content: <PAGE>
   
                       SECURITIES AND EXCHANGE COMMISSION
  
                             WASHINGTON, D.C. 20549
  
                                 ---------------
  
                                    FORM 8-K
                                          
                                 CURRENT REPORT
  
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
  
                         SECURITIES EXCHANGE ACT OF 1934
  
  
  Date of Report (Date of earliest event reported)   DECEMBER 21, 1998
                                                     -----------------
  
  
                                   P-COM, INC.
  --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)
  
  
   
            DELAWARE                    0-25356               77-0289371
  --------------------------------------------------------------------------------
  (State or Other Jurisdiction        (Commission           (IRS Employer
       of Incorporation)              File Number)        Identification No.)
  
  
  
  3175 S. WINCHESTER BOULEVARD, CAMPBELL, CALIFORNIA            95008
  --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                    (Zip Code)
   
  
  
  Registrant's telephone number, including area code   (408) 866-3666
                                                     -----------------------------
  
  
                                      NONE
  --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report.)
  <PAGE>
   
  Item 5.  Other Events.
           ------------ 
  
  Private Placement
  -----------------
  
                   On December 22, 1998, P-Com, Inc. (the "Company") received
  a $15 million investment from funds affiliated with three investors, Castle
  Creek Technology Partners LLC, Marshall Capital Management, and Heights Capital
  Management, (the "Purchasers"). A copy of the press release dated December 22,
  1998 announcing the signing of a definitive agreement in connection with such
  investment is attached hereto and incorporated by reference herein.
  
                   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.
  
                   Assuming certain conditions are met, the Series B Preferred
  will automatically convert into Common Stock three years after the date of its
  issuance by the Company. The Series B Preferred accrues a 6% per year premium,
  payable in cash or Common Stock at the Company's option. From and after 181
  days after the Series B Preferred investment and upon sufficient notice, if
  the then-effective conversion price is less than 75% of the closing price for
  the Company's Common Stock on the date of the Series B Preferred investment,
  instead of converting the Series B Preferred into Common Stock upon a Holder's
  request, the Company may elect to pay such Holder the equivalent value of the
  Common Stock in cash.
  
                   Upon the occurrence of certain events deemed within the
  Company's control, the Series B Preferred is redeemable at a Holder's option at
  the greater of 133% of the original issue price of the Series B Preferred, plus
  the 6% premium and any default amounts, or a predetermined redemption formula
  based on the average of the closing bid prices for the Company's Common Stock
  during the period beginning on the date of the Company's redemption notice and
  ending on the date of redemption (the "Redemption Formula Amount"). In certain
  circumstances, the Company may be able to avoid redemption if the Company cures
  such events prior to the redemption election by a Holder. If the Company is
  unable to avoid redemption and unable to redeem the Series B Preferred upon
  request, the Company must redeem that portion which is permitted and,
  thereafter, use its best efforts to remedy the impairment preventing redemption.
  In addition, certain of the foregoing events may also cause the Company to
  
                                         1
  <PAGE>
   
  become subject to additional penalties, some of which are payable in cash only
  and some of which are payable in cash or additional shares of Common Stock, at
  the Company's option.
  
                   Upon the occurrence of certain other events deemed outside of
  the Company's control ("Override Election Events"), the Company is subject to
  significant cash penalties. All cash penalties payable as a result of an
  Override Election Event, together with all cash penalties payable under the
  other Transaction Documents, are capped at an aggregate of 33% of original
  issue price of the Series B Preferred investment plus a default interest rate,
  if applicable. In addition to the foregoing cash penalties, upon the
  occurrence of an Override Election Event, the Holders can require the Company
  to list its Common Stock on the over-the-counter electronic bulletin board
  which, as of the date hereof, has no 20% Limit or similar restriction and,
  thereafter, require the Company to honor all requested conversions.
  
                   So long as an event pursuant to which the Holders are
  entitled to redeem or an Override Election Event has not occurred (or if such
  event has occurred in the past, it has been cured for at least the six
  immediately preceding consecutive months without the occurrence of any other
  such event); the Series B Preferred is redeemable at the Company's option in
  certain limited circumstances at premiums varying from 115% to 160% of the
  original issue price of the Series B Preferred, plus the 6% premium and a
  default interest rate, if applicable. The Company must redeem all of the Series
  B Preferred unless in excess of $5,000,000 of Series B Preferred (in $1 million
  increments) will be redeemed. If the Company fails to redeem the Series B
  Preferred after providing a notice of redemption at the Company's option to the
  Holders of the Series B Preferred, the Company forfeits all future redemptions
  at the Company's option and the conversion rate of the Series B Preferred will
  be adjusted.
  
                   The Series B Preferred is senior to the Company's Series A
  Convertible Preferred Stock and Common Stock in respect of the right to
  receive dividend payments and liquidation preferences. The Series B Preferred
  has no voting power, except as otherwise provided by applicable law. In
  connection with the issuance of the Series B Preferred, the Company has
  agreed, for a period of 365 days following the Series B Preferred investment,
  not to issue or agree to issue any equity securities at a price less than fair
  market value or at a variable or re-settable price, subject to limited
  exceptions. In addition, the Company is prohibited from, among other things,
  altering, changing or otherwise adversely affecting the terms of the Series B
  Preferred; creating or issuing any senior or pari passu securities; redeeming or
  paying any dividend on any junior securities; acting so as to generate taxation
  under Section 305 of the Internal Revenue Code of 1986, as amended; and selling
  or transferring all or substantially all of the Company's assets without prior
  approval by the Purchasers.
  
                   In cases where the Company merges or consolidates with a
  public company meeting certain threshold criteria, the Holders will be
  entitled to receive, following consummation of such merger or consolidation,
  the consideration that such Holder would have received if such Holder had
  converted its Series B Preferred on the trading day immediately preceding the
  public announcement of such merger or consolidation. In cases where the
  Company merges or consolidates with a private company or a public company not
  meeting the threshold criteria (unless such merger or consolidation is an
  acquisition by the Company of another entity where the Company issues less
  than 20% of its Common Stock in consideration therefor), the Holders will be
  entitled, at their option, following consummation of such merger or
  consolidation, (i) to retain their preferred stock which will thereafter
  convert into the Common Stock of the surviving company or (ii) receive either
  (x) the consideration that such Holder would have received if such Holder had
  converted its Series B Preferred on the trading day immediately preceding the
  public announcement of such merger or consolidation or (y) cash equal to 125%
  of the original issue price of the Series B Preferred, plus the 6% premium and
  a default interest rate, if applicable.
  
                   The Warrants are immediately exercisable until the earlier
  of: (i) December 21, 2003 and (ii) the date on which the closing of a
  consolidation, merger or other business combination with or into another entity
  pursuant to which the Company does not survive. The exercise price for the
  Common Stock underlying the Warrant is $3.47 (subject to adjustment). In the
  event the Company merges or consolidates with any other company, the
  warrantholders are entitled to similar choices as to the consideration they will
  receive in such merger or consolidation as are provided to the Holders of the
  Series B Preferred. In addition, the number of shares issuable upon exercise of
  the Warrants is subject to anti-dilution adjustment if the Company sells Common
  Stock or securities convertible into or exercisable for Common Stock (excluding
  certain issuances such as Common Stock issued under employee, director or
  consultant benefit plans) at a price per share less than the exercise price of
  the Warrants.
  
                                         2
  <PAGE>
   
                   Pursuant to the Registration Rights Agreement, the Company is
  obligated to file, within 20 business days of the Series B Preferred
  investment, with the Securities and Exchange Commission (the "Commission") a
  "shelf" registration statement covering the resale of all shares of Common
  Stock issuable upon conversion of the Series B Preferred and exercise of the
  Warrants. Such registration statement must be declared effective by the
  Commission by the 90th day following the Series B Preferred investment (with a
  30 day extension if Commission comments cause delay despite the Company's best
  efforts to cause the registration statement to become effective). If the
  registration statement is not effective within the prescribed time frame, or
  if, once effective, the registration statement cannot be used for more then a
  predetermined period, the Company is subject to a variable penalty depending
  upon the amount of time the registration statement is unusable. In addition to
  the foregoing, the Company is obligated to allow the Purchasers to inspect
  Company records, to maintain the listing of its Common Stock on Nasdaq or
  another market acceptable to the Purchasers, and to indemnify the Holders for
  all claims arising out of the Transaction Documents or the registration
  statement(s).
  
                   The rules of Nasdaq, on which the Company's Common Stock is
  currently listed, require that, prior to the sale or issuance at a price less
  than the greater of book or market value, of Common Stock (or securities
  convertible into or exercisable for Common Stock) equal to 20% or more of the
  Common Stock of the Company outstanding before such issuance, the Company
  obtain stockholder approval of such issuance (the "20% Limit"). As the number
  of shares that may be required to be issued pursuant to the Transaction
  Documents may, at some future time, require the Company to issue at a
  discounted price (based on conversion rate adjustments) more than 20% of the
  Common Stock outstanding prior to the Purchasers' investment in the Series B
  Preferred and Warrants, the Company will be required to solicit a stockholder
  vote approving such issuance(s). In addition, the sale of the Series B
  Preferred and Warrants may trigger, based on certain events, the anti-dilution
  provisions of the Company's 4 1/4% convertible notes (the "Notes"), which
  additional issuances upon conversion of the Notes would be aggregated with the
  issuances pursuant to the Transaction Documents for purposes of the 20% Limit.
  In this regard, the Company will be soliciting stockholder approval relating
  to the 20% Limit. Prior to obtaining such approval, the Purchasers will be
  prohibited from converting the Series B Preferred Stock and/or exercising the
  Warrants to the extent that such conversion and/or exercise would exceed the 20%
  Limit. In addition, each Purchaser and any transferree thereof is prohibited by
  the terms of the Transaction Documents from owning at any one time more than
  4.9% of the Company's then outstanding Common Stock, unless the Company's
  stockholders approve an increase in such limitation.
  
                   The foregoing description is only a summary and is qualified
  in its entirety by reference to the Securities Purchase Agreement dated as of
  December 21, 1998 by and among the Company and the purchasers listed
  therein, the Registration Rights Agreement dated as of December 21, 1998 by
  and among the Company and the purchasers listed therein, the Warrants issued
  by the Company to the purchasers and the Series B Certificate of Designation
  attached to this Current Report as Exhibits 10.38, 10.39, 10.40, and 3.2D and 
  3.2E, respectively, and incorporated herein by reference.
  
                   The proceeds from the equity investment will be used for
  working capital and general corporate purposes.
  
                   If the Company does not comply with the terms of these
  agreements, the convertibility and other terms of the Series B Preferred and
  Warrants could result in substantial dilution, without any cap, to the holders
  of the Company's Common Stock. The redemption rights, liquidated damages
  provisions, cross default provisions to the Company's debt instruments and other
  terms of the Series B Preferred, under certain circumstances, could lead to a
  significant accounting charge to earnings and could materially adversely affect
  the Company's business, results of operations and condition. The Series B
  Preferred will be classified as mandatorily redeemable preferred stock. The
  Company will be required to recognize in its earnings (loss) per share
  calculation any accretion of the Series B Preferred to its fair value, the fair
  value of Warrants issued and the value of the conversion discount as a dividend
  to the holders of the Series B Preferred during the period of conversion. As a
  result, the Company will be required to take a substantial charge to its
  accumulated deficit for the fourth quarter of fiscal 1998 as a result of the
  accounting treatment for issuance of the Warrants.
  
                                         3
  <PAGE>
   
  Such charge and potential other future charges relating to the provisions of the
  Transaction Documents may materially adversely affect the Company's earnings
  (loss) per share and market price of the Company's Common Stock both currently
  and in future periods. The convertibility feature of such Series B Preferred and
  subsequent sales by the Purchasers could materially adversely affect the
  Company's valuation and market trading price. In addition, the existence of the
  Series B Preferred and the terms thereof could render future financings and
  loans and merger and acquisition activities more difficult.
  
  Amendments to the Stockholders' Rights Agreement
  ------------------------------------------------
  
                   The Board of Directors of the Company recently approved an
  amendment to the Stockholders' Rights Agreement between the Company and
  BankBoston, N.A., as Rights Agent dated as of October 1, 1997, as amended
  October 5, 1998. The Amended and Restated Stockholders' Rights Agreement (the
  "Amended Rights Agreement"), dated as of December 18, 1998, between the
  Company and BankBoston, N.A., is attached hereto as Exhibit 4.7 and is
  incorporated herein by reference. The Amended Rights Agreement amends several
  provisions of the prior Rights Agreement, including but not limited to the
  elimination of the need to reserve Common Stock under the prior Rights
  Agreement, and removes shares beneficially owned as a result of the issuance
  and sale of the Series B Preferred and Warrants, and respectively, upon the
  conversion and exercise thereof, from the determination of "Acquiring Person"
  under the Amended Rights Agreement. On December 21, 1998, the Company again 
  amended and restated the Amended and Restated Rights Agreement to these sections
  of the documents relating to the Series B Purchasers. Such amended and restated 
  Amended and Restated Rights Agreement is incorporated by reference herein.
  
  Amendments to Bank Credit Agreement
  -----------------------------------
  
                   In October 1998, the Company amended its Credit Agreement and
  Security Agreement with Bank of America National Trust and Savings Association
  and Union Bank, N.A. to amend certain financial, compliance and reporting
  covenants and interest rates.
  
                   In December 1998, in connection with the sale and issuance of
  the Series B Preferred and the Warrants, the Company amended its Credit
  Agreement to amend certain financial and other covenants, to affirm consent to
  the execution and performance of the Transaction Documents and to permit,
  without default under the Credit Agreement, the payment of certain amounts to
  the Purchasers pursuant to the terms of the Transaction Documents for, among
  other things, penalties, override elections, redemption payments and interest
  accruing thereon.
  
  Legal Proceedings
  -----------------
  
                   On December 3, 1998, the Superior Court of California, County
  of Santa Clara, entered an order consolidating five putative class actions
  filed in such court against the Company.
  
                   On November 13, 1998, a putative class action complaint was
  filed in the United States District Court, Northern District of California, by
  Robert Schmidt on behalf of himself and other stockholders of the Company who
  purchased or otherwise acquired the Company's Common Stock between April 15,
  1997 and September 11, 1998. The plaintiff alleges violations of the
  Securities Exchange Act of 1934 by the Company and certain of its officers and
  directors based on substantially the same facts as the aforementioned state
  court actions. The complaint seeks unquantified compensatory damages,
  attorneys' fees and injunctive and/or equitable relief.
  
                   On December 3, 1998, a putative class action complaint was
  filed in the United States District Court, Northern District of California, by
  Robert Dwyer on behalf of himself and other stockholders of the Company who
  purchased or otherwise acquired the Company's Common Stock between April 15,
  1997 and September 11, 1998. The plaintiff alleges violations of the
  Securities Exchange Act of 1934 by the Company and certain of its officers and
  directors based on substantially the same facts as the aforementioned state
  court actions. The complaint seeks unquantified compensatory damages,
  attorneys' fees and injunctive and/or equitable relief.
  
  
  Employee Departure
  ------------------
  
                   In November 1998, Steve Goldberg, former Executive Vice
  President and General Manager of the Wireless Communications Group, left his
  employment with the Company to pursue other opportunities.
  
                                         4
  <PAGE>
   
  Item 7.   Exhibits.
            ---------
  
  <TABLE> 
  <CAPTION> 
       Exhibit No.        Description
       -----------        ----------- 
      <C>                <S>
           3.2C           Certificate of Designation for the Series A Junior Participating Preferred Stock,
                          as filed with the Delaware Secretary of State on December 21, 1998/1/
  
           3.2D           Certificate of Designation for the Series B Convertible Participating Preferred
                          Stock, as filed with the Delaware Secretary of State on December 21, 1998
  
           3.2E           Certificate of Correction of Certificate of Designations for the Series B       
                          Convertible Participating Preferred Stock, as filed with the Delaware Secretary
                          of State on December 23, 1998
  
           4.7            Amended and Restated Rights Agreement, dated as of December 18, 1998, between the
                          Company and BankBoston, N.A./2/
  
           4.8            Amended and Restated Rights Agreement, dated as of December 21, 1998, between the Company 
                          and BankBoston,  N.A./3/
  
          10.38           Securities Purchase Agreement dated as of December 21, 1998 by and among the
                          Company and the purchasers listed therein
  
          10.39           Registration Rights Agreement dated as of December 21, 1998 by and among the
                          Company and the purchasers listed therein
  
          10.40           Form of Warrant to purchase shares of Common Stock, dated as of December 21, 1998,
                          issued by the Company to the Purchasers
  
          10.41           Second Amendment to Credit Agreement and First Amendment to Security Agreement by
                          and among the Registrant, as the Borrower, Union Bank of California, N.A., as
                          Administrative Agent, Bank of America National Trust and Savings Association, as
                          Syndication Agent, and the lenders party thereto dated as of October 21, 1998
  
          10.42           Third Amendment to Credit Agreement by and among the Registrant, as the Borrower,
                          Union Bank of California, N.A., as Administrative Agent, Bank of America National
                          Trust and Savings Association, as Syndication Agent, and the lenders party thereto
                          dated as of December 17, 1998
  
          99.1            Press Release of the Company dated December 22, 1998
  </TABLE>
  ------------------------
         /1/  Incorporated by reference to the Registrant's Amended Registration
  Statement on Form 8-A/A, filed with the Securities and Exchange Commission on
  December 22, 1998 (File No. 0-25356).
  
         /2/  Incorporated by reference to the Registrant's Amended Registration
  Statement on Form 8-A/A, filed with the Securities and Exchange Commission on
  December 22, 1998 (File No. 0-25356).
  
         /3/  Incorporated by reference to the Registrant's Amended Registration
  Statement on Form 8-A/A, filed with the Securities and Exchange Commission on
  December 24, 1998 (File No. 0-25356).
  
  
                                         5
  <PAGE>
   
                                     SIGNATURE
  
      Pursuant to the requirements of the Securities 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.
  
  
                                                  /s/ Michael J. Sophie
  DATE:  December 22, 1998                    By: _______________________
                                              Name: Michael J. Sophie
                                              Title: Chief Financial Officer
  
                                         6
  <PAGE>
                                   EXHIBIT INDEX
  
  
  <TABLE> 
  <CAPTION> 
       Exhibit No.        Description
       -----------        ----------- 
      <C>                <S>
           3.2C           Certificate of Designation for the Series A Junior Participating Preferred Stock,
                          as filed with the Delaware Secretary of State on December 21, 1998/1/
  
           3.2D           Certificate of Designation for the Series B Convertible Participating Preferred
                          Stock, as filed with the Delaware Secretary of State on December 21, 1998
  
           3.2E           Certificate of Correction of Certificate of Designations for the Series B 
                          Convertible Participating Preferred Stock, as filed with the Delaware 
                          Secretary of State on December 23, 1998
  
           4.7            Amended and Restated Rights Agreement, dated as of December 18, 1998, between the
                          Company and BankBoston, N.A./2/
  
           4.8            Amended and Restated Rights Agreement, dated as of December 21, 1998, between the Company 
                          and BankBoston,  N.A./3/
  
          10.38           Securities Purchase Agreement dated as of December 21, 1998 by and among the
                          Company and the purchasers listed therein
  
          10.39           Registration Rights Agreement dated as of December 21, 1998 by and among the
                          Company and the purchasers listed therein
  
          10.40           Form of Warrant to purchase shares of Common Stock, dated as of December 21, 1998,
                          issued by the Company to the Purchasers
  
          10.41           Second Amendment to Credit Agreement and First Amendment to Security Agreement by
                          and among the Registrant, as the Borrower, Union Bank of California, N.A., as
                          Administrative Agent, Bank of America National Trust and Savings Association, as
                          Syndication Agent, and the lenders party thereto dated as of October 21, 1998
  
          10.42           Third Amendment to Credit Agreement by and among the Registrant, as the Borrower,
                          Union Bank of California, N.A., as Administrative Agent, Bank of America National
                          Trust and Savings Association, as Syndication Agent, and the lenders party thereto
                          dated as of December 17, 1998
  
          99.1            Press Release of the Company dated December 22, 1998
  </TABLE>
  ------------------------
         /1/  Incorporated by reference to the Registrant's Amended Registration
  Statement on Form 8-A/A, filed with the Securities and Exchange Commission on
  December 22, 1998 (File No. 0-25356).
  
         /2/  Incorporated by reference to the Registrant's Amended Registration
  Statement on Form 8-A/A, filed with the Securities and Exchange Commission on
  December 22, 1998 (File No. 0-25356).
  
         /3/  Incorporated by reference to the Registrant's Amended Registration
  Statement on Form 8-A/A, filed with the Securities and Exchange Commission on
  December 24, 1998 (File No. 0-25356).
  
                                         7
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text: SECURITIES AND EXCHANGE COMMISSION
  
                             WASHINGTON, D.C. 20549
  
                                 ---------------
  
                                    FORM 8-K
                                          
                                 CURRENT REPORT
  
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
  
                         SECURITIES EXCHANGE ACT OF 1934
  
  Date of Report (Date of earliest event reported)   DECEMBER 21, 1998
                                                     -----------------
  
                                   P-COM, INC.
  --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)
  
   
            DELAWARE                    0-25356               77-0289371
  --------------------------------------------------------------------------------
  (State or Other Jurisdiction        (Commission           (IRS Employer
       of Incorporation)              File Number)        Identification No.)
  
  3175 S. WINCHESTER BOULEVARD, CAMPBELL, CALIFORNIA            95008
  --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                    (Zip Code)
   
  
  Registrant's telephone number, including area code   (408) 866-3666
                                                     -----------------------------
  
                                      NONE
  --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report.)
  Item 5.  Other Events.
           ------------ 
  
  Private Placement
  -----------------
  
                   On December 22, 1998, P-Com, Inc. (the "Company") received
  a $15 million investment from funds affiliated with three investors, Castle
  Creek Technology Partners LLC, Marshall Capital Management, and Heights Capital
  Management, (the "Purchasers"). A copy of the press release dated December 22,
  1998 announcing the signing of a definitive agreement in connection with such
  investment is attached hereto and incorporated by reference herein.
  
                   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.
  
                   Assuming certain conditions are met, the Series B Preferred
  will automatically convert into Common Stock three years after the date of its
  issuance by the Company. The Series B Preferred accrues a 6% per year premium,
  payable in cash or Common Stock at the Company's option. From and after 181
  days after the Series B Preferred investment and upon sufficient notice, if
  the then-effective conversion price is less than 75% of the closing price for
  the Company's Common Stock on the date of the Series B Preferred investment,
  instead of converting the Series B Preferred into Common Stock upon a Holder's
  request, the Company may elect to pay such Holder the equivalent value of the
  Common Stock in cash.
  
                   Upon the occurrence of certain events deemed within the
  Company's control, the Series B Preferred is redeemable at a Holder's option at
  the greater of 133% of the original issue price of the Series B Preferred, plus
  the 6% premium and any default amounts, or a predetermined redemption formula
  based on the average of the closing bid prices for the Company's Common Stock
  during the period beginning on the date of the Company's redemption notice and
  ending on the date of redemption (the "Redemption Formula Amount"). In certain
  circumstances, the Company may be able to avoid redemption if the Company cures
  such events prior to the redemption election by a Holder. If the Company is
  unable to avoid redemption and unable to redeem the Series B Preferred upon
  request, the Company must redeem that portion which is permitted and,
  thereafter, use its best efforts to remedy the impairment preventing redemption.
  In addition, certain of the foregoing events may also cause the Company to
  
                                         1
  become subject to additional penalties, some of which are payable in cash only
  and some of which are payable in cash or additional shares of Common Stock, at
  the Company's option.
  
                   Upon the occurrence of certain other events deemed outside of
  the Company's control ("Override Election Events"), the Company is subject to
  significant cash penalties. All cash penalties payable as a result of an
  Override Election Event, together with all cash penalties payable under the
  other Transaction Documents, are capped at an aggregate of 33% of original
  issue price of the Series B Preferred investment plus a default interest rate,
  if applicable. In addition to the foregoing cash penalties, upon the
  occurrence of an Override Election Event, the Holders can require the Company
  to list its Common Stock on the over-the-counter electronic bulletin board
  which, as of the date hereof, has no 20% Limit or similar restriction and,
  thereafter, require the Company to honor all requested conversions.
  
                   So long as an event pursuant to which the Holders are
  entitled to redeem or an Override Election Event has not occurred (or if such
  event has occurred in the past, it has been cured for at least the six
  immediately preceding consecutive months without the occurrence of any other
  such event); the Series B Preferred is redeemable at the Company's option in
  certain limited circumstances at premiums varying from 115% to 160% of the
  original issue price of the Series B Preferred, plus the 6% premium and a
  default interest rate, if applicable. The Company must redeem all of the Series
  B Preferred unless in excess of $5,000,000 of Series B Preferred (in $1 million
  increments) will be redeemed. If the Company fails to redeem the Series B
  Preferred after providing a notice of redemption at the Company's option to the
  Holders of the Series B Preferred, the Company forfeits all future redemptions
  at the Company's option and the conversion rate of the Series B Preferred will
  be adjusted.
  
                   The Series B Preferred is senior to the Company's Series A
  Convertible Preferred Stock and Common Stock in respect of the right to
  receive dividend payments and liquidation preferences. The Series B Preferred
  has no voting power, except as otherwise provided by applicable law. In
  connection with the issuance of the Series B Preferred, the Company has
  agreed, for a period of 365 days following the Series B Preferred investment,
  not to issue or agree to issue any equity securities at a price less than fair
  market value or at a variable or re-settable price, subject to limited
  exceptions. In addition, the Company is prohibited from, among other things,
  altering, changing or otherwise adversely affecting the terms of the Series B
  Preferred; creating or issuing any senior or pari passu securities; redeeming or
  paying any dividend on any junior securities; acting so as to generate taxation
  under Section 305 of the Internal Revenue Code of 1986, as amended; and selling
  or transferring all or substantially all of the Company's assets without prior
  approval by the Purchasers.
  
                   In cases where the Company merges or consolidates with a
  public company meeting certain threshold criteria, the Holders will be
  entitled to receive, following consummation of such merger or consolidation,
  the consideration that such Holder would have received if such Holder had
  converted its Series B Preferred on the trading day immediately preceding the
  public announcement of such merger or consolidation. In cases where the
  Company merges or consolidates with a private company or a public company not
  meeting the threshold criteria (unless such merger or consolidation is an
  acquisition by the Company of another entity where the Company issues less
  than 20% of its Common Stock in consideration therefor), the Holders will be
  entitled, at their option, following consummation of such merger or
  consolidation, (i) to retain their preferred stock which will thereafter
  convert into the Common Stock of the surviving company or (ii) receive either
  (x) the consideration that such Holder would have received if such Holder had
  converted its Series B Preferred on the trading day immediately preceding the
  public announcement of such merger or consolidation or (y) cash equal to 125%
  of the original issue price of the Series B Preferred, plus the 6% premium and
  a default interest rate, if applicable.
  
                   The Warrants are immediately exercisable until the earlier
  of: (i) December 21, 2003 and (ii) the date on which the closing of a
  consolidation, merger or other business combination with or into another entity
  pursuant to which the Company does not survive. The exercise price for the
  Common Stock underlying the Warrant is $3.47 (subject to adjustment). In the
  event the Company merges or consolidates with any other company, the
  warrantholders are entitled to similar choices as to the consideration they will
  receive in such merger or consolidation as are provided to the Holders of the
  Series B Preferred. In addition, the number of shares issuable upon exercise of
  the Warrants is subject to anti-dilution adjustment if the Company sells Common
  Stock or securities convertible into or exercisable for Common Stock (excluding
  certain issuances such as Common Stock issued under employee, director or
  consultant benefit plans) at a price per share less than the exercise price of
  the Warrants.
  
                                         2
  Pursuant to the Registration Rights Agreement, the Company is
  obligated to file, within 20 business days of the Series B Preferred
  investment, with the Securities and Exchange Commission (the "Commission") a
  "shelf" registration statement covering the resale of all shares of Common
  Stock issuable upon conversion of the Series B Preferred and exercise of the
  Warrants. Such registration statement must be declared effective by the
  Commission by the 90th day following the Series B Preferred investment (with a
  30 day extension if Commission comments cause delay despite the Company's best
  efforts to cause the registration statement to become effective). If the
  registration statement is not effective within the prescribed time frame, or
  if, once effective, the registration statement cannot be used for more then a
  predetermined period, the Company is subject to a variable penalty depending
  upon the amount of time the registration statement is unusable. In addition to
  the foregoing, the Company is obligated to allow the Purchasers to inspect
  Company records, to maintain the listing of its Common Stock on Nasdaq or
  another market acceptable to the Purchasers, and to indemnify the Holders for
  all claims arising out of the Transaction Documents or the registration
  statement(s).
  
                   The rules of Nasdaq, on which the Company's Common Stock is
  currently listed, require that, prior to the sale or issuance at a price less
  than the greater of book or market value, of Common Stock (or securities
  convertible into or exercisable for Common Stock) equal to 20% or more of the
  Common Stock of the Company outstanding before such issuance, the Company
  obtain stockholder approval of such issuance (the "20% Limit"). As the number
  of shares that may be required to be issued pursuant to the Transaction
  Documents may, at some future time, require the Company to issue at a
  discounted price (based on conversion rate adjustments) more than 20% of the
  Common Stock outstanding prior to the Purchasers' investment in the Series B
  Preferred and Warrants, the Company will be required to solicit a stockholder
  vote approving such issuance(s). In addition, the sale of the Series B
  Preferred and Warrants may trigger, based on certain events, the anti-dilution
  provisions of the Company's 4 1/4% convertible notes (the "Notes"), which
  additional issuances upon conversion of the Notes would be aggregated with the
  issuances pursuant to the Transaction Documents for purposes of the 20% Limit.
  In this regard, the Company will be soliciting stockholder approval relating
  to the 20% Limit. Prior to obtaining such approval, the Purchasers will be
  prohibited from converting the Series B Preferred Stock and/or exercising the
  Warrants to the extent that such conversion and/or exercise would exceed the 20%
  Limit. In addition, each Purchaser and any transferree thereof is prohibited by
  the terms of the Transaction Documents from owning at any one time more than
  4.9% of the Company's then outstanding Common Stock, unless the Company's
  stockholders approve an increase in such limitation.
  
                   The foregoing description is only a summary and is qualified
  in its entirety by reference to the Securities Purchase Agreement dated as of
  December 21, 1998 by and among the Company and the purchasers listed
  therein, the Registration Rights Agreement dated as of December 21, 1998 by
  and among the Company and the purchasers listed therein, the Warrants issued
  by the Company to the purchasers and the Series B Certificate of Designation
  attached to this Current Report as Exhibits 10.38, 10.39, 10.40, and 3.2D and 
  3.2E, respectively, and incorporated herein by reference.
  
                   The proceeds from the equity investment will be used for
  working capital and general corporate purposes.
  
                   If the Company does not comply with the terms of these
  agreements, the convertibility and other terms of the Series B Preferred and
  Warrants could result in substantial dilution, without any cap, to the holders
  of the Company's Common Stock. The redemption rights, liquidated damages
  provisions, cross default provisions to the Company's debt instruments and other
  terms of the Series B Preferred, under certain circumstances, could lead to a
  significant accounting charge to earnings and could materially adversely affect
  the Company's business, results of operations and condition. The Series B
  Preferred will be classified as mandatorily redeemable preferred stock. The
  Company will be required to recognize in its earnings (loss) per share
  calculation any accretion of the Series B Preferred to its fair value, the fair
  value of Warrants issued and the value of the conversion discount as a dividend
  to the holders of the Series B Preferred during the period of conversion. As a
  result, the Company will be required to take a substantial charge to its
  accumulated deficit for the fourth quarter of fiscal 1998 as a result of the
  accounting treatment for issuance of the Warrants.
  
                                         3
  Such charge and potential other future charges relating to the provisions of the
  Transaction Documents may materially adversely affect the Company's earnings
  (loss) per share and market price of the Company's Common Stock both currently
  and in future periods. The convertibility feature of such Series B Preferred and
  subsequent sales by the Purchasers could materially adversely affect the
  Company's valuation and market trading price. In addition, the existence of the
  Series B Preferred and the terms thereof could render future financings and
  loans and merger and acquisition activities more difficult.
  
  Amendments to the Stockholders' Rights Agreement
  ------------------------------------------------
  
                   The Board of Directors of the Company recently approved an
  amendment to the Stockholders' Rights Agreement between the Company and
  BankBoston, N.A., as Rights Agent dated as of October 1, 1997, as amended
  October 5, 1998. The Amended and Restated Stockholders' Rights Agreement (the
  "Amended Rights Agreement"), dated as of December 18, 1998, between the
  Company and BankBoston, N.A., is attached hereto as Exhibit 4.7 and is
  incorporated herein by reference. The Amended Rights Agreement amends several
  provisions of the prior Rights Agreement, including but not limited to the
  elimination of the need to reserve Common Stock under the prior Rights
  Agreement, and removes shares beneficially owned as a result of the issuance
  and sale of the Series B Preferred and Warrants, and respectively, upon the
  conversion and exercise thereof, from the determination of "Acquiring Person"
  under the Amended Rights Agreement. On December 21, 1998, the Company again 
  amended and restated the Amended and Restated Rights Agreement to these sections
  of the documents relating to the Series B Purchasers. Such amended and restated 
  Amended and Restated Rights Agreement is incorporated by reference herein.
  
  Amendments to Bank Credit Agreement
  -----------------------------------
  
                   In October 1998, the Company amended its Credit Agreement and
  Security Agreement with Bank of America National Trust and Savings Association
  and Union Bank, N.A. to amend certain financial, compliance and reporting
  covenants and interest rates.
  
                   In December 1998, in connection with the sale and issuance of
  the Series B Preferred and the Warrants, the Company amended its Credit
  Agreement to amend certain financial and other covenants, to affirm consent to
  the execution and performance of the Transaction Documents and to permit,
  without default under the Credit Agreement, the payment of certain amounts to
  the Purchasers pursuant to the terms of the Transaction Documents for, among
  other things, penalties, override elections, redemption payments and interest
  accruing thereon.
  
  Legal Proceedings
  -----------------
  
                   On December 3, 1998, the Superior Court of California, County
  of Santa Clara, entered an order consolidating five putative class actions
  filed in such court against the Company.
  
                   On November 13, 1998, a putative class action complaint was
  filed in the United States District Court, Northern District of California, by
  Robert Schmidt on behalf of himself and other stockholders of the Company who
  purchased or otherwise acquired the Company's Common Stock between April 15,
  1997 and September 11, 1998. The plaintiff alleges violations of the
  Securities Exchange Act of 1934 by the Company and certain of its officers and
  directors based on substantially the same facts as the aforementioned state
  court actions. The complaint seeks unquantified compensatory damages,
  attorneys' fees and injunctive and/or equitable relief.
  
                   On December 3, 1998, a putative class action complaint was
  filed in the United States District Court, Northern District of California, by
  Robert Dwyer on behalf of himself and other stockholders of the Company who
  purchased or otherwise acquired the Company's Common Stock between April 15,
  1997 and September 11, 1998. The plaintiff alleges violations of the
  Securities Exchange Act of 1934 by the Company and certain of its officers and
  directors based on substantially the same facts as the aforementioned state
  court actions. The complaint seeks unquantified compensatory damages,
  attorneys' fees and injunctive and/or equitable relief.
  
  Employee Departure
  ------------------
  
                   In November 1998, Steve Goldberg, former Executive Vice
  President and General Manager of the Wireless Communications Group, left his
  employment with the Company to pursue other opportunities.
  
                                         4
  Item 7.   Exhibits.
            ---------
  Exhibit No.        Description
       -----------        -----------
  3.2C           Certificate of Designation for the Series A Junior Participating Preferred Stock,
                          as filed with the Delaware Secretary of State on December 21, 1998/1/
  
           3.2D           Certificate of Designation for the Series B Convertible Participating Preferred
                          Stock, as filed with the Delaware Secretary of State on December 21, 1998
  
           3.2E           Certificate of Correction of Certificate of Designations for the Series B       
                          Convertible Participating Preferred Stock, as filed with the Delaware Secretary
                          of State on December 23, 1998
  
           4.7            Amended and Restated Rights Agreement, dated as of December 18, 1998, between the
                          Company and BankBoston, N.A./2/
  
           4.8            Amended and Restated Rights Agreement, dated as of December 21, 1998, between the Company 
                          and BankBoston,  N.A./3/
  
          10.38           Securities Purchase Agreement dated as of December 21, 1998 by and among the
                          Company and the purchasers listed therein
  
          10.39           Registration Rights Agreement dated as of December 21, 1998 by and among the
                          Company and the purchasers listed therein
  
          10.40           Form of Warrant to purchase shares of Common Stock, dated as of December 21, 1998,
                          issued by the Company to the Purchasers
  
          10.41           Second Amendment to Credit Agreement and First Amendment to Security Agreement by
                          and among the Registrant, as the Borrower, Union Bank of California, N.A., as
                          Administrative Agent, Bank of America National Trust and Savings Association, as
                          Syndication Agent, and the lenders party thereto dated as of October 21, 1998
  
          10.42           Third Amendment to Credit Agreement by and among the Registrant, as the Borrower,
                          Union Bank of California, N.A., as Administrative Agent, Bank of America National
                          Trust and Savings Association, as Syndication Agent, and the lenders party thereto
                          dated as of December 17, 1998
  
          99.1            Press Release of the Company dated December 22, 1998
  ------------------------
         /1/  Incorporated by reference to the Registrant's Amended Registration
  Statement on Form 8-A/A, filed with the Securities and Exchange Commission on
  December 22, 1998 (File No. 0-25356).
  
         /2/  Incorporated by reference to the Registrant's Amended Registration
  Statement on Form 8-A/A, filed with the Securities and Exchange Commission on
  December 22, 1998 (File No. 0-25356).
  
         /3/  Incorporated by reference to the Registrant's Amended Registration
  Statement on Form 8-A/A, filed with the Securities and Exchange Commission on
  December 24, 1998 (File No. 0-25356).
  
                                         5
  SIGNATURE
  
      Pursuant to the requirements of the Securities 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.
  
                                                  /s/ Michael J. Sophie
  DATE:  December 22, 1998                    By: _______________________
                                              Name: Michael J. Sophie
                                              Title: Chief Financial Officer
  
                                         6
  EXHIBIT INDEX
  Exhibit No.        Description
       -----------        -----------
  3.2C           Certificate of Designation for the Series A Junior Participating Preferred Stock,
                          as filed with the Delaware Secretary of State on December 21, 1998/1/
  
           3.2D           Certificate of Designation for the Series B Convertible Participating Preferred
                          Stock, as filed with the Delaware Secretary of State on December 21, 1998
  
           3.2E           Certificate of Correction of Certificate of Designations for the Series B 
                          Convertible Participating Preferred Stock, as filed with the Delaware 
                          Secretary of State on December 23, 1998
  
           4.7            Amended and Restated Rights Agreement, dated as of December 18, 1998, between the
                          Company and BankBoston, N.A./2/
  
           4.8            Amended and Restated Rights Agreement, dated as of December 21, 1998, between the Company 
                          and BankBoston,  N.A./3/
  
          10.38           Securities Purchase Agreement dated as of December 21, 1998 by and among the
                          Company and the purchasers listed therein
  
          10.39           Registration Rights Agreement dated as of December 21, 1998 by and among the
                          Company and the purchasers listed therein
  
          10.40           Form of Warrant to purchase shares of Common Stock, dated as of December 21, 1998,
                          issued by the Company to the Purchasers
  
          10.41           Second Amendment to Credit Agreement and First Amendment to Security Agreement by
                          and among the Registrant, as the Borrower, Union Bank of California, N.A., as
                          Administrative Agent, Bank of America National Trust and Savings Association, as
                          Syndication Agent, and the lenders party thereto dated as of October 21, 1998
  
          10.42           Third Amendment to Credit Agreement by and among the Registrant, as the Borrower,
                          Union Bank of California, N.A., as Administrative Agent, Bank of America National
                          Trust and Savings Association, as Syndication Agent, and the lenders party thereto
                          dated as of December 17, 1998
  
          99.1            Press Release of the Company dated December 22, 1998
  ------------------------
         /1/  Incorporated by reference to the Registrant's Amended Registration
  Statement on Form 8-A/A, filed with the Securities and Exchange Commission on
  December 22, 1998 (File No. 0-25356).
  
         /2/  Incorporated by reference to the Registrant's Amended Registration
  Statement on Form 8-A/A, filed with the Securities and Exchange Commission on
  December 22, 1998 (File No. 0-25356).
  
         /3/  Incorporated by reference to the Registrant's Amended Registration
  Statement on Form 8-A/A, filed with the Securities and Exchange Commission on
  December 24, 1998 (File No. 0-25356).
  
                                         7