-----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, Ml+M3KTtoOmmN1hpsUWNvalvKtn3RoF8pccwIVJh/Ntx46ZUc3A99MFo1M83RIBt xMu6nwKxVU8sZDwNGhjQqg== /in/edgar/work/20000828/0000950149-00-001932/0000950149-00-001932.txt : 20000922 0000950149-00-001932.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950149-00-001932 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000828 EFFECTIVENESS DATE: 20000828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METRICOM INC / DE CENTRAL INDEX KEY: 0000884318 STANDARD INDUSTRIAL CLASSIFICATION: [3663 ] IRS NUMBER: 770294597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44656 FILM NUMBER: 711237 BUSINESS ADDRESS: STREET 1: 980 UNIVERSITY AVE 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 s-8.txt REGISTRATION STATEMENT ON FORM S-8 1 As filed with the Securities and Exchange Commission on August 28, 2000 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 (Address of principal executive offices) 1997 EQUITY INCENTIVE PLAN 1991 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plans) TIMOTHY A. DREISBACH PRESIDENT AND CHIEF EXECUTIVE OFFICER METRICOM, INC. 333 WEST JULIAN STREET SAN JOSE, CALIFORNIA 95110 (408) 252-3000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------------- Copies to: KENNETH L. GUERNSEY, ESQ. CYDNEY S. POSNER, ESQ. COOLEY GODWARD LLP ONE MARITIME PLAZA, 20TH FLOOR SAN FRANCISCO, CA 94111 (415) 693-2000 ----------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------------- Shares of Common Stock, 1,671,715 $34.1713(1)(a) $57,124,675 $15,080.91 par value $.001 per share, subject to outstanding options granted under the 1997 Equity Incentive Plan ================================================================================================================================== Shares of Common Stock, 1,328,285 $34.28125(1)(b) $45,535,270 $12,021.31 par value $.001 per share, reserved for future grant under the 1997 Equity Incentive Plan ================================================================================================================================== Shares of Common Stock, 300,000 $34.28125(1)(b) $10,284,375 $2,715.08 par value $.001 per share, reserved for future issuance under the 1991 Employee Stock Purchase Plan ================================================================================================================================== Totals 3,300,000 $34.1713-$34.28125 $112,944,320 $29,817.30 ==================================================================================================================================
(1) (1) Estimated solely for the purpose of calculating the amount of the registration fee. The offering price per share and aggregate offering price are based upon (a) the weighted average exercise price, for shares subject to options previously granted under the Metricom, Inc. ("Registrant" or "Company") 1997 Equity Incentive Plan (pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Act")) and (b) the average of the high and low prices of the Company's Common Stock as reported on the Nasdaq National Market on _________, 2000 for shares available for future grant pursuant to the 1997 Equity Incentive Plan and shares available for future issuance pursuant to the 1991 Employee Stock Purchase Plan (pursuant to Rule 457(c) under the Act). ================================================================================ Page 1 of 7 Pages Exhibit Index at Page 5 2 INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8 NOS. 33-47688, 33-63088, 33-81746, 33-95070, 333-32211, 333-09001, 333-62557 AND 333-32728 The contents of Registration Statements on Form S-8 Nos. 33-47688, 33-63088, 33-81746, 33-95070, 333-32211, 333-09001, 333-62557 and 333-32728 filed with the Securities and Exchange Commission on May 5, 1992, May 21, 1993, July 20, 1994, July 27, 1995, July 26, 1996, July 28, 1997, August 31, 1998 and March 17, 2000, respectively, are incorporated by reference herein. EXHIBITS
EXHIBIT NUMBER - ------ 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement. 24.1 Power of Attorney is contained on the signature pages.
2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 August 25, 2000. METRICOM, INC. By: /s/ James E. Wall ------------------------------------- James E. Wall Title: Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy A. Dreisbach and James E. Wall, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her 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 or she 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 or her 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/ Timothy A. Dreisbach President, Chief Executive Officer August 25, 2000 - -------------------------------------------- and Director (Principal Executive (Timothy A. Dreisbach) Officer) /s/ James E. Wall Chief Financial Officer (Principal August 25, 2000 - -------------------------------------------- Financial and Accounting Officer) (James E. Wall)
3 4 - -------------------------------------------- Director _________, 2000 (Bram Johnson) /s/ Ralph Derrickson Director August 23, 2000 - -------------------------------------------- (Ralph Derrickson) /s/ Robert P. Dilworth Director August 25, 2000 - -------------------------------------------- (Robert P. Dilworth) /s/ Justin L. Jaschke Director August 25, 2000 - -------------------------------------------- (Justin L. Jaschke) /s/ David M. Moore Director August 25, 2000 - -------------------------------------------- (David M. Moore) /s/ William D. Savoy Director August 25, 2000 - -------------------------------------------- (William D. Savoy)
4 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement. 24.1 Power of Attorney is contained on the signature pages.
5 EX-5.1 2 ex5-1.txt CONSENT OF COOLEY GODWARD LLP 1 EXHIBIT 5.1 August 25, 2000 Metricom, Inc. 333 West Julian Street San Jose, CA 95110 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 an aggregate of 3,300,000 shares of the Company's Common Stock, $.001 par value per share, (the "Shares") pursuant to its 1997 Equity Incentive Plan (the "Incentive Plan") and 1991 Employee Stock Purchase Plan (the "Purchase Plan") (the Incentive Plan and Purchase Plan being hereinafter collectively referred to as the "Plans"). In connection with this opinion, we have examined the Registration Statement and related Prospectuses, your Certificate of Incorporation and By-laws, as amended and restated, 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 Shares, when sold and issued in accordance with the Plans, the Registration Statement and related Prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). 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 EX-23.1 3 ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 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 February 3, 2000 included in Metricom, Inc.'s Form 10-K for the year ended December 31, 1999, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP San Jose, California August 23, 2000 -----END PRIVACY-ENHANCED MESSAGE-----