SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934(1)
METRICOM, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
591596 10 1
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(CUSIP Number)
With a copy to:
William D. Savoy Alan Koslow
Vulcan Northwest, Inc. Foster Pepper & Shefelman
110 110th Avenue, N.E., Suite 550 1111 Third Ave., Suite 3400
Bellevue, Washington 98004 Seattle, WA 98101
206-453-1940 206-447-4400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Not Applicable
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 591596 10 1 PAGE 2 OF 10 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Vulcan Ventures Incorporated 91-1374788
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Vulcan Ventures Incorporated is a Washington corporation
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7 SOLE VOTING POWER:
1,888,245
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER:
BENEFICIALLY n/a
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING 1,888,245
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER:
n/a
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,888,245
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.6%
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14 TYPE OF REPORTING PERSON*
Vulcan Ventures Incorporated -- CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 3
SCHEDULE 13D
CUSIP No. 591596 10 1 PAGE 3 OF 10 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Paul G. Allen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Paul G. Allen is a U.S. Citizen
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7 SOLE VOTING POWER:
25,000
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER:
BENEFICIALLY n/a
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING 25,000
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER:
n/a
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,913,245
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8%
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14 TYPE OF REPORTING PERSON*
Paul G. Allen -- IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 4
Page 4 of 10 Pages
*** NOTE: THIS AMENDMENT NO. 1 TO SCHEDULE 13D IS BEING ELECTRONICALLY RESTATED
UNDER EXCHANGE ACT RULE 13d-2(c) PURSUANT TO THE ELECTRONIC FILING OF
AMENDMENT NO. 2 ON THE DATE HEREOF. THIS AMENDMENT NO. 1 WAS ORIGINALLY
FILED ON MARCH 8, 1995.
Item 1. Security and Issuer
Title of Class of Equity Securities: Common Stock of Metricom, Inc.
Names and Address of Principal Executive Officers of the Issuer:
Robert Dilworth, Chief Executive Officer
Leroy Nosbaum, Vice President of Sales and Marketing
Gary Green, Chief Operating Officer
William Swain, Chief Financial Officer
Metricom, Inc.
980 University Avenue
Los Gatos, California 95030
Item 2. Identity and Background
Name of Person Filing: Vulcan Ventures Incorporated ("Vulcan Ventures")
State of Organization: Washington
Principal Business: Investments in various companies
Address of Principal
Business: 110-110th Avenue N.E.,
Suite 550
Bellevue, Washington 98004
Address of Principal
Office: 110-110th Avenue N.E.
Suite 550
Bellevue, Washington 98004
(d) Conviction in a Criminal Proceeding (excluding traffic violations
or similar misdemeanors) during the Last Five Years: No
(e) Party in a Civil Proceeding during the last five years and as a
result was or is subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activities subject to federal or state
securities laws or finding any violation with respect to such laws: No
The names, business address, present principal occupation and
citizenship of such executive officer, director or controlling person of Vulcan
Ventures is as follows:
Paul G. Allen (See Page 8 of 10)
William D. Savoy, Vulcan Northwest Inc., 110-110th Avenue, N.E., Suite
550, Bellevue, Washington 98004. Mr. Savoy is Vice President and Director of
Vulcan Ventures and Vice President of Vulcan Northwest Inc. Citizenship is U.S.
<PAGE> 5
Page 5 of 10 Pages
Bert E. Kolde, Paul Allen Group, 110 - 110th Avenue N.E., Suite 530,
Bellevue, Washington 98004. Principal occupation is associate of the Paul Allen
Group and Vice President, Secretary, Treasurer and Director of Vulcan Ventures.
Citizenship is U.S.
To the best knowledge of Vulcan Ventures, during the last five years
none of these people has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The sole source of the funds for the purchase of the 408,333 shares of
common stock of the Issuer pursuant to Vulcan Venture's warrant is working
capital of the reporting person. The amount of funds used in making the purchase
is $8,166,660.
Regarding Paul G. Allen (See Page 8 of 10)
Item 4. Purpose of Transaction
The purpose of the acquisition of securities of the Issuer is for
investment purposes. Vulcan Ventures may purchase additional shares of common
stock of Metricom, Inc. from time to time. Any decision to make such additional
purchase will depend, however, on various factors, including, without
limitation, the price of the common stock, stock market conditions and the
business prospects of Metricom, Inc.
Vulcan Ventures has the right to designate one director of Metricom,
Inc.'s (the "Issuer") Board of Directors as long as Vulcan Ventures (together
with its affiliates) holds not fewer than 933,334 shares (as presently
constituted, subject to adjustment for stock splits, stock dividends and similar
events) (the Minimum Amount") of common stock of Metricom, Inc. The director
designated by Vulcan Ventures is subject to the approval of the Issuer's Board
of Directors, but such approval shall not be unreasonably withheld.
This right to designate a director is not assignable by Vulcan
Ventures.
Except as set forth herein, Vulcan Ventures does not have any plans or
proposals that relate to or would result in any of the matters specified in
Item 4.
Item 5. Interest in Securities of the Issuer
(a) Aggregate Number of Shares of Common Stock of Metricom, Inc.
Beneficially Owned: 1,888,245.
Percentage of Common Stock of Metricom, Inc. Owned (based on
12,963,459 shares outstanding of common stock as of November
10, 1994): 14.6%
(b) Sole Voting Power 1,888,245
Sole of Dispositive Power: 1,888,245
Shared Voting Power -0-
Shared Dispositive Power: -0-
(c) No transactions in the class of securities reported on were
effected the past sixty days.
(d) Not applicable
(e) Not applicable
<PAGE> 6
Page 6 of 10 Pages
To the best knowledge of Vulcan Ventures, its directors, executive
officers and controlling persons beneficially own the following shares of the
Issuer:
Paul G. Allen, Director, President and sole shareholder of Vulcan
Ventures - 1,913,245 shares (which includes the 1,888,245 shares owned by Vulcan
Ventures).
William D. Savoy, Director and Vice President of Vulcan Ventures, and
Bert E. Kolde, Director and Vice President of Vulcan Ventures, do not own any
shares of Metricom, Inc.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of Issuer
All of these contracts, arrangements and understandings with respect to the
securities of the Issuer are in the Purchase Agreement previously filed as an
exhibit and summarized below.
As long as Vulcan Ventures holds the Minimum Amount, upon the issuance
by the Issuer of any securities having the right to vote in the election of
directors (or options, warrants or other derivative securities upon conversion
or exercise having such rights) ("Voting Securities") Vulcan Ventures has the
right to purchase such portion of the securities being issued in an amount that
will enable Vulcan Ventures to hold the same percentage of the Issuer's
outstanding Voting Securities after the issuance of such securities as it held
before the issuance of such securities.
Vulcan Ventures has agreed with the Issuer not to offer, sell, transfer
or otherwise dispose of, except for a bona fide pledge, any of the 1,575,000
shares of common stock of the Issuer (which includes 408,333 shares of common
stock of the Issuer acquired under exercise of the warrants) pursuant to the
Purchase Agreement ("Purchase Agreement") dated October 2, 1993 between the
Issuer and Vulcan Ventures, prior to October 3, 1995 without the prior written
consent of the Issuer.
Subject to the preemptive rights described in the second preceding
paragraph, from October 3, 1993 to October 3, 1996, Vulcan Ventures agreed that
it and its affiliates and associates (as such terms are defined in Rule 12b-2 of
the Securities Exchange Act of 1934) will not, directly, or indirectly, unless
specifically requested by the Issuer's Board of Directors: (i) acquire any of
the Issuer's business, assets or its securities, (ii) seek or propose to control
the Issuer's management or its policies or enter into any discussions,
negotiations or arrangements with any third party with respect to any of the
foregoing. Notwithstanding the foregoing, Vulcan Ventures may acquire ownership
of the Issuer's securities such that Vulcan Ventures would own, directly or
indirectly, not more than 25% of the Issuer's then outstanding Voting
Securities. The restrictions in this paragraph shall cease if any person or
group makes a bona fide offer to purchase more than 50% of the Issuer's then
outstanding Voting Securities. Notwithstanding any of the foregoing
restrictions, if any person or group has acquired, directly or indirectly, more
than 25% of the Issuer's then outstanding Voting Securities, Vulcan Ventures may
acquire an amount of additional Voting securities that when added to the Voting
Securities then owned by Vulcan Ventures would not exceed the percentage of
Voting Securities owned by such other person or group.
The Issuer has agreed with Vulcan Ventures to file with the Securities
and Exchange Commission a Registration Statement on Form S-3 available for sale
of the 1,575,000 shares of common stock. Vulcan Ventures agreed with the Issuer
that it will not effect any sale of the shares (including the shares acquired
upon exercise of the warrants) acquired under the Purchase Agreement, except as
contemplated therein.
Vulcan Ventures agreed not to sell or otherwise transfer any shares of
common stock or other securities during the 180 day period following the
effective date of a registration statement of the Issuer filed under the
Securities Act of 1933 if requested by the Issuer and underwriter thereof
provided that: (i) all officers and directors enter into similar agreements and
(ii) such 180 day period may be waived or reduced by the underwriter of such
offering.
The foregoing rights of Vulcan Ventures set forth in this Item 6 are
not assignable.
<PAGE> 7
Page 7 of 10 Pages
Except as set forth above, neither Vulcan Ventures nor any of the
executive officers, directors or controlling persons of Vulcan Ventures, has any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Issuer, finder's fees,
joint ventures, loan or option agreements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Other than the Stock Purchase Agreement between Metricom, Inc. as
"Seller" and Vulcan Ventures Incorporated as "Purchaser" dated October 3, 1993,
which was previously filed as an exhibit, there are no additional exhibits.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
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(Date) (Signature)
Paul G. Allen, President
-----------------------------
(Name/Title)
<PAGE> 8
Page 8 of 10 Pages
Item 1. Security and Issuer
Title of Class of Equity Securities: Common Stock of Metricom, Inc.
Name and Address of Principal Executive Officers of the Issuer:
Robert Dilworth, Chief Executive Officer
Leroy Nosbaum, Vice President of Sales and Marketing
Gary Green, Chief Operating Officer
William Swain, Chief Financial Officer
Metricom, Inc.
980 University Avenue
Los Gatos, California 95030
Item 2. Identity and Background
(a) Name of Person Filing: Paul G. Allen, President and sole
shareholder of Vulcan Ventures
Incorporated
(b) Business Address: 110-110th Avenue N.E.
Suite 550
Bellevue, Washington 98004
(c) Principal Occupation and the Name of Principal Business and
Address of any corporation in which such employment is conducted:
Chairman
Asymetrix Corporation
110 - 110th Ave. N.E., Suite 717
Bellevue, WA 98004
(d) Conviction of a Criminal Proceeding (excluding traffic
violations or similar misdemeanors) during the last five years: No
(e) Party in a Civil Proceeding during the last five years and as
a result was or is subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activities subject to federal or state
securities laws or finding any violation with respect to such laws: No
(f) Citizenship: U.S.
Item 3. Source and Amount of Funds or Other Consideration
The sole source of the funds for the purchase of the 408,333 shares of
common stock of the Issuer pursuant to Vulcan Ventures' warrant is working
capital of Vulcan Ventures. The amount of funds used in making the purchase is
$8,166,660.
Item 4. Purpose of Transaction
The purpose of the acquisition of securities of the issuer is for
investment purposes. Paul G. Allen may purchase additional shares of common
stock of Metricom, Inc. from time to time. Any decision to make such additional
purchase will depend, however, on various factors, including, without
limitation, the price of the common stock, stock market conditions and the
business prospects of Metricom, Inc.
<PAGE> 9
Page 9 of 10 Pages
Item 5. Interest in Securities of the Issuer
(a) Aggregate Number of Shares of Common Stock of Metricom, Inc.
Beneficially Owned: 1,913,245. This amount includes: (i)
1,888,245 shares directly owned by Vulcan Ventures and (ii)
25,000 shares directly owned by Paul G. Allen.
Percentage of Common Stock of Metricom, Inc. Owned (based on
12,963,459 shares outstanding of common stock as of November
10, 1994): 14.8%
(b) Sole voting Power 25,000
Sole Dispositive Power: 25,000
Shared Voting Power -0-
Shared Dispositive Power: -0-
(c) No transactions in the class of securities reported on were
effected during the past sixty days.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
See a description of the contracts, arrangements, understandings or
relationships with respect to securities of the Issuer between Vulcan Ventures
and the Issuer under Item 6 of this Schedule regarding Vulcan Ventures (page 6
of 10). There are no other contracts, arrangements, understandings or
relationships with respect to the securities of the Issuer regarding Paul G.
Allen.
Item 7. Material to be Filed as Exhibits.
Other than the Stock Purchase Agreement between Metricom, Inc. as
"Seller" and Vulcan Ventures Incorporated as "Purchaser" dated October 3, 1993,
which was previously filed as an exhibit, there are no additional exhibits.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 8, 1995 /s/ Paul G. Allen
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(Date) (Signature)
Paul G. Allen, President
-----------------------------
(Name)
<PAGE> 10
Page 10 of 10 Pages
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequential
Exhibit Page Number
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<S> <C>
Stock Purchase Agreement between Metricom, Inc. and Vulcan Ventures Incorporated *
dated October 3, 1993
</TABLE>
*Previously filed.
