-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vr+G/M8wmF5I6z8q+b4p92ns8ImZ5JnqxVEWpb0LGD6z0O0diGYPEllJUZWVN0ri YhEwudTg9h9NNWtlzkHx+A== 0000891618-96-003124.txt : 19961223 0000891618-96-003124.hdr.sgml : 19961223 ACCESSION NUMBER: 0000891618-96-003124 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961220 EFFECTIVENESS DATE: 19961220 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: METRICOM INC / DE CENTRAL INDEX KEY: 0000884318 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 770294597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-18319 FILM NUMBER: 96683560 BUSINESS ADDRESS: STREET 1: 980 UNIVERSITY AVENUE CITY: LOS GRATOS STATE: CA ZIP: 95030 BUSINESS PHONE: 4083998200 MAIL ADDRESS: STREET 1: 980 UNIVERSITY AVE CITY: LOS GATOS STATE: CA ZIP: 95030 S-8 1 FORM S-8 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 ------------------ METRICOM, INC. (Exact name of registrant as specified in its charter) ------------------- DELAWARE 77-0294597 (State of incorporation) (I.R.S. Employer Identification No.) ------------------- 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
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 - ----------------------------------------------------------------------------------------------------------------------------------- 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
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 - -------------------------------------------------------------------------------- (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. 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.
Signature Title Date --------- ----- ---- /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)
3. 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 - ---------------------------- 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. 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 - -------------------------------------------------------------------------------- (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. EX-5.1 2 OPINION OF COOLEY GODWARD LLP 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. EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP 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 EX-99.1 4 FORM OF STOCK BONUS AGREEMENT 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:_________________________________ -----END PRIVACY-ENHANCED MESSAGE-----