RACOM SYSTEMS INC
8-K/A, 1998-03-04
SEMICONDUCTORS & RELATED DEVICES
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                              -------------------
                                  FORM 8-K/A
                                       
                                CURRENT REPORT
                    PURSUANT TO SECTION 13 or 15(d) OF THE
                            SECURITIES ACT OF 1934
                                       
        Date of Report (Date of earliest event reported): March 3, 1998
                               ----------------
                                       
                                       
                              RACOM SYSTEMS, INC.
            (Exact name of registrant as specified in its charter)
                                       
                                   Delaware
       (State of or other jurisdiction of incorporation or organization)
                                       
                                   000-21907
                           (Commission File Number)
                                       
                                  84-1182875
                       (IRS Employer Identification No.)
                                       
            6080 Greenwood Plaza Blvd., Greenwood Village, CO 80111
  (Address, including zip code, of registrant's principal executive offices)
                                       
                                 303-771-2077
             (Registrant's telephone number, including area code)

ITEM 5  - OTHER EVENTS:

On February 2, 1998, Racom Systems, Inc. ("Racom") announced an agreement in 
conjunction with Ramtron International Corporation ("Ramtron") granting 
Hitachi Ltd. ("Hitachi") a worldwide, non-exclusive license to design, 
manufacture and sell smart card products based on Racom's contactless, 
ferroelectric smart card technology, and Ramtron's proprietary ferroelectric 
random access memory ("FRAM-Registered Trademark-") technology.  In addition 
to these license rights, Racom granted Hitachi option rights, for a 
predetermined option fee, to Racom's RF/ID Technology, as defined in the 
agreement, for a period up to December 31, 1999. As consideration for the 
rights granted under the agreement, Hitachi will pay certain license fees and 
royalties to Racom at a certain rate as defined in the agreement.  As 
additional consideration for the rights granted under the agreement, Hitachi 
will provide engineering services for development of Racom's RF/ID Products, 
as defined in the contract, and Ramtron and Racom have a certain defined 
percentage call (subject to a maximum quantity) on Hitachi's production 
capacity of RF/ID Products.  The agreement remains effective until expiration 
of the last of Racom's and Ramtron's patents.

<PAGE>

ITEM 6 - Exhibits

(a.) Exhibits:

     Exhibit No.        Title
     -----------      ---------
     10.17          Amendment No. 3
                    RF/ID Products to High-Density FRAM Cooperation Agreement
                    between Racom Systems, Inc., Ramtron International
                    Corporation and Hitachi, Ltd.

(1)  Certain portions of the Exhibit 10.17 have been omitted upon a request for
  confidentiality treatment.

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.

                             RACOM SYSTEMS, INC.


                             By: /s/ Lillian V. Burkey
                                ------------------------------
                                Lillian V. Burkey
                                Controller


                             By: /s/ Richard L. Horton
                                ------------------------------
                                Richard L. Horton
                                President and CEO

Date: March 3, 1998



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