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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): October 10, 1997
METRICOM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19903 77-0294597
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
980 UNIVERSITY AVENUE, LOS GATOS, CALIFORNIA 95030-2375
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 399-8200
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On October 13, 1997, Metricom, Inc., a Delaware corporation (the
"Company"), announced the execution of a Common Stock Purchase Agreement, dated
as of October 10, 1997 (the "Agreement"), between the Company and Vulcan
Ventures Incorporated, a Washington corporation ("Vulcan"), a copy of which is
attached as Exhibit 99.1. The Agreement contemplates that, subject to the
satisfaction of certain conditions set forth therein, including the approval
and adoption of the Agreement by the requisite vote of the Company's
stockholders as set forth in the Agreement, the Company would, among other
things, issue and sell 4,650,000 shares of the Company's Common Stock, $0.001
par value per share ("Common Stock"), to Vulcan for $12.00 per share in cash.
In a separate transaction, Vulcan entered into an agreement by which
it would acquire 2,583,000 shares of Common Stock from Lindner Investments, the
Company's largest stockholder. The transactions contemplated by the Agreement
and the subsequent agreement with Lindner Investments could result in Vulcan
owning up to 49.9% of the outstanding Common Stock.
The press release announcing the execution of the Agreement and the
separate agreement with Lindner Investments is attached hereto as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(C) Exhibits.
EXHIBIT NO. DESCRIPTION
99.1 Stock Purchase Agreement, dated as
of October 10, 1997, between
Metricom, Inc., a Delaware
corporation, and Vulcan Ventures
Incorporated, a Washington
corporation.
99.2 Joint Press Release of Metricom,
Inc. and Vulcan Ventures
Incorporated, dated as of October
13, 1997.
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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.
Date: October 14, 1997 By: /s/ Donald F. Wood
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Donald F. Wood
President
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