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) FEBRUARY 24, 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.)
  <PAGE>
   
  Item 2    ACQUISITION OR DISPOSITION OF ASSETS
  ------    ------------------------------------
  
       (a) On February 24, 1997, P-COM, Inc., a Delaware corporation ("P-COM"),
  purchased all of the outstanding equity interests of Technosystem S.p.A., an
  Italian corporation ("Technosystem"), pursuant to a Securities Purchase
  Agreement, filed as Exhibit 7(c)1. to this Report, by and among P-COM and all
  securityholders of Technosystem (the "Securities Purchase").
  
           The assets acquired in the Securities Purchase include inventory, raw
  materials, work in progress, technology, goodwill and related property.
  Technosystem's primary facilities are located in Rome, Italy with additional
  operations in Poland. The cash consideration for the Securities Purchase was
  Three Million Three Hundred Thousand Dollars ($3,300,000). The acquisition
  will accounted for using the purchase method of accounting with goodwill
  amortization over five years and it is not currently anticipated that this
  accounting treatment will have a material adverse effect on the financial
  results of P-COM for the year ended December 31, 1997. P-COM also assumed
  liabilities of Technosystem pursuant to the Securities Purchase totaling
  approximately Twelve Million Dollars ($12,000,000), of which amount
  approximately Five Million Dollars ($5,000,000) has been repaid. The cash
  consideration used for the acquisition was part of the net proceeds received
  by P-COM from the public offering of shares of P-COM Common Stock consummated
  in May 1996 and cash generated by operations. The basis for determining the
  amount of consideration paid by P-COM in the Securities Purchase was
  negotiation between unrelated parties.
  
       (b) Prior to the Securities Purchase, Technosystem was in the business of
  designing, manufacturing, and marketing equipment for transmitters and
  transponders for television and radio broadcasting.  P-COM intends to continue
  these operations at Technosystem's facilities in Rome, Italy.
  
  Item 7   FINANCIAL STATEMENTS AND EXHIBITS
  ------   ---------------------------------
  
      (a)  Financial Statements of Business Acquired.  Not applicable.
           -----------------------------------------                  
  
      (b)  Pro Forma Financial Information.  Not applicable.
           -------------------------------                  
  
      (c)  Exhibit.  The following document is filed as an exhibit to this report:
           -------
  
                 1. Exhibit 7(c)(2) - Securities Purchase Agreement by and among 
                    P-COM and the securityholders of Technosystem (excluding all
                    exhibits, which are immaterial, and all schedules; such
                    exhibits and schedules will be furnished supplementally upon
                    request by the Securities and Exchange Commission).
  <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:  March 10, 1997                    By:    /s/ Michael J, Sophie
                                                 -----------------------------  
  
                                Name:  Michael J. Sophie
  
                                Title:     Chief Financial Officer
  <PAGE>
   
                                   SCHEDULE A
  
                                  SECURITYHOLDERS
                                  ---------------
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 1.2(a)
  
                                 CASH CONSIDERATION
                                 ------------------
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 1.2(b)
  
                        TECHNOSYSTEM STOCKHOLDER OBJECTIVES
                                (for Mr. Biscarini)
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                    SCHEDULE 2.1
  
                           REPRESENTATIONS AND WARRANTIES
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                       SCHEDULE 2.1(a) AND SCHEDULE 2.1(a)(1)
  
                                   PARTICIPATION
                          COMPANY'S BUSINESS OUTSIDE ITALY
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                SCHEDULE 2.1(b)(ii)
  
                        CAPITAL STRUCTURE-PRE-EMPTIVE RIGHTS
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                SCHEDULE 2.1(b)(iii)
  
                      LIST OF SHARES OWNED BY SECURITYHOLDERS
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 2.1(f)
  
                               FINANCIAL INFORMATION
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                SCHEDULE 2.1(g)(ix)
  
                       ABSENCE OF CERTAIN CHANGES AND EVENTS
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 2.1(j)
  
                                     INVENTORY
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 2.1(k)
  
                                       TAXES
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 2.1(l)
  
                                COMPLIANCE WITH LAW
                      AUTHORIZATIONS, LICENSES, PERMITS, ETC.
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 2.1(m)
                                  SCHEDULE 2.1(o)
  
                            INTELLECTUAL PROPERTY RIGHTS
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                SCHEDULE 2.1(m)(ii)
  
                        LICENSES AND SUB-LICENSE AGREEMENTS
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 2.1(n)
  
                             SERVICE PROVIDER AGREEMENT
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 2.1(p)
  
                           LIST OF OUTSTANDING CONTRACTS
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 2.1(q)
  
                                 LEASES OF PROPERTY
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 2.1(s)
  
                                    LITIGATIONS
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 2.1(t)A
  
                SPECIAL TERMINATION PAY, PENSION OR BENEFICIAL PLAN
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 2.1(t)B
  
                              SPECIAL LABOUR CONTRACTS
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 2.1(w)
  
                             RELATED PARTY TRANSACTIONS
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 2.1(ab)
  
                    CUSTOMERS WITH MORE THAN 5% OF THE NET SALES
                    FOR TWELVE MONTH PERIOD ENDED DECEMBER 1996
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 2.1(ac)
  
                    LIST OF THE VALUES OF ALL GOODS AND SERVICES
                   SUPPLIED TO THE COMPANY AT SEPTEMBER 3OTH 1996
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 2.1(ah)
  
                             LIST OF INSURANCE POLICIES
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 2.1(aj)
  
                                 BACKLOG OF ORDERS
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 2.1(ak)
  
                     ACCOUNTS RECEIVABLE AT SEPTEMBER 30TH 1996
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                  SCHEDULE 2.1(al)
  
                           LIST OF SUBSIDIARIES/COUNTRIES
  
                          (WILL BE FURNISHED UPON REQUEST)
  <PAGE>
   
                                SCHEDULE 2.1(am) AND
                                   SCHEDULE 4.16
  
                            EXPORTS TO CERTAIN COUNTRIES
  
                            (WILL FURNISH UPON REQUEST)
  <PAGE>
   
   
                                    EXHIBIT 4.7
  
                    LETTER FROM A. BISCARINI TO SECURITYHOLDERS
  
                          (WILL BE FURNISHED UPON REQUEST)
  
  
  <PAGE>
   
                                   SCHEDULE 4.14
  
                         GUARANTEES PROVIDED BY ELETTRONICA
                              AND INTERCOMPANY ACCOUNT
  
                          (WILL BE FURNISHED UPON REQUEST)
  
  
  
  <PAGE>
   
                                   EXHIBIT INDEX
  
  
       Exhibit
       -------
  
       7(C)(2)  Securities Purchase Agreement, dated February 5, 1997, by and
                among P-COM, Inc. and all securityholders of Technosystem S.p.A.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 10983}]
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": "000-25356", "film-number": "97553913"}, "business-address": {"street1": "3175 S WINCHESTER BLVD", "city": "CAMPBELL", "state": "CA", "zip": "95008", "phone": "4088663666"}, "mail-address": {"street1": "3175 S WINCHESTER BLVD", "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) FEBRUARY 24, 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 2    ACQUISITION OR DISPOSITION OF ASSETS
  ------    ------------------------------------
  
       (a) On February 24, 1997, P-COM, Inc., a Delaware corporation ("P-COM"),
  purchased all of the outstanding equity interests of Technosystem S.p.A., an
  Italian corporation ("Technosystem"), pursuant to a Securities Purchase
  Agreement, filed as Exhibit 7(c)1. to this Report, by and among P-COM and all
  securityholders of Technosystem (the "Securities Purchase").
  
           The assets acquired in the Securities Purchase include inventory, raw
  materials, work in progress, technology, goodwill and related property.
  Technosystem's primary facilities are located in Rome, Italy with additional
  operations in Poland. The cash consideration for the Securities Purchase was
  Three Million Three Hundred Thousand Dollars ($3,300,000). The acquisition
  will accounted for using the purchase method of accounting with goodwill
  amortization over five years and it is not currently anticipated that this
  accounting treatment will have a material adverse effect on the financial
  results of P-COM for the year ended December 31, 1997. P-COM also assumed
  liabilities of Technosystem pursuant to the Securities Purchase totaling
  approximately Twelve Million Dollars ($12,000,000), of which amount
  approximately Five Million Dollars ($5,000,000) has been repaid. The cash
  consideration used for the acquisition was part of the net proceeds received
  by P-COM from the public offering of shares of P-COM Common Stock consummated
  in May 1996 and cash generated by operations. The basis for determining the
  amount of consideration paid by P-COM in the Securities Purchase was
  negotiation between unrelated parties.
  
       (b) Prior to the Securities Purchase, Technosystem was in the business of
  designing, manufacturing, and marketing equipment for transmitters and
  transponders for television and radio broadcasting.  P-COM intends to continue
  these operations at Technosystem's facilities in Rome, Italy.
  
  Item 7   FINANCIAL STATEMENTS AND EXHIBITS
  ------   ---------------------------------
  
      (a)  Financial Statements of Business Acquired.  Not applicable.
           -----------------------------------------                  
  
      (b)  Pro Forma Financial Information.  Not applicable.
           -------------------------------                  
  
      (c)  Exhibit.  The following document is filed as an exhibit to this report:
           -------
  
                 1. Exhibit 7(c)(2) - Securities Purchase Agreement by and among 
                    P-COM and the securityholders of Technosystem (excluding all
                    exhibits, which are immaterial, and all schedules; such
                    exhibits and schedules will be furnished supplementally upon
                    request by the Securities and Exchange Commission).
  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:  March 10, 1997                    By:    /s/ Michael J, Sophie
                                                 -----------------------------  
  
                                Name:  Michael J. Sophie
  
                                Title:     Chief Financial Officer
  SCHEDULE A
  
                                  SECURITYHOLDERS
                                  ---------------
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 1.2(a)
  
                                 CASH CONSIDERATION
                                 ------------------
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 1.2(b)
  
                        TECHNOSYSTEM STOCKHOLDER OBJECTIVES
                                (for Mr. Biscarini)
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1
  
                           REPRESENTATIONS AND WARRANTIES
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(a) AND SCHEDULE 2.1(a)(1)
  
                                   PARTICIPATION
                          COMPANY'S BUSINESS OUTSIDE ITALY
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(b)(ii)
  
                        CAPITAL STRUCTURE-PRE-EMPTIVE RIGHTS
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(b)(iii)
  
                      LIST OF SHARES OWNED BY SECURITYHOLDERS
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(f)
  
                               FINANCIAL INFORMATION
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(g)(ix)
  
                       ABSENCE OF CERTAIN CHANGES AND EVENTS
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(j)
  
                                     INVENTORY
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(k)
  
                                       TAXES
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(l)
  
                                COMPLIANCE WITH LAW
                      AUTHORIZATIONS, LICENSES, PERMITS, ETC.
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(m)
                                  SCHEDULE 2.1(o)
  
                            INTELLECTUAL PROPERTY RIGHTS
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(m)(ii)
  
                        LICENSES AND SUB-LICENSE AGREEMENTS
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(n)
  
                             SERVICE PROVIDER AGREEMENT
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(p)
  
                           LIST OF OUTSTANDING CONTRACTS
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(q)
  
                                 LEASES OF PROPERTY
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(s)
  
                                    LITIGATIONS
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(t)A
  
                SPECIAL TERMINATION PAY, PENSION OR BENEFICIAL PLAN
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(t)B
  
                              SPECIAL LABOUR CONTRACTS
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(w)
  
                             RELATED PARTY TRANSACTIONS
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(ab)
  
                    CUSTOMERS WITH MORE THAN 5% OF THE NET SALES
                    FOR TWELVE MONTH PERIOD ENDED DECEMBER 1996
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(ac)
  
                    LIST OF THE VALUES OF ALL GOODS AND SERVICES
                   SUPPLIED TO THE COMPANY AT SEPTEMBER 3OTH 1996
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(ah)
  
                             LIST OF INSURANCE POLICIES
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(aj)
  
                                 BACKLOG OF ORDERS
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(ak)
  
                     ACCOUNTS RECEIVABLE AT SEPTEMBER 30TH 1996
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(al)
  
                           LIST OF SUBSIDIARIES/COUNTRIES
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 2.1(am) AND
                                   SCHEDULE 4.16
  
                            EXPORTS TO CERTAIN COUNTRIES
  
                            (WILL FURNISH UPON REQUEST)
  EXHIBIT 4.7
  
                    LETTER FROM A. BISCARINI TO SECURITYHOLDERS
  
                          (WILL BE FURNISHED UPON REQUEST)
  SCHEDULE 4.14
  
                         GUARANTEES PROVIDED BY ELETTRONICA
                              AND INTERCOMPANY ACCOUNT
  
                          (WILL BE FURNISHED UPON REQUEST)
  EXHIBIT INDEX
  
       Exhibit
       -------
  
       7(C)(2)  Securities Purchase Agreement, dated February 5, 1997, by and
                among P-COM, Inc. and all securityholders of Technosystem S.p.A.