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): MAY 25, 1999


                                  NEWCOM, INC.
             (Exact Name of Registrant as Specified in its Charter)


         DELAWARE                        0-23079                95-4485355
(State or other Jurisdiction           (Commission           (I.R.S. Employer
of Incorporation or Organization)      File Number)          Identification No.)


                               2335 Alaska Avenue
                          El Segundo, California 90245
                    (Address of principal executive offices)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (310) 643-5300

FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT:

                                31166 Via Colinas
                           Westlake Village, CA 91362


ITEM 5.  OTHER EVENTS

         On May 25, 1999, the  Registrant,  NewCom,  Inc.,  issued the following
press release describing certain material changes in its business.

NEWS
FOR IMMEDIATE RELEASE

CONTACT:
Steven C. Veen                                        Diane Will
NewCom, Inc.                                          Willstar Consultants, Inc.
310-643-5300, Ext. 215                                214-954-9300
                                                      djwill@flash.net

              NewCom Announces Cessation of Day-to-Day Operations;
                      Efforts to Effect a Recapitalization;
        Anticipated Delisting of Securities from the Nasdaq Stock Market.


EL  SEGUNDO,  CALIFORNIA,  May 25,  1999---NEWCOM,  INC.  (Nasdaq:  NWCM)  today
reported  certain  material  developments  regarding its business and operations
which have taken place since January 1999  regarding (1) the  termination of its
working  capital  line,  (2)  cessation of  day-to-day  operations,  and (3) the
anticipated delisting of its securities on The Nasdaq Stock Market.

Termination of Working Capital Line; Cessation of Day-to-Day Operations

In January of 1999 the Company reported that Deutsche Financial Services ("DFS")
deemed it ineligible to obtain  advances under its working capital line and that
DFS would not agree to resume  advances  until  such time as NewCom  was able to
demonstrate  an  improvement in its accounts  receivables  borrowing  base. As a
result,  steps were taken by the  Company to reduce  overhead  until  additional
financing  could be obtained.  The Company  immediately  implemented a series of
layoffs  of  personnel  and  entered  into  discussions  with DFS and  others to
restructure  its  indebtedness  and obtain new sources of working  capital.  The
Company also intensified efforts to collect outstanding trade receivables.  As a
result of the lack of financing, since January 1999, the Company has been unable
to sell any material amounts of goods.

To date the Company  remains  unable to obtain any new sources of financing  and
100% of  collections  from prior  product  sales have been  applied by DFS since
January 1999 to reduce the  outstanding  indebtedness  under the working capital
line. Accordingly,  NewCom has been forced to suspend its day-to-day operations.
This  in  turn  has  required  that  NewCom  lay  off  substantially  all of its
operational  personnel  and close its  principal  offices in  Westlake  Village,
California.

DFS,  in its  capacity as a secured  lender,  has taken  possession  of NewCom's
inventory  with a view towards its  liquidation.  Proceeds  from the sale of the
inventory  will be used to satisfy the Company's  indebtedness  to DFS, which is
estimated  to  be in  excess  of $8  million.  DFS  has  also  instituted  legal
proceedings against NewCom to collect any remaining  outstanding balance owed by
NewCom to DFS under the credit line.

Efforts are  continuing  to  restructure  the business and capital  structure of
NewCom.  Such a restructuring  may involve  discontinuing  NewCom's  traditional
computer peripherals  business and engaging in a new line of business.  However,
the ability to successfully  restructure  NewCom's  business is dependent upon a
number of factors,  including  obtaining new sources of debt or equity financing
and the successful restructuring of NewCom's indebtedness. Presently, NewCom has
no  commitments  to  obtain  additional  working  capital,  nor have any  formal
agreements  been  reached  with  any of its  principal  creditors  to  effect  a
restructuring.  There are no  assurances  that  NewCom  will be able to effect a
restructuring.  Furthermore,  unless and until NewCom is able to obtain  working
capital, it does not expect to have sufficient  resources to complete its annual
audit and timely file its Form 10-K with the SEC, normally due 90 days following
the end of NewCom's February 28 fiscal year end.

Anticipated Delisting of Common Stock and Warrants

In February 1999 the Company was notified by The Nasdaq Stock Market,  Inc. that
NewCom was not in compliance with one of the Nasdaq listing  requirements  which
required that the issuer maintain a market value of its public float of not less
than $5  million.  The  Company was  granted  until May 25,  1999,  to come into
compliance with the $5 million public float  requirement or its securities would
be delisted by Nasdaq at the opening of business on May 27, 1999.

As the Company has been unable to comply with Nasdaq's public float  requirement
it  anticipates  that its Common  Stock and  publicly  traded  Warrants  will be
delisted at the opening of business on May 27,  1999.  The Company  expects that
the  Common  Stock  will  trade on the  NASD,  Inc.  Electronic  Bulletin  Board
effective May 27, 1999, under the symbol NWCM.

Any statements that are not historical facts contained in this Press Release are
forward-looking  statements that involve risks and uncertainties,  including but
not limited to the Company's  ability to obtain financing and to restructure its
business and capital structure.



                                   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 thereunto duly authorized.

                                  NEWCOM, INC.
                                  (Registrant)

Date:  May 25, 1999                                By:   /s/ Steven C. Veen
                                                         -----------------------
                                                         Steven C. Veen,
                                                         Chief Financial Officer
                                                         (Chief Financial and
                                                         Accounting Officer)
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{"company-data": {"conformed-name": "NEWCOM INC", "cik": "0001042100", "assigned-sic": "3690", "irs-number": "954485355", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23079", "film-number": "99635049"}, "business-address": {"street1": "31166 VIA COLINAS", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91362", "phone": "8185973200"}, "mail-address": {"street1": "31166 VIA COLINAS", "street2": "31166 VIA COLINAS", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91362"}}
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): MAY 25, 1999

                                  NEWCOM, INC.
             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                        0-23079                95-4485355
(State or other Jurisdiction           (Commission           (I.R.S. Employer
of Incorporation or Organization)      File Number)          Identification No.)

                               2335 Alaska Avenue
                          El Segundo, California 90245
                    (Address of principal executive offices)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (310) 643-5300

FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT:

                                31166 Via Colinas
                           Westlake Village, CA 91362

ITEM 5.  OTHER EVENTS

         On May 25, 1999, the  Registrant,  NewCom,  Inc.,  issued the following
press release describing certain material changes in its business.

NEWS
FOR IMMEDIATE RELEASE

CONTACT:
Steven C. Veen                                        Diane Will
NewCom, Inc.                                          Willstar Consultants, Inc.
310-643-5300, Ext. 215                                214-954-9300
                                                      djwill@flash.net

              NewCom Announces Cessation of Day-to-Day Operations;
                      Efforts to Effect a Recapitalization;
        Anticipated Delisting of Securities from the Nasdaq Stock Market.

EL  SEGUNDO,  CALIFORNIA,  May 25,  1999---NEWCOM,  INC.  (Nasdaq:  NWCM)  today
reported  certain  material  developments  regarding its business and operations
which have taken place since January 1999  regarding (1) the  termination of its
working  capital  line,  (2)  cessation of  day-to-day  operations,  and (3) the
anticipated delisting of its securities on The Nasdaq Stock Market.

Termination of Working Capital Line; Cessation of Day-to-Day Operations

In January of 1999 the Company reported that Deutsche Financial Services ("DFS")
deemed it ineligible to obtain  advances under its working capital line and that
DFS would not agree to resume  advances  until  such time as NewCom  was able to
demonstrate  an  improvement in its accounts  receivables  borrowing  base. As a
result,  steps were taken by the  Company to reduce  overhead  until  additional
financing  could be obtained.  The Company  immediately  implemented a series of
layoffs  of  personnel  and  entered  into  discussions  with DFS and  others to
restructure  its  indebtedness  and obtain new sources of working  capital.  The
Company also intensified efforts to collect outstanding trade receivables.  As a
result of the lack of financing, since January 1999, the Company has been unable
to sell any material amounts of goods.

To date the Company  remains  unable to obtain any new sources of financing  and
100% of  collections  from prior  product  sales have been  applied by DFS since
January 1999 to reduce the  outstanding  indebtedness  under the working capital
line. Accordingly,  NewCom has been forced to suspend its day-to-day operations.
This  in  turn  has  required  that  NewCom  lay  off  substantially  all of its
operational  personnel  and close its  principal  offices in  Westlake  Village,
California.

DFS,  in its  capacity as a secured  lender,  has taken  possession  of NewCom's
inventory  with a view towards its  liquidation.  Proceeds  from the sale of the
inventory  will be used to satisfy the Company's  indebtedness  to DFS, which is
estimated  to  be in  excess  of $8  million.  DFS  has  also  instituted  legal
proceedings against NewCom to collect any remaining  outstanding balance owed by
NewCom to DFS under the credit line.

Efforts are  continuing  to  restructure  the business and capital  structure of
NewCom.  Such a restructuring  may involve  discontinuing  NewCom's  traditional
computer peripherals  business and engaging in a new line of business.  However,
the ability to successfully  restructure  NewCom's  business is dependent upon a
number of factors,  including  obtaining new sources of debt or equity financing
and the successful restructuring of NewCom's indebtedness. Presently, NewCom has
no  commitments  to  obtain  additional  working  capital,  nor have any  formal
agreements  been  reached  with  any of its  principal  creditors  to  effect  a
restructuring.  There are no  assurances  that  NewCom  will be able to effect a
restructuring.  Furthermore,  unless and until NewCom is able to obtain  working
capital, it does not expect to have sufficient  resources to complete its annual
audit and timely file its Form 10-K with the SEC, normally due 90 days following
the end of NewCom's February 28 fiscal year end.

Anticipated Delisting of Common Stock and Warrants

In February 1999 the Company was notified by The Nasdaq Stock Market,  Inc. that
NewCom was not in compliance with one of the Nasdaq listing  requirements  which
required that the issuer maintain a market value of its public float of not less
than $5  million.  The  Company was  granted  until May 25,  1999,  to come into
compliance with the $5 million public float  requirement or its securities would
be delisted by Nasdaq at the opening of business on May 27, 1999.

As the Company has been unable to comply with Nasdaq's public float  requirement
it  anticipates  that its Common  Stock and  publicly  traded  Warrants  will be
delisted at the opening of business on May 27,  1999.  The Company  expects that
the  Common  Stock  will  trade on the  NASD,  Inc.  Electronic  Bulletin  Board
effective May 27, 1999, under the symbol NWCM.

Any statements that are not historical facts contained in this Press Release are
forward-looking  statements that involve risks and uncertainties,  including but
not limited to the Company's  ability to obtain financing and to restructure its
business and capital structure.

                                   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 thereunto duly authorized.

                                  NEWCOM, INC.
                                  (Registrant)

Date:  May 25, 1999                                By:   /s/ Steven C. Veen
                                                         -----------------------
                                                         Steven C. Veen,
                                                         Chief Financial Officer
                                                         (Chief Financial and
                                                         Accounting Officer)