1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A AMENDMENT NO.1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 28, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO _________ COMMISSION FILE NUMBER 0-19903 METRICOM, INC. (A DELAWARE CORPORATION) I.R.S. EMPLOYER IDENTIFICATION #77-0294597 980 UNIVERSITY AVENUE LOS GATOS, CA 95030-2375 (408) 399-8200 INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO ___ THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF AUGUST 2, 1996 WAS 13,461,824. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS PAGE ---- PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K............................................ 3 Signature Page.......................................................................... 4 Exhibit Index........................................................................... 5 2 3 PART II. OTHER INFORMATION ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits: 10.27* Option Agreement and Agreement and Plan of Reorganization, dated as of February 7, 1996, among the Company, Overall Wireless Communications Corporation and the sole stockholder of Overall Wireless. 10.28* Loan and Security Agreement, dated as of February 7, 1996, among the Company, Overall Wireless Communications Corporation and the sole stockholder of Overall Wireless. 27.00 Financial Data Schedule. - --------------- * Confidential treatment has been requested for certain portions of this exhibit. The confidential portions have been marked with an asterisk and have been filed separately with the Commission. b. Reports on Form 8-K 1. Form 8-K filed on June 6, 1996, regarding a proposed private placement of up to $75 million principal amount of convertible subordinated notes. 2. Form 8-K filed on June 20, 1996, regarding the Company's plans to discontinue a proposed private placement of up to $75 million principal amount of convertible subordinated notes. 3 4 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. METRICOM, INC. (Registrant) /s/ WILLIAM D. SWAIN -------------------------------------- By: William D. Swain Chief Financial Officer, Secretary and Duly Authorized Officer Date: December 5, 1996 4 5 EXHIBIT INDEX 10.27* Option Agreement and Agreement and Plan of Reorganization, dated as of February 7, 1996, among the Company, Overall Wireless Communications Corporation and the Sole Stockholder of Overall Wireless. 10.28* Loan and Security Agreement, dated as of February 7, 1996, among the Company, Overall Wireless Communications Corporation and the sole stockholder of Overall Wireless. 27.00 Financial Data Schedule. * Confidential treatment has been requested for certain portions of this exhibit. The confidential portions have been marked with an asterisk and have been filed separately with the Commission. 5