2 hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. (c) Exhibits Number Description of Document ------ -------------------------------------------- 99.1 Press release of P-Com, Inc. dated April 29, 2004 to report its financial results for its first quarter ended March 31, 2004. 99.2 Script of P-Com, Inc. investor conference call dated April 29, 2004. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. P-COM, INC. By: /s/ Daniel W. Rumsey ------------------------------------- Daniel W. Rumsey Acting Chief Financial Officer and Vice President Date: April 30, 2004 EXHIBIT INDEX Number Description ------ -------------------------------------------- 99.1 Press release of P-Com, Inc. dated April 29, 2004 to report its financial results for its first quarter ended March 31, 2004. 99.2 Script of P-Com, Inc. investor conference call dated April 29, 2004.