-----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, MXoNYYO/f10mGuMKCpbpnhB1yAdUbxq/oyk4pOyJGd58uVLyddNVTIteOAQIJNtd 0n95AyTGnZiUZMks7GFoqg== 0000950149-99-002142.txt : 19991125 0000950149-99-002142.hdr.sgml : 19991125 ACCESSION NUMBER: 0000950149-99-002142 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991112 ITEM INFORMATION: FILED AS OF DATE: 19991124 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: 8-K/A SEC ACT: SEC FILE NUMBER: 000-19903 FILM NUMBER: 99764147 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 8-K/A 1 AMENDMENT NO. 2 TO THE FORM 8-K DATED 11/12/199 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO 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): November 12, 1999 METRICOM, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-19903 77-0294597 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 980 UNIVERSITY AVENUE, LOS GATOS, CALIFORNIA 95030-2375 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 399-8200 NOT APPLICABLE (Former name or former address, if changed since last report) 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits.
EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1* Stock Purchase Agreement, dated as of June 20, 1999, among Metricom, Inc., a Delaware corporation, MCI WorldCom, Inc., a Georgia corporation, and Vulcan Ventures Incorporated, a Washington corporation. 99.2* Press release, dated June 21, 1999. 99.3** Ricochet Reseller Agreement, dated as of June 20, 1999, between Metricom, Inc., a Delaware corporation, and MCI WorldCom, Inc., a Georgia corporation. 99.4*** Amendment dated November 12, 1999 to Ricochet Reseller Agreement dated as of June 20, 1999, between Metricom, Inc., a Delaware corporation, and MCI WorldCom, Inc., a Georgia corporation.
- --------------- *Filed as an exhibit to the Current Report on Form 8-K filed on July 9, 1999. **Filed as an exhibit to Amendment No. 1 to the Current Report on Form 8-K filed on November 5, 1999. ***Certain portions have been deleted pursuant to a confidential treatment request. 2. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to the report to be signed on its behalf by the undersigned hereunto duly authorized. METRICOM, INC. Date: November 24, 1999 By: /s/ DALE W. MARQUART -------------------------------------- Dale W. Marquart Vice President and General Counsel 3. 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1* Stock Purchase Agreement, dated as of June 20, 1999, among Metricom, Inc., a Delaware corporation, MCI WorldCom, Inc., a Georgia corporation, and Vulcan Ventures Incorporated, a Washington corporation. 99.2* Press release, dated June 21, 1999. 99.3** Ricochet Reseller Agreement, dated as of June 20, 1999, between Metricom, Inc., a Delaware corporation, and MCI WorldCom, Inc., a Georgia corporation. 99.4*** Amendment dated November 12, 1999 to Ricochet Reseller Agreement June 20, 1999, between Metricom, Inc., a Delaware corporation, and MCI WorldCom, Inc., a Georgia corporation.
- --------------- *Filed as an exhibit to the Current Report on Form 8-K filed on July 9, 1999. **Filed as an exhibit to Amendment No. 1 to the Current Report on Form 8-K filed on November 5, 1999. ***Certain portions have been deleted pursuant to a confidential treatment request. EX-99.4 2 AMENDMENT TO RICOCHET RESELLER AGREEMENT 1 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. Sections 200.880(b)(4) 200.83 and 240.24b-2 EXHIBIT 99.4 AMENDMENT TO RICOCHET(2) RESELLER AGREEMENT NOVEMBER 12, 1999 Reference is made to that certain Ricochet(2) Reseller Agreement (the "Agreement") dated June 1999, by and between Metricom, Inc. ("Metricom") and MCI WorldCom, Inc. ("MCI WorldCom"). The parties hereby add the following changes and/or additions to the Agreement: 1. Delete Section 6 in its entirety and replace it with the following: 6. COMMUNICATIONS SERVICES 6.1 PRE-COMMERCIALLY READY (PER SCHEDULE 1.3 OF THE AGREEMENT) NON-RECURRING Costs. For all GSA's, MCI WorldCom shall be responsible for all normal pre-light up non-recurring costs including, but not limited to, installation costs and fees, circuit provisioning costs and fees, co-location costs and fees, turn-up fees and power installation costs. Metricom shall select both the required services/facilities and the vendor or vendors to provide the non-recurring items and MCI WorldCom shall pay the costs regardless of whether MCI WorldCom or some other party is the vendor. Metricom shall engage all reasonable good faith efforts to minimize such costs for both itself and MCI WorldCom. Within ten days of receiving an invoice for a pre-light up non-recurring cost, Metricom shall invoice MCI WorldCom and MCI WorldCom shall pay the invoice within thirty days of receipt of such invoice. 6.2 PRE-COMMERCIALLY READY (PER SCHEDULE 1.3 OF THE AGREEMENT) RECURRING COSTS. Metricom shall be responsible for all pre-light up recurring costs including all shares network circuit costs, network management circuit costs, dial up circuit costs and recurring co-location costs. 6.3 POST-COMMERCIALLY READY (PER SCHEDULE 1.3 OF THE AGREEMENT) RECURRING COSTS. Metricom shall be responsible for all pre-light up recurring costs including all shared network circuit costs, network management circuit costs, dial up circuit costs and recurring co-location costs. Metricom shall engage all reasonable good faith efforts to minimize such costs for both itself and MCI WorldCom. MCI WorldCom agrees, regardless of whether MCI WorldCom or some other party provides the services/facilities, to reimburse Metricom for forty percent (40%) of such costs. Within ten days of the end of a month, Metricom shall invoice MCI WorldCom and MCI WorldCom shall pay the invoice within thirty days of receipt of such invoice. Confidential Page 1 of 4 2 6.4 DEDICATED WAP TO NIF OR NIF TO NETWORK CIRCUITS FOR MCI WORLDCOM SUBSCRIBERS. If, in connection with communications traffic generated by MCI WorldCom Subscribers, MCI WorldCom requests dedicated circuits for MCI WorldCom subscribers, MCI WorldCom will provide, at no cost to Metricom, all required and necessary recurring and non-recurring circuits, facilities and hardware dedicated to the purpose of carrying and transporting such dedicated traffic. This section shall not relieve MCI WorldCom of its obligation under Sections 6.1, 6.2 or 6.3. 2. Replace Schedule 1.3 with the revised Schedule 1.3 attached hereto. 3. Insert the following two paragraphs at the end of Section 5 of Schedule 4.1 - Quality of Service: Metricom and MCI WorldCom agree to reassess the Quality of Service standards as set forth in this schedule 4.1 based upon network performance, customer usage requirements, and other criteria deemed relevant by MCI WorldCom and further agree to negotiate in good faith any revisions or modifications to such Quality of Service standards. In the event that Metricom and MCI WorldCom determine to revise or modify such standards, but cannot reach mutual agreement with respect to the amendment of Schedule 4.1 to incorporate such revisions or modifications, the Quality of Service standards as set forth in sections 1 through 4 of this Schedule 4.1 shall continue in full force and effect. To the extent that this Amendment is inconsistent with the Agreement, this Amendment shall govern and shall be deemed to amend and supersede the Agreement as of the date hereof. All terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Agreement. Except as expressly set forth herein, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized representatives. METRICOM, INC. MCI WORLDCOM, INC. /s/ Timothy G. Dreisbach /s/ John T. Stupka - ------------------------------------- ------------------------------ Signature Signature Timothy G. Dreisbach John T. Stupka - ------------------------------------- ------------------------------ Printed Name Printed Name CEO President and CEO - ------------------------------------- ------------------------------ Title Title Page 2 of 4 3 SCHEDULE 1.3 DEPLOYMENT SCHEDULE
- ------------------------------------------------------------------------------------------ COMMERCIALLY GSAS WHERE SERVICE READY DATE CUMULATIVE # OF GSAS WILL BE DEPLOYED - ------------------------------------------------------------------------------------------ June 30, 2000 11 Phase I Cities - ------------------------------------------------------------------------------------------
[...***...]
- ------------------------------------------------------------------------------------------ PHASE I CITIES TOTAL SQUARE MILES COVERED - ------------------------------------------------------------------------------------------ Atlanta, GA 567 Chicago, IL 1,320 Dallas/Ft. Worth, TX 1,358 Houston, TX 947 Los Angeles, Orange County, CA 2,300 New York, NY/New Haven, CT 2,700 - ------------------------------------------------------------------------------------------ [...***...] Phoenix, AZ 872 San Diego, CA 626 San Francisco Bay Area 1,253 Seattle, WA/Puget Sound 451
- ------------------------------------------------------------------------------------------ PHASE II CITIES TOTAL SQUARE MILES COVERED - ------------------------------------------------------------------------------------------ Baltimore, MA 470 [...***...] Washington, D.C. 900
- ---------- * Confidential Treatment Requested Page 3 of 4 4 [...***...] For the purposes of this Schedule 1.3, the network will be commercially ready in a GSA when the network through which Metricom will provide the Service covers [...***...] - ---------- * Confidential Treatment Requested Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----