SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) AUGUST 14, 2003
COMMISSION FILE NUMBER 0-25356
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P-COM, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 77-0289371
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
3175 S. WINCHESTER BOULEVARD
CAMPBELL, CA 95008
(408) 866-3666
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
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Item 4. Changes in Registrant's Certifying Accountant.
On August 7, 2003, PricewaterhouseCoopers, LLC, independent accountants
("PricewaterhouseCoopers"), were dismissed as the independent accountants of
P-Com, Inc., a Delaware corporation (the "Company"). On August 7, 2003, the
Audit Committee of the Company's Board of Directors approved Aidman Piser &
Company ("Aidman Piser") as the Company's new independent auditors.
The reports of PricewaterhouseCoopers on the financial statements of the Company
for the past two fiscal years contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principle. However, the reports of PricewaterhouseCoopers contained
an explanatory paragraph indicating that there was a substantial doubt about the
Company's ability to continue as a going concern.
In connection with the audits for the two most recent fiscal years in the period
ended December 31, 2002 and through August 7, 2003, there were no disagreements
between the Company and PricewaterhouseCoopers, on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of
PricewaterhouseCoopers would have caused them to make reference thereto in their
report on the financial statements for such years.
The Company has provided PricewaterhouseCoopers with a copy of this disclosure
provided under this caption of this report on Form 8-K, and has advised them to
provide the Company with a letter addressed to the Securities and Exchange
Commission as to whether they agree or disagree with the disclosures made
herein. A copy of such letter, dated August 14, 2003, is filed as Exhibit 16.1
to this Form 8-K.
During the Company's two most recent fiscal years ended December 31, 2002 and
the subsequent interim period through June 30, 2003, the Company did not consult
with Aidman Piser regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
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/ George P. Roberts
By: -----------------------------------
George P. Roberts
Chairman of the Board of Directors
and Chief Executive Officer
Date: August 14, 2003
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit 16.1 Letter from PricewaterhouseCoopers, LLC to the
Securities and Exchange Commission, dated August 14,
2003, regarding the change in independent auditor.