0000950149-01-501547.txt : 20011026
0000950149-01-501547.hdr.sgml : 20011026
ACCESSION NUMBER: 0000950149-01-501547
CONFORMED SUBMISSION TYPE: RW
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011022
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: RW
SEC ACT:
SEC FILE NUMBER: 333-44648
FILM NUMBER: 1763579
BUSINESS ADDRESS:
STREET 1: 333 WEST JULIAN ST.
CITY: SAN JOSE
STATE: CA
ZIP: 95110-2335
BUSINESS PHONE: 4082828000
MAIL ADDRESS:
STREET 1: 333 WEST JULIAN ST.
CITY: SAN JOSE
STATE: CA
ZIP: 95110-2335
RW
1
f76444arw.txt
REGISTRATION WITHDRAWAL FOR METRICOM, INC.
[METRICOM, INC. LETTERHEAD, RICOCHET LOGO]
October 17, 2001
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Securities
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Patrick J. O'Leary
Re: Metricom, Inc. and Metricom Finance, Inc.
Application to Withdraw
Registration Statement on Form S-3
File Nos: 333-44648 and 333-44648-01
Dear Mr. O'Leary:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as amended
(the "Act"), Metricom, Inc. ("Metricom") and Metricom Finance, Inc. ("Finance,"
together with Metricom, the "Registrants") hereby apply for an order granting
the immediate withdrawal of their Registration Statement on Form S-3, together
with all exhibits thereto, Commission File Nos. 333-44648 and 333-44648-01 (the
"Registration Statement"). The Registration Statement originally was filed with
the Securities and Exchange Commission (the "Commission") on August 28, 2000.
Pursuant to the Registration Statement, Metricom proposed to register one or
more of the following: secured or unsecured debt securities; shares of preferred
stock; shares of common stock; warrants to purchase debt securities or any other
security; warrants to purchase common stock or preferred stock; units consisting
of two or more of the previously mentioned securities and/or securities
registered by Finance; and guarantees of debt securities of Finance. Finance
proposed to register one or more of the following: secured or unsecured debt
securities; warrants to purchase debt securities; and units consisting of debt
securities, debt warrants or securities of Metricom. This Registration Statement
had a maximum aggregate offering price of $300,250,000 and, pursuant to Rule 429
under the Act, carried forward unsold securities with a maximum aggregate
offering price of $899,750,000 from two prior effective registration statements
of the Registrants. Therefore, the total amount proposed to be registered under
the Registration Statement was $1.2 billion.
Due to the recent bankruptcy filing of the Registrants on July 2, 2001 in the
U.S. Bankruptcy Court in San Jose, California, and uncertainty regarding the
ongoing operations of Metricom, plus various market and other conditions, the
Registrants have decided not to pursue the offering contemplated by the
Registration Statement. No securities have been sold under the Registration
Statement.
Securities and Exchange Commission
October 17, 2001
Page Two
Accordingly, we request that an order granting the withdrawal of the
Registration Statement be issued by the Commission as soon as possible. We
understand that the filing fees paid by the Registrants will be held by the
Commission pursuant to Rule 477 under the Act, and, pursuant to Rule 457(p)
under the Act, may be applied by the Commission to future registration statement
filings. In addition, pursuant to Rule 477 under the Act, the Registrants would
like to inform the Commission that, although there are no current plans to do
so, the Registrants may decide in the future to undertake a subsequent private
offering in reliance on Rule 155(c) under the Act.
If you have any questions regarding the foregoing application for withdrawal,
please contact Kenneth Guernsey of Cooley Godward LLP, legal counsel to the
Registrants in connection with the Registration Statement, at (415) 693-2000.
Sincerely,
/s/ DALE W. MARQUART
--------------------
Dale W. Marquart
Corporate Secretary and General Counsel
Metricom, Inc.
cc: Kenneth Guernsey
Cydney Posner
Laura Woodhead
Alyssa Harvey
Alannah Link