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): January 30, 1998
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)
Page 1 of 4
2
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 30, 1998, Metricom, Inc., a Delaware corporation (the
"Company"), completed its sale of 4,650,000 shares of its Common Stock, $0.001
par value per share, to Vulcan Ventures Incorporated, a Washington corporation
("Vulcan"), for $55,800,000. The sale took place pursuant to a Common Stock
Purchase Agreement, dated as of October 10, 1997, between the Company and Vulcan
(the "Purchase Agreement"). The purchase price, which was determined as a result
of arms' length negotiation between the parties, consisted of $50,750,684.93 in
cash and cancellation of $5,049,315.07 in indebtedness. Prior to the closing of
the transaction, Vulcan owned 32.5% of the outstanding Common Stock. Upon
completion of the transaction, Vulcan owned 49.5% of the outstanding Common
Stock.
Pursuant to the Purchase Agreement, upon the closing, the Board of
Directors was composed of specified individuals, three of whom were Independent
Directors (as defined in the Purchase Agreement) and two of whom were proposed
by Vulcan. It is anticipated that two additional directors will be proposed by
Vulcan at a later date. Upon the closing of the transaction, the Board of
Directors consisted of William Savoy and David Liddle, both designees of Vulcan,
and Robert Dilworth, Robert Cline and Justin Jaschke, all Independent Directors.
Under the Purchase Agreement, at any meeting of the stockholders of the
Company at which the election of directors is submitted to a vote of the
stockholders, Vulcan is obligated to cause the Board of Directors to include on
the slate of nominees for election those Independent Directors who are in the
class whose term of office is then ending and will recommend to the stockholders
the election of such Independent Directors. In casting votes (or proxies) with
respect to the election of any of the Independent Directors submitted for a vote
of the stockholders of the Company, Vulcan will vote and will cause its
affiliates to vote all shares held of record or beneficially owned by them, in
the same proportion as the votes cast in favor of or withheld from such nominees
for Independent Directors by other holders of Common Stock. If the number of
authorized directors is subsequently increased, the number of Independent
Directors will be proportionately increased. In the event of any vacancy on the
Board of Directors created as a result of the resignation, death, disability,
removal or disqualification of any of the Independent Directors, then a
committee consisting of the remaining Independent Directors will be entitled to
elect a nominee to complete the remaining term of the Independent Director whose
position was vacated. Notwithstanding the provisions outlined in the previous
two paragraphs, nothing will preclude or limit any stockholder of the Company
who is not affiliated or associated with Vulcan from nominating any person for
election to the Board in accordance with the procedures then set forth in the
Company's By-laws. Any person so nominated who is then elected will be deemed an
Independent Director.
The foregoing information has been provided because the transaction may
be deemed to be a "change of control" of the Company or a "disposition of
assets" of the Company within the meanings of Items 1 and 2 of Form 8-K. The
terms of the transaction are more specifically set forth in the Purchase
Agreement, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Page 2 of 4
3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information.
A pro forma balance sheet as of September 30, 1997
reflecting the effect of the transaction is attached as
Exhibit 99.2. The transaction had no effect on the
Company's statements of income.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
99.1(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 Pro Forma Balance Sheet as of September 30,
1997
-------------
(1) Incorporated by reference to the Company's Current
Report on Form 8-K dated as of October 13, 1997.
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: February 12, 1998 By: /s/ VANESSA A. WITTMAN
--------------------------------
Vanessa A. Wittman
Vice President Finance
Page 3 of 4