<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*

                        AirNet Communications Corporation
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                   00941P 10 6
                                 (CUSIP Number)

                           Charles C. Freyer, Esquire
                                 General Counsel

                      SCP Private Equity Partners II, L.P.
                       435 Devon Park Drive, Building 300
                                 Wayne, PA 19087
                                  610-254-4242
                     (Name, Address and Telephone Number of
            Person Authorized to Receive Notices and Communications)

                         copy to: Spencer W. Franck, Jr.
                                 Saul Ewing LLP
                       1200 Liberty Ridge Drive, Suite 200
                              Wayne, PA 19087-5055
                                  June 5, 2003
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ]

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

<PAGE>

     The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

<PAGE>

1.    NAME OF REPORTING PERSONS.
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            SCP Private Equity Partners II, L.P. 23-3037972
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2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
      (SEE INSTRUCTIONS)
      (a)   [ ]
      (b)   [ ]
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3.    SEC USE ONLY

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4.    SOURCE OF FUNDS (SEE INSTRUCTIONS)
      WC

5.    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) OR 2(e)                                      [ ]

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6.    CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware

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    Number of Shares           7.   Sole Voting Power
    Beneficially Owned By           0
    Each Reporting Person      8.   Shared Voting Power
    With                            4,140,127*
                               9.   Sole Dispositive Power
                                    0
                               10.  Shared Dispositive Power
                                    4,140,127*

--------------------------------------------------------------------------------
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      4,140,127*

--------------------------------------------------------------------------------
12.   CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)                                             [ ]

--------------------------------------------------------------------------------
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
      15%**
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14.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
      PN

--------------------------------------------------------------------------------

<PAGE>

*    Includes 3,184,713 shares of the Issuer's common stock issuable upon
     conversion of the 318,471 shares of the Issuer's Series B Convertible
     Preferred Stock, $.01 par value per share held by SCP Private Equity
     Partners II, L.P. and 955,414 of the Issuer's common stock issuable upon
     conversion of a warrant held by SCP Private Equity Partners II, L.P.

**   Based on 23,851,177 shares of the Issuer's common stock outstanding as of
     June 9, 2003.

                                       -4-

<PAGE>

1.    NAME OF REPORTING PERSONS.
      I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

            SCP Private Equity II, LLC
            23-3047235
--------------------------------------------------------------------------------
2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
      (SEE INSTRUCTIONS)
      (a)   [ ]
      (b)   [ ]

--------------------------------------------------------------------------------
3.    SEC USE ONLY

--------------------------------------------------------------------------------
4.    SOURCE OF FUNDS (SEE INSTRUCTIONS)
      AF

--------------------------------------------------------------------------------
5.    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) OR 2(e)                                      [ ]

--------------------------------------------------------------------------------
6.    CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware

--------------------------------------------------------------------------------
    Number of Shares           7.   Sole Voting Power
    Beneficially  Owned By          0
    Each Reporting Person      8.   Shared Voting Power
    With                            4,140,127*
                               9.   Sole Dispositive Power
                                    0
                               10.  Shared Dispositive Power
                                    4,140,127*

--------------------------------------------------------------------------------
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      4,140,127*

--------------------------------------------------------------------------------
12.   CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)                                            [ ]

--------------------------------------------------------------------------------
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
      15%**
--------------------------------------------------------------------------------
14.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
      CO

--------------------------------------------------------------------------------

                                       -5-

<PAGE>

*    Includes 3,184,713 shares of the Issuer's common stock issuable upon
     conversion of the 318,471 shares of the Issuer's Series B Convertible
     Preferred Stock, $.01 par value per share held by SCP Private Equity
     Partners II, L.P. and 955,414 of the Issuer's common stock issuable upon
     conversion of a warrant held by SCP Private Equity Partners II, L.P.

**   Based on 23,851,177 shares of the Issuer's common stock outstanding as of
     June 9, 2003.

                                       -6-

<PAGE>

     This Amendment No. 2 to Schedule 13D ("Amendment No. 2") relates to a
Schedule 13D filed with the Securities and Exchange Commission ("SEC") on April
12, 2001 (the "Schedule 13D") and Amendment No. 1 to the Schedule 13D
("Amendment No. 1") filed with the SEC on April 24, 2001. This Amendment No. 2
amends and supplements Amendment No. 1. Information in the Schedule 13D and
Amendment No. 1 remains in effect except to the extent that it is superceded by
the information contained in this Amendment No. 2. Information given in response
to each item shall be deemed to be incorporated by reference in all other items.
Capitalized terms used but not defined in this Amendment No. 2 shall have the
meanings ascribed to such terms in the Schedule 13D and Amendment No. 1.

Item 1. Security and Issuer

          This Amendment No. 2 relates to the common stock of the Issuer (the
"Common Stock").

Item 3. Source and Amount of Funds or Other Consideration

          SCP Private Equity Partners II, L.P. ("SCP") will fund the acquisition
of securities as set forth in Item 4.

Item 4. Purpose of Transaction

          On June 5, 2003, SCP entered in a Securities Purchase Agreement
("Purchase Agreement") with the Issuer and TECORE, Inc., a Texas corporation,
("TECORE") for the issuance and sale to SCP and TECORE of Senior Secured
Convertible Notes (collectively, the "Notes" and each individually a "Note").
The Purchase Agreement is attached hereto as Exhibit 1 and the terms of the
Purchase Agreement are incorporated herein by reference. Under the Purchase
Agreement, SCP will purchase a Note in the principal amount of $4,000,000 from
the Issuer and will pay part of the purchase price of the Note by issuing a
credit memorandum to the Issuer pursuant to which the outstanding principal
balance payable to SCP under the terms of a certain Bridge Loan Promissory Note
payable to SCP will be deemed satisfied and paid in full (with the accrued
interest thereon being deferred until the maturity date of the Note). The
remainder of the unpaid balance of the Note will be funded with SCP's working
capital.

          SCP's Note will be convertible at any time into shares of Common Stock
at an initial conversion price of $0.1081, which will be subject to adjustment
in the event of certain dilutive issuances. SCP's Note will also convert
automatically in the event of (a) the closing of a secondary public offering of
Common Stock if the offering price per share is not less than three times the
then applicable conversion price and the gross proceeds to the Issuer would be
not less than $70,000,000 or (b) with certain qualifications, a sale of the
Issuer at a minimum price per share in cash or stock of at least three times the
then applicable conversion price.

                                       -7-

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Interest will accrue on SCP's Note at the rate of 12% per annum and all
principal and interest will be due and payable on the fourth anniversary of the
date of closing of the transactions contemplated by the Purchase Agreement (the
"Closing"). SCP's Note will be secured by a first perfected security interest in
all of the assets of the Issuer.

          With certain exceptions, if the Issuer at any time issues Common Stock
or equity securities convertible or exercisable into Common Stock at a price per
share that is less than the then applicable conversion price of SCP's Note, the
applicable conversion price would be immediately reduced to the price per share
at which such securities were issued. If the Issuer issues shares of Common
Stock to the holders of warrants outstanding on the closing date upon exercise
of such warrants, or to holders of options outstanding on the closing date upon
exercise of such options to purchase shares in excess of 300,000 shares, the
number of shares into which SCP's Note is then convertible would be adjusted to
a number that will entitle it to maintain its percentage ownership of the
Issuer.

          Under the Purchase Agreement, the following are conditions of the
Closing: (a) that SCP convert its 318,471 shares of the Issuer's Series B
Preferred Stock, $.01 par value per share (the "Series B Preferred Stock") into
6,369,427 shares of Common Stock; (b) that the Issuer issue 4,625,347 shares of
Common Stock to SCP in lieu of $500,000 to which SCP is entitled as a result of
its conversion of the Series B Preferred Stock; (c) confirmation that all
holders of the Series B Preferred Stock have converted their shares of Series B
Preferred Stock into Common Stock; (d) cancellation of SCP's warrant for 955,414
shares of the Common Stock; (e) the filing of an Eighth Amended and Restated
Certificate of Incorporation of the Issuer, which is Exhibit A to the Purchase
Agreement and the terms of which are incorporated herein by reference (the
"Restated Charter") with the Delaware Secretary of State; (f) amendment of the
Issuer's bylaws to increase the number of directors to ten (and eleven upon
TECORE's full conversion of its Note) and declassify the Board of Directors so
that each director will stand for re-election on an annual basis; (g) execution
of the Voting Agreement by and between SCP and TECORE (which is attached hereto
as Exhibit 2 and the terms of which are incorporated herein by reference) (the
"Voting Agreement"); and (h) the election of five individuals nominated by the
Board of Directors that were proposed by SCP and TECORE. The five individuals
proposed by TECORE and SCP are Jay J. Salkini, Shiblie O. Shiblie, Hans F.
Morris, Christopher Doherty and Munzer Kayyem.

          The Restated Charter will provide the holders of the Notes the right
to vote the Notes on an as-converted basis at a deemed conversion price of $0.57
with the holders of Common Stock. The Restated Charter will also increase the
number of authorized shares of Common Stock from 50,000,000 to 400,000,000 to,
among other things, accommodate the shares into which the Notes and the Series B
Preferred Stock will be convertible. The Restated Charter will also eliminate
the blank check preferred stock provision that permits the Board of Directors to
designate the rights, preferences and privileges of a new series of preferred
stock without the consent of the Issuer's stockholders. The Restated Charter
will eliminate the designation of 50,000 shares of Series A Junior Participating
Preferred Stock and declassify the Board of Directors so that each director will
stand for re-election on an annual basis.

                                       -8-

<PAGE>

          Under the Voting Agreement, SCP and TECORE agree to vote all Notes and
shares of capital stock owned by them to elect to the Board of Directors: (a)
the Issuer's chief executive officer; (b) two persons designated from time to
time in writing by SCP; (c) four persons designated from time to time in writing
by TECORE; and (d) three persons who will be independent within the meaning of
Section 301 of the Sarbanes-Oxley Act of 2002, the Securities Exchange Act of
1934, as amended, and applicable national securities exchanges and associations
("Independent"), who will be satisfactory to TECORE and SCP, and who will be
elected by the holders of a majority of the voting power represented by the
Notes, the outstanding shares of Common Stock, and any other securities entitled
to vote in the election of directors, voting as a single class; provided, that
only three of the persons designated by TECORE will be permitted to take office
as directors of the Issuer until such time as the aggregate cash purchase price
paid for the Notes under the Purchase Agreement represents a contribution to the
Issuer which, relative to the aggregate market value of the Common Stock as of
the date of the Purchase Agreement, permits such additional representation on
the Board of Directors within the meaning of the applicable national securities
exchanges and associations' voting rights rules.

          The Voting Agreement provides that after TECORE owns a majority of the
issued and outstanding shares of Common Stock and for so long as TECORE
maintains such majority ownership, SCP and TECORE will vote all Notes and shares
of capital stock of the Issuer owned by them (and all other securities the
voting of which is within their control), to (a) maintain a Board of Directors
of eleven members, and (b) elect and maintain in office as a director of the
Issuer: (i) the Issuer's chief executive officer; (ii) one person designated
from time to time in writing by SCP; (iii) six persons designated from time to
time in writing by TECORE; and (iv) three persons who will be Independent, who
will be satisfactory to TECORE and SCP, and who will be elected by the holders
of a majority of the voting power represented by the Notes, the outstanding
shares of Common Stock, and any other securities entitled to vote in the
election of directors, voting as a single class. These provisions are subject to
change in the event of a default by TECORE in the payment of its Note.

          The Voting Agreement identified the initial nominees as (a) Glenn
Ehley, the Issuer's chief executive officer; (b) James W. Brown, current
Chairman of the Board of Directors, and Christopher J. Doherty, as the designees
of SCP; (c) Jay Salkini, Shiblie Shiblie, Munzer Kayyem, and Hans Morris, as the
designees of TECORE; and (d) George Calhoun, Darrell Maynard and Gerald Y.
Hattori as the Independent directors.

          SCP and TECORE also agreed under the Voting Agreement to take all
appropriate action to ensure that the Board of Directors of the Issuer maintains
a Compensation Committee and an Audit Committee and that directors, who are
satisfactory to SCP and TECORE and permitted to serve on such committees by
applicable Securities and Exchange Commission and national securities exchanges
and associations rule and regulations, be appointed to each of the Compensation
Committee and the Audit Committee, and to each other significant committee of
the Board of Directors.

                                       -9-

<PAGE>

          The Reporting Persons have and are acquiring the securities of the
Issuer described in this Schedule 13D as an investment. Except as set forth
above, the Reporting Persons have not formulated any plans or proposals of the
types referred to in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in the Securities of the Issuer

(a)-(b) Both Reporting Persons may be deemed to be the beneficial owners with
shared power to vote and dispose of a total of 4,140,127 shares of Common Stock
(or 15% of the outstanding Common Stock). The calculations of beneficial
ownership herein assume (a) the conversion of 318,471 shares of Series B
Preferred Stock held by SCP into 3,184,713 shares of the Common Stock and (b)
the exercise of a warrant held by SCP into 955,414 shares of Common Stock. SCP
Private Equity II, LLC ("SCP LLC") is deemed to be such a beneficial owner as
described herein because of an agreement with SCP granting SCP LLC the power to
make voting and investment decisions regarding the securities held by SCP.

     (c)  Not applicable.

     (d)  Not applicable.

     (e)  Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
        Securities of the Issuer

          In connection with the Purchase Agreement, the Issuer agreed to amend
its Bonus Program for employees. The Amended and Restated AirNet Bonus Program
(the "New Bonus Program") has been approved and adopted by the Board of
Directors of the Issuer effective upon and subject to the Closing. The New Bonus
Program provides that in the event of a sale of all or a portion of a Note by a
holder of a Note, 10% of the proceeds of such sale in excess of the then
outstanding principal and related accrued interest of the Note will be paid from
the proceeds received by the holder of the Note to eligible participants in the
New Bonus Program. In addition, 10% of the net proceeds available for
distribution to the holders of the Issuer's securities, including holders of the
Notes, in connection with a sale of the Issuer will be distributed to eligible
participants in the New Bonus Program, provided that payment of the principal
and accrued interest under the Notes will be excluded from the net proceeds
available for distribution to securityholders for purposes of calculating these
bonus payments. Amounts deemed to be in the money with respect to stock
underlying employee options and sold in connection with the sale of the Issuer
will be credited against amounts otherwise payable by the Issuer under the New
Bonus Program.

          Upon the Closing, SCP and TECORE will enter into a Tag Along
Allocation Agreement with the Issuer (which is Exhibit G to the Purchase
Agreement and the terms of

                                      -10-

<PAGE>

which are incorporated herein by reference) pursuant to which SCP and TECORE
will agree to pay to the Issuer a portion of their sale of Note proceeds,
whether in connection with an isolated sale or the sale of the Issuer, in order
to provide the funds for the Issuer to pay the agreed portion of the sale of
Note proceeds to employees under the New Bonus Program. This obligation is
reduced to the extent the Issuer's obligations to the employees is reduced by
the offset of the in-the-money amounts with respect to shares underlying stock
options and sold in connection with the sale of the Issuer.

          Except as otherwise set forth herein or in Item 4, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons, SCP II General Partner or any of the Members, with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any securities of the Issuer, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

          The following documents are filed as exhibits to this Amendment No. 2:

          1.   Securities Purchase Agreement by and among TECORE, Inc., SCP
               Private Equity Partners II, L.P. and AirNet Communications
               Corporation, dated June 5, 2003.

          2.   Voting Agreement (DRAFT) by and between TECORE, Inc. and SCP
               Private Equity Partners II, L.P.

                                      -11-

<PAGE>

                                   SIGNATURES

     After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.

                             SCP Private Equity Partners II, L.P.


                                By: SCP Private Equity II General Partner, L.P.,
                                    its General Partner


                                By: SCP Private Equity II, LLC


                                By:    /s/ James W. Brown
                                       -----------------------------------------
                                Name:  James W. Brown
                                Title: a manager


                             SCP Private Equity II, LLC


                                By:    /s/ James W. Brown
                                       -----------------------------------------
                                Name:  James W. Brown
                                Title: a manager

                                      -12-

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT 1.   Securities Purchase Agreement by and among TECORE, Inc., SCP
             Private Equity Partners II, L.P. and AirNet Communications
             Corporation, dated June 5, 2003.

EXHIBIT 2.   Voting Agreement (DRAFT) by and between TECORE, Inc. and SCP
             Private Equity Partners II, L.P.

                                      -13-

