SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 14a-11 or ss. 240.14a-12.
P-COM, INC.
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(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box)
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies.
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2. Aggregate number of securities to which transaction applies.
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3. Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is
calculated and state how it was determined):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or Schedule and the date of its filing.
6. Amount previously paid:
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7. Form, Schedule or Registration Statement No.:
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8. Filing Party:
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9. Date filed:
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P-COM, INC.
PROXY STATEMENT
WRITTEN CONSENT SOLICITATION OF STOCKHOLDERS
APRIL __, 2003
This Proxy Statement and the enclosed Consent are being mailed in
connection with the solicitation of written consents by the Board of Directors
of P-COM, Inc., a Delaware corporation (the "Company"). These materials were
first sent to the Company's stockholders of record on or about April __, 2003.
The mailing address of the principal executive office of the Company is
3175 South Winchester Boulevard, Campbell, California 95008.
Consents are to be submitted by no later than May __, 2003 to the
Company at the address stated above.
VOTING RIGHTS AND SOLICITATION
Any stockholder executing Consent has the power to revoke it at any
time before May __, 2003 (or, if earlier, the date on which at least the minimum
number of shares have consented in order to approve the Proposals set forth
herein) by delivering written notice of such revocation to the Secretary of the
Company. The cost of soliciting Consents will be paid by the Company and may
include reimbursement paid to brokerage firms and others for their expense in
forwarding solicitation material. Solicitation will be made primarily through
the use of the mail but also personally or by telephone. Regular employees of
the Company may also, without additional remuneration, solicit Consents
personally or by telephone.
The record date for determining those stockholders who are entitled to
give Consents has been fixed as April __, 2003. At the close of business on the
record date, the Company had 36,537,644 issued and outstanding shares of Common
Stock and no outstanding shares of Preferred Stock. Each share of Common Stock
is entitled to one vote on these matters.
On these matters, which require the affirmative vote of a majority of
the outstanding shares, abstentions (including failures to return Consents) and
broker non-votes have the same effect as a negative vote.
PROPOSAL 1
AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO INCREASE
THE AUTHORIZED COMMON STOCK
GENERAL
In a meeting held on April __, 2003, the Board of Directors adopted
resolutions approving, and requesting that the stockholders authorize, an
amendment to the Company's Restated Certificate of Incorporation to increase the
number of authorized shares of the Company's Common Stock from 69,000,000 shares
to 550,000,000 shares. This amendment will not change the total number of
authorized shares of the Company's Preferred Stock (2,000,000). The Board of
Directors determined that this amendment is advisable and in the best interests
of the Company and its stockholders and directed that it be submitted for the
approval of the stockholders via this solicitation of Consents. This increase in
the number of authorized shares of Common Stock will become effective upon
filing the amendment with the Secretary of State of the State of Delaware, which
filing the Company currently plans to make as soon as reasonably practicable
after receiving Consents from the stockholders representing a majority of the
outstanding shares Common Stock of the Company. However, the Board of Directors
reserves the right pursuant to Section 242(c) of the Delaware General
Corporation Law, notwithstanding stockholder approval and without further action
by the stockholders, to determine not to proceed with this proposed increase in
the number of authorized shares of Common Stock if, at any time before the
1
filing of the proposed amendment with the Secretary of State of the State of
Delaware, the Board of Directors, in its sole discretion, determines that the
increase in the number of authorized shares of Common Stock is no longer in the
best interests of the Company and its stockholders.
If this proposal is approved, the first paragraph of Article IV of the
Restated Certificate of Incorporation will be amended to reflect the
481,000,000-share increase in the number of authorized shares of the Company's
Common Stock. The proposed amendment to the first paragraph of Article IV of the
Company's Restated Certificate of Incorporation is set forth in its entirety
below:
"This Corporation is authorized to issue two (2) classes of stock, to
be designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares that this Corporation is authorized to issue is Five Hundred
Fifty-Two Million (552,000,000) shares. Five Hundred Fifty Million (550,000,000)
shares shall be Common Stock, par value $.0001 per share, and Two Million
(2,000,000) shares shall be Preferred Stock, par value $.0001 per share."
The italicized portions of the proposed amendment set forth above
reflect the only proposed changes to the first paragraph of Article IV of the
Company's Restated Certificate of Incorporation as presently in effect, and they
are italicized solely to illustrate the specific amendment proposed.
PURPOSE OF AND RATIONALE FOR PROPOSED AMENDMENT
The objective of the proposed increase in the number of authorized
shares of Common Stock is to ensure that the Company has a sufficient number of
shares authorized for future issuances, including issuance of shares upon
conversion of Convertible Promissory Notes of the Company dated March 26, 2003
(the "Bridge Notes"). The Bridge Notes were issued to certain investors in
connection with an interim bridge financing consummated by the Company on March
26, 2003 (the "Bridge Financing"). The Securities Purchase Agreement entered
into by the Company and each of the investors in connection with the Bridge
Financing requires the Company to obtain stockholder approval to increase the
number of authorized shares of Common Stock to a number sufficient to provide
for the conversion of the Bridge Notes. The Bridge Notes are convertible into a
minimum of 16,500,000 shares of Common Stock, and they may be convertible into a
greater number of shares of Common Stock upon the occurrence of certain events
described in the Bridge Notes.
As of April 10, 2003, there were approximately 36,537,644 shares of
Common Stock issued and outstanding, and another 30,986,073 shares reserved for
issuance under incentivization plans, warrants, convertible notes and other
written agreements. The Company currently does not have enough authorized shares
available for issuance upon conversion of the Bridge Notes. For this reason and
for the other reasons discussed in this Proxy Statement, the Board of Directors
believes that the number of shares of Common Stock available for issuance should
be increased in order to provide the Company with the flexibility to issue
shares in connection with future financings and strategic acquisitions, debt
restructurings or resolutions, equity compensation and incentives to employees
and officers, forward stock splits and other corporate purposes that may occur
in the future without the delay and expense associated with obtaining special
stockholder approval each time an opportunity requiring the issuance of shares
of Common Stock arises. Such a delay might deny the Company the flexibility that
2
the Board of Directors views as important in facilitating the effective use of
the Company's securities.
Stockholders should be aware that, given the Company's current working
capital needs, the Company is currently actively seeking sources of additional
working capital. In order to satisfy its near-term working capital requirements
and to satisfy or otherwise resolve existing indebtedness and trade liabilities,
the Company may need to, among other things, conduct additional financings by
issuing and selling shares of its Common Stock. These financings are often
conducted at a discount to the prevailing market price of the Common Stock.
Currently, the market price of the Company's Common Stock is quite low. As a
result, any financing that involves the issuance of shares of Common Stock or
securities convertible into Common Stock, even at prices that are at or above
the prevailing market price, will require that a substantial number of shares of
Common Stock be available for issuance. These financing transactions may also
result in substantial dilution to the Company's existing stockholders. Financing
transactions may not be available on terms favorable to the Company, or at all,
but the Board of Directors believes that the Company should have sufficient
shares of Common Stock available for issuance in the event that an acceptable
financing transaction becomes available.
In addition to actively seeking sources of financing, the Company, as
part of its business strategy, also evaluates other companies in the wireless
telecommunications industry as possible candidates for acquisition, merger,
consolidation or other business combination. Strategic acquisition transactions
may not be available on terms favorable to the Company, or at all, but the Board
of Directors believes that the Company should have sufficient shares of Common
Stock available for issuance in the event that an acceptable strategic
acquisition transaction becomes available.
Although the Company has no present material obligations to issue
additional shares of Common Stock (except pursuant to the Company's equity
incentive plans and outstanding convertible securities and warrants, including
the Bridge Notes), the Company is currently engaged in ongoing discussions with
numerous third parties that may provide additional financing, or engage in a
business combination or other transaction with the Company. The Company also
plans to continue initiating discussions with third parties regarding potential
investments, the restructuring or other resolution of its outstanding debts,
mergers, acquisitions and other transactions. The Board of Directors, therefore,
believes that it is prudent to increase the number of authorized shares of
Common Stock from 69,000,000 to 550,000,000 in order to have a sufficient number
of shares of Common Stock to meet the Company's business needs, which may
include raising additional capital, converting outstanding debt into shares of
Common Stock, issuing Common Stock in connection with potential acquisitions and
permitting the exercise of certain warrants.
EFFECT OF PROPOSED AMENDMENT
The increase in the authorized shares of Common Stock will not have any
immediate effect on the rights of existing stockholders. If the stockholders
approve the proposed amendment and the Restated Certificate of Incorporation is
amended, the Board of Directors may cause the issuance of additional shares of
Common Stock (up to the new total number of authorized shares of Common Stock)
without further vote of the stockholders of the Company, except as provided
under the Delaware General Corporation Law or to the extent the Company chooses
to comply with any limiting rules of any securities exchange or quotation system
on which shares of Common Stock are then listed or traded. Current holders of
Common Stock do not have preemptive or similar rights, which means that current
stockholders do not have a right to purchase any new issue of capital stock of
the Company in order to maintain their proportionate ownership. The issuance of
additional shares of Common Stock may have a dilutive effect on earnings per
share and on the equity and voting power of existing holders of Common Stock. It
may also adversely affect the market price of the Common Stock. However, in the
event additional shares are issued in transactions that position the Company to
take advantage of favorable business opportunities or provide working capital
sufficient to allow the Company to pursue and/or expand its business plan, the
market price may increase.
This proposed amendment to the Company's Restated Certificate of
Incorporation will not otherwise alter or modify the rights, preferences,
privileges or restrictions of the Common Stock.
ANTI-TAKEOVER EFFECTS
Although this proposed amendment to the Company's Certificate of
Incorporation is not motivated by anti-takeover concerns and is not considered
by the Board of Directors to be an anti-takeover measure, the availability of
additional authorized shares of Common Stock could enable the Board of Directors
to issue shares defensively in response to a takeover attempt or to make an
attempt to gain control of the Company more difficult or time-consuming. For
example, shares of Common Stock could be issued to purchasers who might side
with management in opposing a takeover bid which the Board of Directors
determines is not in the best interests of the Company and its stockholders,
thus diluting the ownership and voting rights of the person seeking to obtain
control of the Company. In certain circumstances, the issuance of Common Stock
without further action by the stockholders may have the effect of delaying or
preventing a change of control of the Company, may discourage bids for the
Company's Common Stock at a premium over the market price of the Common Stock
and may adversely affect the market price of the Common Stock. Thus, increasing
the authorized number of shares of Common Stock could render more difficult and
less likely a hostile merger, tender offer or proxy contest, assumption of
control by a holder of a large block of the Company's stock, and the possible
removal of the Company's incumbent management. The Company is not aware of any
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proposed attempt to take over the Company or of any attempt to acquire a large
block of the Company's Common Stock.
APPROVALS REQUIRED
The affirmative written consent of the holders of a majority of the
outstanding shares of Common Stock is required to approve this Proposal 1.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS SIGN AND RETURN
CONSENTS FOR THE APPROVAL OF THE AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE
OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK OF
THE COMPANY FROM 69,000,000 SHARES TO 550,000,000 SHARES.
PROPOSAL 2
AMENDMENT OF THE COMPANY'S BYLAWS TO PERMIT THE ISSUANCE OF CONVERTIBLE
SECURITIES WITH CERTAIN CONVERSION, EXERCISE, OR EXCHANGE PRICE
ADJUSTMENT PROVISIONS
GENERAL
The Company and its Board of Directors currently believe it would be in
the best interests of the Company and its stockholders to adopt an amendment to
the Company's Bylaws to permit the issuance of securities that are convertible,
exercisable or exchangeable into shares of Common Stock having a conversion,
exercise or exchange price per share that is subject to downward adjustment, in
the event that the Company subsequently issues additional shares of Common Stock
or other securities convertible into Common Stock at a lower effective price per
share. The issuance of securities with this price adjustment feature is
currently subject to stockholder approval under Article VII, Section 8(iii) of
the Company's Bylaws. The proposed amendment would still subject the issuance of
any securities convertible into shares of Common Stock having a conversion,
exercise or exchange price per share that is subject to downward adjustment to
stockholder approval, but only if such adjustment is based on the market price
of the Common Stock at the time of the conversion, exercise or exchange of that
security into Common Stock.
The Board of Directors approved the proposed amendment to the Company's
Bylaws on April __, 2003, subject to stockholder approval, and recommends that
the stockholders sign and return Consents FOR approval of the amendment to the
Bylaws.
If this Proposal 2 is approved by the Company's stockholders, Article
VII, Section 8(iii) of the Company's Bylaws will be amended and restated to
permit the issuance of securities convertible into shares of Common Stock having
a conversion, exercise or exchange price per share that is subject to downward
adjustment without stockholder approval, unless the downward adjustment is based
on the market price of the Common Stock at the time of the conversion, exercise
or exchange of that security into Common Stock. The proposed amendment to
Article VII, Section 8(iii) of the Company's Bylaws is set forth in its entirety
below:
"Section 8. Unless approved by a majority vote of the shares of common
stock of the corporation outstanding, the corporation shall not:
"(iii) sell or issue any security of the corporation convertible,
exercisable or exchangeable into shares of common stock of the corporation,
having a conversion, exercise or exchange price per share which is subject to
downward adjustment based on the market price of the common stock at the time of
conversion, exercise or exchange of such security into common stock (except for
appropriate adjustments made to give effect to any stock splits or stock
dividends or for any securities that are issued in replacement of the
corporation's 4.25% Convertible Subordinated Notes due November 2002 (the
"Notes"); provided the terms of such replacement securities that would be in
violation of the requirements of this Section 8 but for this exception shall be
substantially the same as those that are currently contained in the Notes)."
4
The italicized portion of the proposed amendment set forth above
reflects the only proposed change to the current Bylaw provision, and it is
italicized solely to illustrate the specific amendment proposed.
PURPOSE OF THE PROPOSED AMENDMENT TO THE BYLAWS
The Company's primary objective in proposing the amendment to its
Bylaws is to provide the Company with the ability to obtain financing on terms
commonly required by potential investors who would purchase securities
convertible into shares of the Company's Common Stock without having to obtain
stockholder approval, as well as to (i) allow the antidilution features of the
Bridge Notes and the Series A Warrants and Series B Warrants to take effect, and
(ii) effect the termination of the Series A-1 Warrants and Series B-1 Warrants,
as discussed below.
In the view of management of the Company, the current Bylaw provision
unnecessarily restricts the Company's ability to obtain needed financing,
because it significantly limits the Company's ability to issue convertible
securities whose conversion, exercise or exchange prices are subject to
adjustment for the purpose of preventing dilution caused by the issuance of
additional shares of Common Stock or other securities convertible into Common
Stock at an effective price per share that is less than the price paid by the
initial investors. This is commonly referred to as price-based antidilution
protection. The proposed amendment to the Bylaws would permit the issuance of
convertible securities with price-based antidilution protection without
stockholder approval, but prevent the issuance of convertible securities whose
conversion, exercise or exchange prices are subject to adjustment based on the
market price of the Company's Common Stock at the time of conversion, exercise
or exchange without stockholder approval.
EFFECTS OF THE PROPOSED AMENDMENT TO THE BYLAWS
If the Company's stockholders approve the proposed amendment to the
Bylaws, the Company will be able to issue securities convertible into shares of
its Common Stock having a conversion, exercise or exchange price per share that
is subject to downward adjustment in all circumstances except where such
downward adjustment is based on the market price of the Common Stock at the time
of the conversion, exercise or exchange of such security. In addition, by
approving the proposed amendment to the Bylaws, the stockholders will also (i)
allow the antidilution provisions of the Bridge Notes, Series A Warrants and
Series B Warrants to take effect and, (ii) cause the Series A-1 Warrants and
Series B-1 Warrants to be terminated and of no further force or effect, as
discussed below.
The proposed amendment to the Company's Bylaws will not otherwise alter
or modify the rights, preferences, privileges or restrictions of the Common
Stock.
EFFECT ON OUTSTANDING NOTES, OPTIONS AND WARRANTS
With the exception of the Bridge Notes, Series A Warrants, Series B
Warrants, Series A-1 Warrants and Series B-1 Warrants, the proposed amendment to
the Company's Bylaws will not affect currently issued and outstanding notes,
options and warrants. In connection with the Bridge Financing, the Company
issued (i) the Bridge Notes, (ii) Series A Stock Purchase Warrants (the "Series
A Warrants") and Series B Stock Purchase Warrants (the "Series B Warrants"), and
(iii) Series A-1 Stock Purchase Warrants (the "Series A-1 Warrants") and Series
B-1 Stock Purchase Warrants (the "Series B-1 Warrants").
The Bridge Notes and the Series A Warrants and Series B Warrants are
currently convertible or exercisable, as the case may be, and they are subject
to price-based antidilution protection. However, pursuant to the terms of these
securities and in accordance with the Company's Bylaws, the price-based
antidilution protection feature of these securities will not become effective
unless they are approved by the Company's stockholders. The adoption of the
proposed amendment to the Company's Bylaws will have the effect of permitting
the price-based antidilution protection feature of the Bridge Notes, the Series
A Warrants and the Series B Warrants to take effect.
The Series A-1 Warrants and Series B-1 Warrants do not contain any
price-based antidilution protection features and they are not currently
exercisable. In the event that the Company is unable to obtain stockholder
approval for the proposed amendment to its Bylaws by the 120th day following
March 26th, 2003:
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o the Company will be in default under the Bridge Notes;
o the Series A Warrants and Series B Warrants will terminate and be of
no further force or effect; and
o the Series A-1 Warrants and Series B-1 Warrants will become
immediately exercisable.
If, however, the proposed amendment to the Company's Bylaws is approved
by the 120th day following March 26th, 2003:
o the price-based antidilution protection feature of the Bridge Notes,
Series A Warrants and Series B Warrants will become effective; and
o the Series A-1 Warrants and Series B-1 Warrants will terminate and be
of no further force or effect.
APPROVALS REQUIRED
The affirmative written consent of the holders of a majority of the
outstanding shares of Common Stock is required to approve this Proposal 2.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS SIGN AND RETURN
CONSENTS FOR THE APPROVAL OF THE PROPOSED AMENDMENT OF THE COMPANY'S BYLAWS TO
PROVIDE FOR THE ISSUANCE OF SECURITIES CONVERTIBLE INTO SHARES OF COMMON STOCK
HAVING A CONVERSION, EXERCISE OR EXCHANGE PRICE PER SHARE THAT IS SUBJECT TO
DOWNWARD ADJUSTMENT WITHOUT STOCKHOLDER APPROVAL, EXCEPT WHERE SUCH ADJUSTMENT
IS BASED ON THE MARKET PRICE OF THE COMMON STOCK AT THE TIME OF CONVERSION,
EXERCISE OR EXCHANGE OF SUCH SECURITY INTO COMMON STOCK.
OWNERSHIP OF SECURITIES
The following table sets forth certain information known to the Company
with respect to the beneficial ownership of the Company's Common Stock as of
April 10, 2003, by (i) all persons who are beneficial owners of five percent
(5%) or more of the Company's Common Stock, (ii) each director of the Company,
(iii) each person that served as the Company's Chief Executive Officer in 2002,
(iv) four other persons serving as executive officers of the Company on December
31, 2002 who were the most highly compensated by the Company in 2002, and (v)
all current directors and executive officers as a group. Each of the
stockholders has sole voting and investment power with respect to the shares
beneficially owned, subject to community property laws, where applicable.
PERCENTAGE
SHARES OF SHARES
BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER OWNED (#) OWNED(1)
---------------- --------- --------
State of Wisconsin Investment Board....................................... 2,292,857 6.3
P.O. Box 7842
Madison, WI 53707
Alpha Capital Aktiengesellschaft 2,000,000 5.5
Pradafant 7
9490 Furtenstums
Vaduz Lichtenstein ........................................
John A. Hawkins (2)....................................................... 26,466 *
Brian T. Josling (3)...................................................... 35,799 *
Frederick R. Fromm (4).................................................... 24,799 *
Gen. Harold R. Johnson (Ret.) (5)......................................... 6,800 *
George P. Roberts (6)..................................................... 1,106,255 3.03
Alan T. Wright (7)........................................................ 89,626 *
Ben L. Jarvis (8)......................................................... 52,339 *
Leighton J. Stephenson (9)................................................ 64,813 *
Caroline Baldwin Kahl (10)................................................ 37,167 *
Randall L. Carl (11)...................................................... 122,082 *
All current directors and executive officers as a group (9 persons) (12).. 1,523,826 4.17
6
..........
* Less than one percent of the outstanding Common Stock.
(1) Percentage of ownership is based on 36,537,644 shares of Common Stock
outstanding on April 10, 2003. Shares of Common Stock subject to stock
options that are currently exercisable or will become exercisable
within 60 days after April 10, 2003 are deemed outstanding for
computing the percentage of the person or group holding such options,
but are not deemed outstanding for computing the percentage of any
other person or group.
(2) Includes 26,466 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
April 10, 2003.
(3) Includes 29,799 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
April 10, 2003.
(4) Includes 24,799 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
April 10, 2003.
(5) Includes 6,800 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
April 10, 2003. Gen. Johnson (Ret.) resigned from the Company's Board
effective January 16, 2003.
(6) Includes 1,046,151 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
April 10, 2003.
(7) Includes 88,579 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
April 10, 2003.
(8) Includes 52,339 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
April 10, 2003.
(9) Includes 63,326 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
April 10, 2003. Mr. Stephenson resigned from the Company effective
March 31, 2003.
(10) Includes 35,717 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
April 10, 2003. Ms. Kahl resigned from the Company effective March 14,
2003.
(11) Includes 41,456 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
April 10, 2003.
(12) Includes 1,366,711 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days after
April 10, 2003.
DISSENTERS' RIGHTS OF APPRAISAL
Delaware law does not provide for appraisal rights with respect to the
proposals being acted upon.
STOCKHOLDER PROPOSALS FOR 2003 ANNUAL MEETING PROXY STATEMENT
Under the present rules of the Securities and Exchange Commission (the
"SEC"), the deadline for stockholders to submit proposals to be considered for
inclusion in our Proxy Statement for this year's Annual Meeting of Stockholders
was January 1, 2003. Such proposals may be included in next year's Proxy
Statement if they comply with certain rules and regulations promulgated by the
SEC, as well as the appropriate deadlines.
By Order of the Board of Directors
Dated: April __, 2003
-----------------------------------
George P. Roberts
Chairman and Chief Executive Officer
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P-COM, INC.
WRITTEN CONSENT SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Please return the consent form promptly to the Company at 3175 South
Winchester Boulevard, Campbell, California 95008. This consent form must be
received by P-COM, Inc. by no later than the deadline stated in the Proxy
Statement in order for your vote to count.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1
1. Proposal to amend the Restated Certificate of Incorporation to increase
the authorized number of shares of the Company's Common Stock from
69,000,000 shares to 550,000,000 shares.
Vote FOR Vote AGAINST ABSTAIN
|-| |-| |-|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2
2. Proposal to amend Article VII, Section (iii) of the Company's Bylaws to
permit the issuance of securities convertible, exercisable, or
exchangeable into shares of Common Stock having a conversion, exercise
or exchange price per share which is subject to downward adjustment
without stockholder approval, except where such adjustment is based on
the market price of the Common Stock at the time of the conversion,
exercise or exchange of such security into Common Stock.
Vote FOR Vote AGAINST ABSTAIN
|-| |-| |-|
(Please sign and date below)
Dated: , 2003
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Signature of Stockholder
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Signature of Stockholder
If signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such, and,
if signing for a corporation, give
your title. When shares are in the
names of more than one person, each
should sign.
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