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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): February 1, 2000
METRICOM, INC. METRICOM FINANCE, INC.
(Exact name of registrant as specified (Exact name of registrant as specified
in its charter) in its charter)
DELAWARE DELAWARE
(State or other jurisdiction (State of or other jurisdiction of
of incorporation) incorporation)
77-0294597 77-0529272
(IRS Employer Identification No.) (IRS Employer Identification No.)
0-19903 333-91359-01
(Commission File Number) (Commission File Number)
980 UNIVERSITY AVENUE,
LOS GATOS, CALIFORNIA 95030-2375
(Address of principal executive offices and zip code)
Registrants' telephone number, including area code: (408) 399-8200
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ITEM 5. OTHER EVENTS.
On February 7, 2000, Metricom, Inc. closed a public offering of
5,000,000 shares of its common stock at a price to the public at $87.00 per
share. The common stock offering was led by Lehman Brothers Inc. and Salomon
Smith Barney Inc., as joint book-running managers, and Merrill Lynch, Pierce,
Fenner and Smith Incorporated, Chase H & Q and J.P. Morgan & Co., as
co-managers. On February 9, 2000, Metricom, Inc. closed the sale of an
additional 750,000 shares of its common stock, at the same public offering price
per share, following exercise by the underwriters of their over-allotment
option. The estimated aggregate net proceeds to Metricom, Inc. from the common
stock offering (including the over-allotment option), after deducting
underwriting discounts and commissions and estimated offering expenses was
approximately $473.2 million.
Concurrently with the initial closing of the common stock offering of
Metricom, Inc., Metricom, Inc and Metricom Finance, Inc. closed a public
offering of $300 million principal amount of 13% senior notes due 2010 (the
"Notes") and 300,000 warrants to purchase an aggregate of 1,425,000 shares of
common stock of Metricom, Inc. (the "Warrants"). The Notes were sold together
with the Warrants. For each $1000 principal amount of the Notes purchased, the
holder acquired a warrant to purchase 4.75 shares of common stock of Metricom,
Inc. at an initial exercise price of $87.00 per share. The Warrants are
exercisable at any time after August 15, 2000 and, unless exercised earlier,
will expire on February 15, 2010. The offering of the Notes and Warrants was
led by Lehman Brothers Inc., as sole book-running manager, and Salomon Smith
Barney, Inc., Chase Securities Inc., J.P. Morgan & Co. and Merrill Lynch & Co.,
as co-managers. The aggregate available net proceeds from the Notes offering and
the related Warrants offering was approximately $218.7 million, after deducting
underwriting discounts and commissions and after depositing approximately $73.1
million in a pledge account to secure the payment of the first four scheduled
interest payments on the Notes.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) Exhibits.
EXHIBIT NO. DESCRIPTION
1.1 Underwriting Agreement dated February 1, 2000
among Metricom, Inc., Metricom Finance, Inc. and
the underwriters named therein.
1.2 Terms Agreement dated February 1, 2000 between
Metricom, Inc. and the underwriters named
therein relating to the issuance and sale of
5,750,000 shares of Common Stock of Metricom,
Inc.
1.3 Terms Agreement dated February 2, 2000 among
Metricom, Inc., Metricom Finance, Inc. and the
underwriters named therein relating to the
issuance and sale of $300,000,000 aggregate
principal amount of their 13% Senior Notes due
2010.
1.4 Terms Agreement dated February 2, 2000 among
Metricom, Inc., Metricom Finance, Inc. and the
underwriters named therein relating to the
issuance and sale of 300,000 warrants to
purchase an aggregate of 1,425,000 shares of
Common Stock of Metricom, Inc.
4.1 First Supplemental Indenture for Senior Notes
dated February 7, 2000 between Metricom, Inc.,
Metricom Finance, Inc. and Bank One Trust
Company, N.A.
4.2 Warrant Agreement dated February 7, 2000 among
Metricom, Inc., Bank One Trust Company, as
initial warrant agent and BankBoston N.A., as
warrant agent.
4.3 Warrant Certificate dated February 7, 2000
between Metricom, Inc. and Bank One Trust
Company.
4.4 Global Note dated February 7, 2000, in an
aggregate principal amount of $300,000,000,
issued by Metricom, Inc. and Metricom Finance,
Inc.
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SIGNATURES OF METRICOM, INC.
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.
Date: February 10, 2000 METRICOM, INC.
By: /s/ James E. Wall
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James E. Wall
Chief Financial Officer
SIGNATURES OF METRICOM FINANCE, INC.
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.
Date: February 10, 2000 METRICOM FINANCE, INC.
By: /s/ James E. Wall
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James E. Wall
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
1.1 Underwriting Agreement dated February 1, 2000 among Metricom,
Inc., Metricom Finance, Inc. and the underwriters named therein.
1.2 Terms Agreement dated February 1, 2000 between Metricom, Inc. and
the underwriters named therein, relating to the issuance and sale
of 5,750,000 shares of Common Stock of Metricom, Inc.
1.3 Terms Agreement dated February 2, 2000 among Metricom, Inc.,
Metricom Finance, Inc. and the underwriters named therein
relating to the issuance and sale of $300,000,000 aggregate
principal amount of their 13% Senior Notes due 2010.
1.4 Terms Agreement dated February 2, 2000 among Metricom, Inc.,
Metricom Finance, Inc. and the underwriters named therein,,
relating to the issuance and sale of 300,000 warrants to purchase
an aggregate of 1,425,000 shares of Common Stock of Metricom,
Inc.
4.1 First Supplemental Indenture for Senior Notes dated February 7,
2000 between Metricom, Inc., Metricom Finance, Inc. and Bank One
Trust Company, N.A.
4.2 Warrant Agreement dated February 7, 2000 among Metricom, Inc.,
Bank One Trust Company, as initial warrant agent and BankBoston
N.A., as warrant agent.
4.3 Warrant Certificate dated February 7, 2000 between Metricom, Inc.
and Bank One Trust Company.
4.4 Global Note dated February 7, 2000, in an aggregate principal
amount of $300,000,000, issued by Metricom, Inc. and Metricom
Finance, Inc.