METRICOM INC / DE
8-K, 1996-06-07
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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<PAGE>   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): June 6, 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.
<PAGE>   2
Item 5.       Other Events

         On June 6, 1996, Metricom, Inc. issued a press release announcing a
proposed private placement of convertible subordinated notes, 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.

<TABLE>
<CAPTION>
Exhibit
Number                     Description
- ---------                  --------------
<C>                        <C>     
99.1                       Press Release, dated June 6, 1996.
</TABLE>


                                       2.
<PAGE>   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:  June 6, 1996             By: /s/ William D. Swain
                                     -------------------------------------------
                                     William D. Swain
                                     Chief Financial Officer and Secretary


                                       3.
<PAGE>   4
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number                     Description
- ---------                  --------------
<S>                        <C>
99.1                       Press Release, dated June 6, 1996.
</TABLE>


                                       4.

<PAGE>   1
                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE

Contact:          William D. Swain
                  Chief Financial Officer
                  Metricom, Inc.
                  (408) 399-8200


                          METRICOM ANNOUNCES FINANCING


Los Gatos, California, June 6, 1996 -- Metricom, Inc. (NASDAQ/NMS: MCOM)
announced today that it proposes to make an offering of up to $75,000,000
principal amount of convertible subordinated notes in a private placement, plus
up to an additional $11,250,000 principal amount to cover over-allotments.
Metricom plans to use the net proceeds from the offering to finance the
continuing development, deployment and commercialization of its Ricochet
networks. The offering will be made only by means of a confidential offering
memorandum to qualified investors. The securities to be offered have not been
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration requirements.


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