<PAGE> 1
As filed with the Securities and Exchange Commission
on December 20, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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METRICOM, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 77-0294597
(State of incorporation) (I.R.S. Employer Identification No.)
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980 UNIVERSITY AVENUE
LOS GATOS, CALIFORNIA 95030-2375
(408) 399-8200
(Address and telephone number of Principal Executive Offices)
55,521 SHARES OF THE COMPANY'S COMMON STOCK
(Full title of the plan)
ROBERT P. DILWORTH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
METRICOM, INC.
980 UNIVERSITY AVENUE
LOS GATOS, CALIFORNIA 95030-2375
(408) 399-8200
(Name, address, including zip codes and telephone number,
including area code of agent for service)
--------------------
Copies to:
KENNETH L. GUERNSEY, ESQ.
COOLEY GODWARD LLP
ONE MARITIME PLAZA, 20TH FLOOR
SAN FRANCISCO, CA 94111-3580
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be to be offering price aggregate registration
registered registered per share(1) offering price(1) fee
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<S> <C> <C> <C> <C>
Common Stock
(par value $.001) 55,521 shares $12.1875 $676,663 $205.05
===================================================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1) of the Securities Act
of 1933, as amended. The price per share and aggregate offering price are
calculated on the basis of the average of the high and low sales price of
Registrant's Common Stock on December 17, 1996 as reported on the Nasdaq
National Market.
Total Number of Pages: 8
Exhibit Index at Page: 5
</TABLE>
<PAGE> 2
PART II
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENTS ON FORM S-8 NOS. 33-47688, 33-63076, 33-63088, 33-81746, 33-95070,
333-09001 AND 333-09005
The contents of the Registration Statements on Form S-8 Nos. 33-47688,
33-63076, 33-63088, 33-81746, 33-95070, 333-09001 and 333-09005 filed with the
Securities and Exchange Commission on May 5, 1992, May 21, 1993, May 21, 1993,
July 20, 1994, July 27, 1995, July 26, 1996 and July 26, 1996, respectively, are
incorporated by reference herein, with those changes set forth below.
ITEM 8. EXHIBITS.
Exhibit No. Description
- ----------- -----------
4.1 Registration Rights Agreement between the Registrant and the
other parties named therein, dated June 23, 1986, as
amended.(1)
4.2 Specimen stock certificate.(1)
4.3 Fifth Amendment to Registration Rights Agreement.(2)
4.4 Sixth Amendment to Registration Rights Agreement.(2)
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to
Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page 3 of this
Registration Statement.
99.1 Form of Stock Bonus Agreement
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(1) Filed as an exhibit to the Form S-1 Registration Statement
(Registration No. 33-46050) on February 28, 1992, and incorporated
herein by reference.
(2) Filed as an exhibit to the Company's Form 10-K for the year ended
December 31, 1993, and incorporated herein by reference.
2.
<PAGE> 3
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Gatos, State of California, on December 17,
1996.
METRICOM, INC.
By /s/ Robert P. Dilworth
----------------------------------------------
Robert P. Dilworth
President and Chief Executive Officer
(Principal executive officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert P. Dilworth and William D. Swain
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert P. Dilworth President, Chief Executive Officer December 17, 1996
- -------------------------------- and Director (Principal Executive
Robert P. Dilworth Officer)
/s/ William D. Swain Chief Financial Officer and Secretary December 17, 1996
- -------------------------------- (Principal Financial and Accounting
William D. Swain Officer)
</TABLE>
3.
<PAGE> 4
/s/ Cornelius C. Bond, Jr. Chairman of the Board December 17, 1996
- ----------------------------
Cornelius C. Bond, Jr.
/s/ Robert S. Cline Director December 17, 1996
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Robert S. Cline
Director December __, 1996
- ----------------------------
Justin L. Jaschke
Director December __, 1996
- ----------------------------
George W. Levert
/s/ Donald Rumsfeld Director December 17, 1996
- ----------------------------
Donald Rumsfeld
- ---------------------------- Director December __, 1996
Robert M. Smelick
/s/ Jerry Yang Director December 17, 1996
- ----------------------------
Jerry Yang
4.
<PAGE> 5
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Registration Rights Agreement between the Registrant and the other
parties named therein, dated June 23, 1986, as amended.(1)
4.2 Specimen stock certificate.(1)
4.3 Fifth Amendment to Registration Rights Agreement.(2)
4.4 Sixth Amendment to Registration Rights Agreement.(2)
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page 3 of this Registration
Statement.
99.1 Form of Stock Bonus Agreement
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(1) Filed as an exhibit to the Form S-1 Registration Statement
(Registration No. 33-46050) on February 28, 1992, and incorporated
herein by reference.
(2) Filed as an exhibit to the Company's Form 10-K for the year ended
December 31, 1993, and incorporated herein by reference.
5.
<PAGE> 1
December 18, 1996
Metricom, Inc.
980 University Avenue
Los Gatos, California 95030-2375
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Metricom, Inc. (the "Company") of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 55,521 shares of the Company's Common
Stock, $.001 par value, (the "Bonus Shares"), pursuant to resolutions of the
Board of Directors awarding shares of the Company's Common Stock to the
Company's employees.
In connection with this opinion, we have examined the Registration Statement,
your Amended and Restated Certificate of Incorporation, as amended, your Bylaws,
as amended and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Bonus Shares, when awarded and issued in accordance with the
resolutions of the Board of Directors and the Registration Statement, will be
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Kenneth L. Guernsey
--------------------------
Kenneth L. Guernsey
6.
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 24, 1996
included in the Company's Form 10-K for the year ended December 31, 1995, as
amended by Form 10-K/A, and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
San Jose, California
December 16, 1996
<PAGE> 1
Exhibit 99.1
STOCK BONUS AGREEMENT
THIS AGREEMENT is made as of the ____ day of _______________, 199__, by
and between METRICOM, INC., a Delaware corporation (the "Company"), and
("Recipient").
WITNESSETH:
WHEREAS, the Company desires to issue, and Recipient desires to
receive, shares of the Company's common stock ("Common Stock"); and
WHEREAS, this issuance is intended as part of a broad-based
compensatory plan or arrangement of the Company to compensate current employees
for past services rendered.
NOW, THEREFORE, IT IS AGREED between the parties as follows:
1. The Company hereby awards to Recipient _________ shares of Common
Stock.
2. If any change is made in the Common Stock (through merger,
consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the receipt of consideration by the
Company), the class and number of shares of Common Stock will be appropriately
adjusted. Such adjustments shall be made by the Board of Directors of the
Company, and such determination shall be final, binding and conclusive. (The
conversion of any convertible securities of the Company shall not be treated as
a "transaction not involving the receipt of consideration by the Company.")
3. Recipient agrees not to make any disposition of any of the shares of
Common Stock until: (a) at that time there is in effect a registration statement
under the Securities Act of 1933 (the "Act") covering the proposed disposition
and the disposition is made in accordance with the registration statement; or
(b) (i) Recipient has notified the Company of the proposed disposition and
furnished the Company with a detailed statement of the circumstances surrounding
the proposed disposition, and (ii) Recipient has given the Company an opinion of
counsel, satisfactory to the Company, to the effect that the disposition of
shares will not require registration under the Act.
4. This Agreement does not constitute an employment contract nor shall
be deemed to create in any way whatsoever any obligation on Recipient's part to
continue in the employ of the Company or any affiliate of the Company, or to
limit the ability of the Company or any affiliate of the Company to terminate
Recipient's employment with the Company or affiliate of the Company at any time,
for any reason or for no reason.
5. This Agreement shall be governed by the laws of the State of
California without resort to that State's conflict-of-laws rules.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
RECIPIENT: METRICOM, INC.
__________________________ By:_________________________________
