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) NOVEMBER 28, 1997
                                                   -------------------------------
  
  
                                    P-COM, INC.
  --------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
  
  <TABLE>
  <CAPTION>
   
   
  <S>                                 <C>              <C>
          DELAWARE                      0-25356                77-02893711
  --------------------------------------------------------------------------------
  (State or other jurisdiction       (Commission            (IRS Employer
       of incorporation)              File Number)       Identification No.)
   
  </TABLE>
  
     3175 S. WINCHESTER BOULEVARD, CAMPBELL, CALIFORNIA                95008
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                           (Zip Code)
  
  
  
  Registrant's telephone number, including area code    (408) 866-3666
                                                        --------------------------
  
  
                                   NOT APPLICABLE
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  <PAGE>
   
  Item 5  OTHER EVENTS
  ------  ------------
  
       (a) On December 8, 1997, the Registrant issued a press release regarding 
  the acquisitions of Telematics Inc. and R T Masts Limited. Although the press 
  release states that the acquisitions closed on November 27, 1997, the actual 
  date of consummation was November 28, 1997. A copy of the press release is
  attached hereto and incorporated herein by reference.
  
  Item 7  FINANCIAL STATEMENTS AND EXHIBITS
  ------  ---------------------------------
  
       (a)  Financial Statement of Business Acquired.  Not applicable.
            ----------------------------------------                  
  
       (b)  Pro Forma Financial Information.  Not applicable.
            -------------------------------                  
  
       (c)   4.1 Exhibit (4.1) - Escrow Agreement dated November 28, 1997, by and
                 among P-Com, Inc., P-Com Field Services Inc., Telematics Inc. and
                 Daniel N. Carter.
  
             4.2 Exhibit (4.2) - Registration Rights Agreement, dated November 17,
                 1997, by and among P-Com, Inc., P-Com Field Services Inc.,
                 Telematics Inc. and Daniel N. Carter.
  
             4.3 Exhibit (4.3) - Escrow Agreement, dated November 28, 1997, by
                 and among P-Com, Inc. P-Com Services (UK) Limited and R T Masts
                 Limited.
  
            10.1 Exhibit (10.1) - Securities Purchase Agreement, dated November
                 17, 1997, by and among P-Com, Inc. P-Com Field Services Inc.,
                 Telematics Inc. and Daniel N. Carter (Exhibit 2.2, the Escrow
                 Agreement, is filed as Exhibit (4.1) hereto, Exhibit 4.6, the
                 Registration Rights Agreement, is filed as Exhibit (4.2) hereto,
                 all other exhibits are immaterial and have been excluded, as well
                 as all schedules; such exhibits and schedules will be furnished
                 supplementally upon request by the Securities and Exchange
                 Commission).
  
            10.2 Exhibit (10.2) - Share Purchase Agreement, dated October 14,
                 1997, by and among P-Com, Inc., P-Com Services (UK) Limited and
                 R T Masts Limited (Exhibit 2.2, the Escrow Agreement, is filed as
                 Exhibit (4.3) hereto, all other exhibits are immaterial and have
                 been excluded, as well as all schedules; such exhibits and
                 schedules will be furnished supplementally upon request by the
                 Securities and Exchange Commission).
  
            99.1 Exhibit (99.1) - Press Release, dated December 8, 1997, issued
                 by P-Com, Inc. announcing the acquisition of Telematics Inc. and
                 R T Masts Limited.
   
  Item 9  SALES OF EQUITY SECURITIES PURSUANT TO REGULATIONS
  ------  --------------------------------------------------
  
       (a) On November 28, 1997, the Registrant completed the issuance of 766,151
  shares of its common stock (the "Shares") to the securityholders of R T Masts
  Limited ("R T Masts"), a corporation organized under the laws of the United
  Kingdom, in exchange for all the issued and outstanding equity securities of 
  R T Masts. The Shares were issued pursuant to the exemption from the
  registration requirements of the Securities Act of 1933, as amended, provided by
  Regulation S. The Shares were issued to non-U.S. persons and did not involve
  offers or sales in the United States, as such terms are defined in Regulation S.
  The Registrant may choose to register the Shares in the future using a
  Registration Statement on Form S-3 although it is under no contractual
  obligation to do so. 74,544 of the Shares are being held in escrow as collateral
  for all obligations of the securityholders of R T Masts pursuant to the Purchase
  Agreement and the provisions of an escrow agreement.
  
                                         2.
  <PAGE>
  
                                    SIGNATURES
  
            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 hereunto duly authorized.
  
  
                                P-COM, INC.
                                -----------
                                (Registrant)
  
  Date:  December 9, 1997       By: /s/ Michael J. Sophie
                                   ----------------------------------------
                                Name:   Michael J. Sophie
  
                                Title:  Chief Financial Officer
  
                                         3.
  <PAGE>
   
                                   EXHIBIT INDEX
  
  
       Exhibit
       -------
  
  
        4.1   Exhibit 7(c)(4.1) - Registration Rights Agreement, dated November
              17, 1997, by and among P-Com, Inc., P-Com Field Services Inc.,
              Telematics Inc. and Daniel N. Carter.
  
        4.2   Escrow Agreement dated November 28, 1997, by and among P-Com,
              Inc., P-Com Field Services Inc., Telematics Inc. and Daniel N.
              Carter.
  
        4.3   Escrow Agreement dated November 28, 1997, by and among P-Com, Inc.,
              P-Com Services (UK) Limited and R T Masts Limited.
  
       10.1   Securities Purchase Agreement, dated November 17, 1997, by and
              among P-Com, Inc., P-Com Field Services Inc., Telematics Inc. and
              Daniel N. Carter.
  
       10.2   Share Purchase Agreement, dated October 14, 1997, by and among 
              P-Com, Inc., P-Com Services (UK) Limited and R T Masts Limited.
  
       99.1   Press Release, dated December 8, 1997, issued by P-Com Inc.
              announcing the acquisition of Telematics Inc. and R T Masts 
              Limited.
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metadata_filer: {"company-data": {"conformed-name": "P-COM INC", "cik": "0000935493", "assigned-sic": "3663", "irs-number": "770289371", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13475", "film-number": "97735866"}, "business-address": {"street1": "3175 S WINCHESTER BLVD", "city": "CAMPBELL", "state": "CA", "zip": "95008", "phone": "4088663666"}, "mail-address": {"street1": "3175 S WINCHESTER BLVD", "street2": "P-COM INC", "city": "CAMPBELL", "state": "CA", "zip": "95008"}}
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) NOVEMBER 28, 1997
                                                   -------------------------------
  
                                    P-COM, INC.
  --------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
  DELAWARE                      0-25356                77-02893711
  --------------------------------------------------------------------------------
  (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
                                                        --------------------------
  
                                   NOT APPLICABLE
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  Item 5  OTHER EVENTS
  ------  ------------
  
       (a) On December 8, 1997, the Registrant issued a press release regarding 
  the acquisitions of Telematics Inc. and R T Masts Limited. Although the press 
  release states that the acquisitions closed on November 27, 1997, the actual 
  date of consummation was November 28, 1997. A copy of the press release is
  attached hereto and incorporated herein by reference.
  
  Item 7  FINANCIAL STATEMENTS AND EXHIBITS
  ------  ---------------------------------
  
       (a)  Financial Statement of Business Acquired.  Not applicable.
            ----------------------------------------                  
  
       (b)  Pro Forma Financial Information.  Not applicable.
            -------------------------------                  
  
       (c)   4.1 Exhibit (4.1) - Escrow Agreement dated November 28, 1997, by and
                 among P-Com, Inc., P-Com Field Services Inc., Telematics Inc. and
                 Daniel N. Carter.
  
             4.2 Exhibit (4.2) - Registration Rights Agreement, dated November 17,
                 1997, by and among P-Com, Inc., P-Com Field Services Inc.,
                 Telematics Inc. and Daniel N. Carter.
  
             4.3 Exhibit (4.3) - Escrow Agreement, dated November 28, 1997, by
                 and among P-Com, Inc. P-Com Services (UK) Limited and R T Masts
                 Limited.
  
            10.1 Exhibit (10.1) - Securities Purchase Agreement, dated November
                 17, 1997, by and among P-Com, Inc. P-Com Field Services Inc.,
                 Telematics Inc. and Daniel N. Carter (Exhibit 2.2, the Escrow
                 Agreement, is filed as Exhibit (4.1) hereto, Exhibit 4.6, the
                 Registration Rights Agreement, is filed as Exhibit (4.2) hereto,
                 all other exhibits are immaterial and have been excluded, as well
                 as all schedules; such exhibits and schedules will be furnished
                 supplementally upon request by the Securities and Exchange
                 Commission).
  
            10.2 Exhibit (10.2) - Share Purchase Agreement, dated October 14,
                 1997, by and among P-Com, Inc., P-Com Services (UK) Limited and
                 R T Masts Limited (Exhibit 2.2, the Escrow Agreement, is filed as
                 Exhibit (4.3) hereto, all other exhibits are immaterial and have
                 been excluded, as well as all schedules; such exhibits and
                 schedules will be furnished supplementally upon request by the
                 Securities and Exchange Commission).
  
            99.1 Exhibit (99.1) - Press Release, dated December 8, 1997, issued
                 by P-Com, Inc. announcing the acquisition of Telematics Inc. and
                 R T Masts Limited.
   
  Item 9  SALES OF EQUITY SECURITIES PURSUANT TO REGULATIONS
  ------  --------------------------------------------------
  
       (a) On November 28, 1997, the Registrant completed the issuance of 766,151
  shares of its common stock (the "Shares") to the securityholders of R T Masts
  Limited ("R T Masts"), a corporation organized under the laws of the United
  Kingdom, in exchange for all the issued and outstanding equity securities of 
  R T Masts. The Shares were issued pursuant to the exemption from the
  registration requirements of the Securities Act of 1933, as amended, provided by
  Regulation S. The Shares were issued to non-U.S. persons and did not involve
  offers or sales in the United States, as such terms are defined in Regulation S.
  The Registrant may choose to register the Shares in the future using a
  Registration Statement on Form S-3 although it is under no contractual
  obligation to do so. 74,544 of the Shares are being held in escrow as collateral
  for all obligations of the securityholders of R T Masts pursuant to the Purchase
  Agreement and the provisions of an escrow agreement.
  
                                         2.
  SIGNATURES
  
            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 hereunto duly authorized.
  
                                P-COM, INC.
                                -----------
                                (Registrant)
  
  Date:  December 9, 1997       By: /s/ Michael J. Sophie
                                   ----------------------------------------
                                Name:   Michael J. Sophie
  
                                Title:  Chief Financial Officer
  
                                         3.
  EXHIBIT INDEX
  
       Exhibit
       -------
  
        4.1   Exhibit 7(c)(4.1) - Registration Rights Agreement, dated November
              17, 1997, by and among P-Com, Inc., P-Com Field Services Inc.,
              Telematics Inc. and Daniel N. Carter.
  
        4.2   Escrow Agreement dated November 28, 1997, by and among P-Com,
              Inc., P-Com Field Services Inc., Telematics Inc. and Daniel N.
              Carter.
  
        4.3   Escrow Agreement dated November 28, 1997, by and among P-Com, Inc.,
              P-Com Services (UK) Limited and R T Masts Limited.
  
       10.1   Securities Purchase Agreement, dated November 17, 1997, by and
              among P-Com, Inc., P-Com Field Services Inc., Telematics Inc. and
              Daniel N. Carter.
  
       10.2   Share Purchase Agreement, dated October 14, 1997, by and among 
              P-Com, Inc., P-Com Services (UK) Limited and R T Masts Limited.
  
       99.1   Press Release, dated December 8, 1997, issued by P-Com Inc.
              announcing the acquisition of Telematics Inc. and R T Masts 
              Limited.