1 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): August 28, 1996 METRICOM, INC. (Exact name of registrant as specified in its charter) Delaware 0-19903 77-0294597 (State of jurisdiction) (Commission File No.) (IRS Employer Identification No.) 980 University Avenue Los Gatos, CA 95030-2375 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (408) 399-8200 1. 2 Item 5. Other Events - -------------------------------------------------------------------------------- On August 29, 1996, Metricom, Inc. issued a press release announcing the private placement of $45,000,000 of its 8% convertible subordinated notes due 2003, at 100 percent of their principal amount, which is filed herewith as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits - -------------------------------------------------------------------------------- (c) Exhibits. Exhibit Number Description - --------- ----------- 4.1 Form of Notes 4.2 Indenture 10.1 Registration Rights Agreement 10.2 Placement Agreement 99.1 Press Release, dated August 29, 1996. 2. 3 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. Metricom, Inc. Dated: September 11, 1996 By: /s/ Robert P. Dilworth -------------------------------- Robert P. Dilworth President and Chief Executive Officer 3. 4 EXHIBIT INDEX Exhibit Number Description - --------- ----------- 4.1 Form of Notes 4.2 Indenture 10.1 Registration Rights Agreement 10.2 Placement Agreement 99.1 Press Release, dated August 29, 1996. 4.