8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 2001

Metricom, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 0-19903
(Commission File Number) 77-0294597
(IRS Employer
Identification No.)

333 West Julian Street
San Jose, California 95110
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 282-3000

TABLE OF CONTENTS

	Item 3. Bankruptcy or Receivership.
	Item 5. Other Events.
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
EXHIBIT INDEX
Press Release Dated 07/02/2001
Press Release Dated 06/26/2001

Item 3. Bankruptcy or Receivership.

      On July 2, 2001, Metricom, Inc. filed a voluntary petition for reorganization under Chapter 11 of the United States Code with the United States Bankruptcy Court for the Northern District of California in San Jose, California (case no. 01-53291-ASW).

      Metricom continues to manage and operate its business as a debtor-in-possession while being subject to the supervision and orders of the Bankruptcy Court. On July 2, 2001, Metricom, Inc. issued a press release relating to the foregoing. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5. Other Events.

      On June 26, 2001, Metricom, Inc. announced staff reductions of approximately 23 percent. The press release announcing the staff reductions is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

      (c) Exhibits.

Exhibit No.	Description
99.1	Press Release of Metricom, Inc, dated July 2, 2001.
99.2	Press Release of Metricom, Inc., dated June 26, 2001.

2

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.

	METRICOM, INC.
Date: July 2, 2001	By:	/s/ Dale W. Marquart
		Dale W. Marquart Vice President and General Counsel

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Metricom, Inc, dated July 2, 2001.
99.2	Press Release of Metricom, Inc., dated June 26, 2001.

EX-99.1 2 f73911ex99-1.txt PRESS RELEASE DATED 07/02/2001 1 EXHIBIT 99.1 PRESS CONTACT: INVESTOR CONTACT: Nicole Russell Ian Bailey FitzGerald Communications FitzGerald Communications 415-336 7532 646-279 7439 nrussell@fitzgerald.com ibailey@fitzgerald.com Metricom Files for Chapter 11 Protection Wireless Data Service to Continue San Jose, CA., July 2, 2001- Metricom (Nasdaq: MCOM), a high-speed wireless data services company, today announced that it has filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court in San Jose, California. Under the protection of Chapter 11, the Company will seek to restructure its operations and debt obligations while maintaining the operation of its wireless network and continuing to provide services and access to its many resellers, channel partners, and direct customers in the 15 metropolitan markets that it currently serves. Metricom is working with its resellers and channel partners to maintain network access services for their end user subscribers. Commenting on the announcement, Interim CEO Ralph C. Derrickson said, "As a result of the depressed state of the capital markets, we have been unable to raise necessary additional capital. Consequently, management and the Board of Directors decided this action would be in the best interests of all of Metricom's stakeholders. Although there are certainly many challenges ahead, we believe that the prospects for our outstanding technology remain strong. We will continue to work hard to preserve the value inherent in our technology, while evaluating the options before us." - more - 2 Metricom Files for Chapter 11 The petition allows Metricom to continue its operations and to explore financial alternatives, while working with its creditors to restructure its debt obligations. The law firm of Murphy Sheneman Julian & Rogers has been engaged as reorganization counsel for Metricom. The Company and its Board of Directors also announced the appointment of Kevin I. Dowd as chief restructuring officer, a newly created position. Mr. Dowd, a corporate turnaround specialist who has been serving as an outside advisor to Metricom for the last several weeks, will be overseeing the Company's restructuring efforts, as well as working with the Company to evaluate options for financing the Company's continuing operations, as well as other strategic alternatives. "It is clear to me that Metricom's wireless Internet access product is viable and that its Ricochet service offering provides the fastest mobile wireless communications solution on the market today," said Mr. Dowd. "The Company believes that today's filing is the best means to preserve these assets moving forward." Mr. Dowd is a Principal of Nightingale & Associates, LLC with more than 25 years of U.S. and international sales, marketing, operations, administrative and general management experience. In addition to having held a variety of operating management positions in the communications, office products, computer, consumer banking and investment banking industries, he has served as interim president and chief executive officer for more than 28 companies, including an $800 million microelectronics distributor, $350 million financial services conglomerate, and a major international shipping concern. - more - 3 Metricom Files For Chapter 11 ABOUT NIGHTINGALE & ASSOCIATES, LLC Founded in 1975 and based in Stamford, Conn., Nightingale & Associates, LLC helps clients implement its recommendations on turnaround and profit-improvement projects. The Company has a strong record of performance in implementing divestiture and asset-recovery assignments. Many of the engagements it works on are large and complex requiring a variety of management and specialized disciplines. ABOUT METRICOM Metricom, Inc. is a high-speed wireless data Company. With its high-speed Ricochet mobile access, Metricom is making "information anytime" possible-at home, at the office, on the road, and on many devices. Founded in 1985, Metricom has spent more than 15 years on the development of its distinctive MicroCellular Data Network (MCDN) technology. That experience has enabled Metricom to develop the fastest wireless mobile data networking and technology commercially available today. Ricochet has been operating since 1995 at speeds up to 28.8 kbps. The new Ricochet, delivering user speeds of 128 kbps, is currently available in thirteen markets and is connected to two other service areas (Seattle and Washington DC) to increase coverage for mobile professionals. Metricom, MCDN, and Ricochet are registered trademarks of Metricom, Inc. All other trademarks are the property of their respective owners. Statements made in this press release that are not historical facts, including those related to future market conditions, the Company's ability to obtain additional funding, continue its operations beyond August 2001, successfully restructure its debt obligations, or successfully emerge from the Chapter 11 proceeding, whether its channel partners and resellers will continue to provide access services to their end user subscribers, the ability of the Company to continue to maintain its operations during the reorganization process, future competitors, future partners, future products, future viability, market rollouts and future technology, are forward looking and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties, which may cause results to differ materially from those set forth in these statements. Among other things, additional competition from existing and future competitors may impact the market. Projections of market size, partners, market acceptance, technological rollout and competition are estimated based on preliminary information as well as certain assumptions which management believes to be reasonable at this time. All forward-looking statements are subject to the successful completion of the actions described in this press release. In addition to the factors set forth elsewhere in this press release, the economic, competitive, governmental, technological and other factors identified in Metricom's filings with the Securities and Exchange Commission, including risks related to the Company's ability to raise additional funding, could affect the forward looking statements contained in this press release. EX-99.2 3 f73911ex99-2.txt PRESS RELEASE DATED 06/26/2001 1 EXHIBIT 99.2 PRESS CONTACT: INVESTOR CONTACT: Nicole Russell Ian Bailey FitzGerald Communications FitzGerald Communications 415-336 7532 646-279 7439 nrussell@fitzgerald.com ibailey@fitzgerald.com Metricom Announces Staff Reductions San Jose, CA., June 26, 2001- Metricom Inc. (Nasdaq: MCOM), a leading high-speed wireless data services company, today announced staff reductions of approximately 23 percent. "The continued focus on marketing and operating in our existing 15 markets, coupled with a strategic shift away from rapid widespread deployment, has significantly changed our staffing needs," said Ralph C. Derrickson, interim CEO. "Further, our critical need to conserve cash to continue our operations beyond August has led to this reduction in force. The Board of Directors and management team would like to thank these employees for their valuable contributions at Metricom." Following today's reduction in headcount, the company will have 451 employees worldwide. The company continues to strive to maintain the technology and services prized by Metricom's partners and Ricochet users and to deliver enhancements to its core technology, which provides the fastest, most flexible communications solution on the market today. "These steps reflect in part the changed dynamics in the capital markets," continued Derrickson. "We have a responsibility to our employees, partners, and investors and recognize the need to manage expenses aggressively. We continue to investigate our strategic options to support the company's future plans." 2 ABOUT METRICOM Metricom, Inc. is a leading high-speed wireless data company. With its high-speed Ricochet mobile access, Metricom is making "information anytime" possible-at home, at the office, on the road, and on many devices. Founded in 1985, Metricom has spent more than 15 years on the development of its distinctive MicroCellular Data Network (MCDN) technology. That experience has enabled Metricom to develop the fastest wireless mobile data networking and technology available today. Ricochet has been operating since 1995 at speeds up to 28.8 kbps. The new Ricochet, delivering user speeds of 128 kbps, is currently available in thirteen markets and is connected to two 28.8 kbps service areas (Seattle and Washington DC) to increase coverage for mobile professionals. Metricom, MCDN, and Ricochet are registered trademarks of Metricom, Inc. All other trademarks are the property of their respective owners. Statements made in this press release that are not historical facts, including those related to future market conditions, the company's ability to obtain additional funding or continue its operations beyond August 2001, future competitors, future partners, future products, future viability, market rollouts and future technology, are forward looking and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties, which may cause results to differ materially from those set forth in these statements. Among other things, additional competition from existing and future competitors may impact the market. Projections of market size, partners, market acceptance, technological rollout and competition are estimated based on preliminary information as well as certain assumptions which management believes to be reasonable at this time. All forward-looking statements are subject to the successful completion of the actions described in this press release. In addition to the factors set forth elsewhere in this press release, the economic, competitive, governmental, technological and other factors identified in Metricom's filings with the Securities and Exchange Commission could affect the forward looking statements contained in this press release. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

   1
                                                                    EXHIBIT 99.1

PRESS CONTACT:                                         INVESTOR CONTACT:
Nicole Russell                                         Ian Bailey
FitzGerald Communications                              FitzGerald Communications
415-336 7532                                           646-279 7439
nrussell@fitzgerald.com                                ibailey@fitzgerald.com



                    Metricom Files for Chapter 11 Protection
                        Wireless Data Service to Continue


San Jose, CA., July 2, 2001- Metricom (Nasdaq: MCOM), a high-speed wireless data
services company, today announced that it has filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court in San Jose, California. Under the protection of Chapter 11,
the Company will seek to restructure its operations and debt obligations while
maintaining the operation of its wireless network and continuing to provide
services and access to its many resellers, channel partners, and direct
customers in the 15 metropolitan markets that it currently serves. Metricom is
working with its resellers and channel partners to maintain network access
services for their end user subscribers.


Commenting on the announcement, Interim CEO Ralph C. Derrickson said, "As a
result of the depressed state of the capital markets, we have been unable to
raise necessary additional capital. Consequently, management and the Board of
Directors decided this action would be in the best interests of all of
Metricom's stakeholders. Although there are certainly many challenges ahead, we
believe that the prospects for our outstanding technology remain strong. We will
continue to work hard to preserve the value inherent in our technology, while
evaluating the options before us."

                                    - more -



   2
        Metricom Files for Chapter 11

The petition allows Metricom to continue its operations and to explore financial
alternatives, while working with its creditors to restructure its debt
obligations. The law firm of Murphy Sheneman Julian & Rogers has been engaged as
reorganization counsel for Metricom.

The Company and its Board of Directors also announced the appointment of Kevin
I. Dowd as chief restructuring officer, a newly created position. Mr. Dowd, a
corporate turnaround specialist who has been serving as an outside advisor to
Metricom for the last several weeks, will be overseeing the Company's
restructuring efforts, as well as working with the Company to evaluate options
for financing the Company's continuing operations, as well as other strategic
alternatives.

"It is clear to me that Metricom's wireless Internet access product is viable
and that its Ricochet service offering provides the fastest mobile wireless
communications solution on the market today," said Mr. Dowd. "The Company
believes that today's filing is the best means to preserve these assets moving
forward."

Mr. Dowd is a Principal of Nightingale & Associates, LLC with more than 25 years
of U.S. and international sales, marketing, operations, administrative and
general management experience. In addition to having held a variety of operating
management positions in the communications, office products, computer, consumer
banking and investment banking industries, he has served as interim president
and chief executive officer for more than 28 companies, including an $800
million microelectronics distributor, $350 million financial services
conglomerate, and a major international shipping concern.



                                    - more -



   3
        Metricom Files For Chapter 11

        ABOUT NIGHTINGALE & ASSOCIATES, LLC

Founded in 1975 and based in Stamford, Conn., Nightingale & Associates, LLC
helps clients implement its recommendations on turnaround and profit-improvement
projects. The Company has a strong record of performance in implementing
divestiture and asset-recovery assignments. Many of the engagements it works on
are large and complex requiring a variety of management and specialized
disciplines.

ABOUT METRICOM
Metricom, Inc. is a high-speed wireless data Company. With its high-speed
Ricochet mobile access, Metricom is making "information anytime" possible-at
home, at the office, on the road, and on many devices. Founded in 1985, Metricom
has spent more than 15 years on the development of its distinctive MicroCellular
Data Network (MCDN) technology. That experience has enabled Metricom to develop
the fastest wireless mobile data networking and technology commercially
available today. Ricochet has been operating since 1995 at speeds up to 28.8
kbps. The new Ricochet, delivering user speeds of 128 kbps, is currently
available in thirteen markets and is connected to two other service areas
(Seattle and Washington DC) to increase coverage for mobile professionals.

Metricom, MCDN, and Ricochet are registered trademarks of Metricom, Inc. All
other trademarks are the property of their respective owners.

Statements made in this press release that are not historical facts, including
those related to future market conditions, the Company's ability to obtain
additional funding, continue its operations beyond August 2001, successfully
restructure its debt obligations, or successfully emerge from the Chapter 11
proceeding, whether its channel partners and resellers will continue to provide
access services to their end user subscribers, the ability of the Company to
continue to maintain its operations during the reorganization process, future
competitors, future partners, future products, future viability, market rollouts
and future technology, are forward looking and are made pursuant to the safe
harbor provisions of the Securities Litigation Reform Act of 1995. Such
statements involve risks and uncertainties, which may cause results to differ
materially from those set forth in these statements. Among other things,
additional competition from existing and future competitors may impact the
market. Projections of market size, partners, market acceptance, technological
rollout and competition are estimated based on preliminary information as well
as certain assumptions which management believes to be reasonable at this time.
All forward-looking statements are subject to the successful completion of the
actions described in this press release. In addition to the factors set forth
elsewhere in this press release, the economic, competitive, governmental,
technological and other factors identified in Metricom's filings with the
Securities and Exchange Commission, including risks related to the Company's
ability to raise additional funding, could affect the forward looking statements
contained in this press release.

EX-99.2

   1
                                                                    EXHIBIT 99.2


PRESS CONTACT:                                       INVESTOR CONTACT:
Nicole Russell                                       Ian Bailey
FitzGerald Communications                            FitzGerald Communications
415-336 7532                                         646-279 7439
nrussell@fitzgerald.com                              ibailey@fitzgerald.com



                       Metricom Announces Staff Reductions


San Jose, CA., June 26, 2001- Metricom Inc. (Nasdaq: MCOM), a leading high-speed
wireless data services company, today announced staff reductions of
approximately 23 percent.

"The continued focus on marketing and operating in our existing 15 markets,
coupled with a strategic shift away from rapid widespread deployment, has
significantly changed our staffing needs," said Ralph C. Derrickson, interim
CEO. "Further, our critical need to conserve cash to continue our operations
beyond August has led to this reduction in force. The Board of Directors and
management team would like to thank these employees for their valuable
contributions at Metricom."

Following today's reduction in headcount, the company will have 451 employees
worldwide. The company continues to strive to maintain the technology and
services prized by Metricom's partners and Ricochet users and to deliver
enhancements to its core technology, which provides the fastest, most flexible
communications solution on the market today.

"These steps reflect in part the changed dynamics in the capital markets,"
continued Derrickson. "We have a responsibility to our employees, partners, and
investors and recognize the need to manage expenses aggressively. We continue to
investigate our strategic options to support the company's future plans."





   2

ABOUT METRICOM
Metricom, Inc. is a leading high-speed wireless data company. With its
high-speed Ricochet mobile access, Metricom is making "information anytime"
possible-at home, at the office, on the road, and on many devices. Founded in
1985, Metricom has spent more than 15 years on the development of its
distinctive MicroCellular Data Network (MCDN) technology. That experience has
enabled Metricom to develop the fastest wireless mobile data networking and
technology available today. Ricochet has been operating since 1995 at speeds up
to 28.8 kbps. The new Ricochet, delivering user speeds of 128 kbps, is currently
available in thirteen markets and is connected to two 28.8 kbps service areas
(Seattle and Washington DC) to increase coverage for mobile professionals.

Metricom, MCDN, and Ricochet are registered trademarks of Metricom, Inc. All
other trademarks are the property of their respective owners.

Statements made in this press release that are not historical facts, including
those related to future market conditions, the company's ability to obtain
additional funding or continue its operations beyond August 2001, future
competitors, future partners, future products, future viability, market rollouts
and future technology, are forward looking and are made pursuant to the safe
harbor provisions of the Securities Litigation Reform Act of 1995. Such
statements involve risks and uncertainties, which may cause results to differ
materially from those set forth in these statements. Among other things,
additional competition from existing and future competitors may impact the
market. Projections of market size, partners, market acceptance, technological
rollout and competition are estimated based on preliminary information as well
as certain assumptions which management believes to be reasonable at this time.
All forward-looking statements are subject to the successful completion of the
actions described in this press release. In addition to the factors set forth
elsewhere in this press release, the economic, competitive, governmental,
technological and other factors identified in Metricom's filings with the
Securities and Exchange Commission could affect the forward looking statements
contained in this press release.