METRICOM INC / DE
8-K, 1996-06-25
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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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): June 20, 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.


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Item 5. Other Events
- --------------------

         On June 20, 1996, Metricom, Inc. issued a press release announcing that
the previously planned private placement of convertible subordinated notes would
be discontinued, 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.

Exhibit
Number                     Description
- ---------                  --------------

99.1                       Press Release, dated June 20, 1996.

                                       2.


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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.

Dated:  June 20, 1996                         By: /s/ William D. Swain
                                          -------------------------------------
                                          William D. Swain
                                          Chief Financial Officer and Secretary



                                       3.


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                                  EXHIBIT INDEX

Exhibit
Number                     Description
- ---------                  --------------

99.1                       Press Release, dated June 20, 1996.



                                       4.



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                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE

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

Los Gatos, California, June 20, 1996 -- Metricom, Inc. announced today that in
light of the decline in market prices for technology stocks and the current
uncertainties in the market, it would not be in the Company's best interest to
issue subordinated convertible notes at this time. Accordingly, the Company's
investment bankers have been instructed to discontinue the previously planned
private placement of such notes.




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