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SECURITIES AND EXCHANGE COMMISSION
Schedule TO
Tender Offer Statement under Section 14(d)(1)
Netro Corporation
Netro Corporation (Issuer)
Common Stock, Par Value $0.001 Per Share
64114R109
Sanjay Khare
Copy to:
Francis S. Currie, Esq.
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee | |
$92,000,000 | $8,464 |
* | Calculated solely for the purpose of determining the amount of the filing fee, based upon the purchase of 23,000,000 shares of common stock, par value $.001 per share, at the maximum tender offer price of $4.00 per share. |
o | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
o third-party tender offer subject to Rule 14d-1.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
EXHIBIT (a)(1)(i) | ||||||||
EXHIBIT (a)(1)(ii) | ||||||||
EXHIBIT (a)(1)(iii) | ||||||||
EXHIBIT (a)(1)(iv) | ||||||||
EXHIBIT (a)(1)(v) | ||||||||
EXHIBIT (a)(1)(vi) | ||||||||
EXHIBIT (a)(1)(vii) | ||||||||
EXHIBIT (a)(1)(viii) | ||||||||
EXHIBIT (a)(1)(ix) | ||||||||
EXHIBIT (a)(1)(x) |
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This Tender Offer Statement on Schedule TO is filed by Netro Corporation, a Delaware corporation, in connection with its offer to purchase 23,000,000 shares, or such lesser number of shares as are properly tendered, of its common stock, par value $.001 per share, including the associated preferred stock purchase rights issued under the Amended and Restated Rights Agreement, dated as of January 14, 2002, as amended, between Netro Corporation and American Stock Transfer & Trust Company, as Rights Agent, at prices not in excess of $4.00 nor less than $3.50 per share, net to the seller in cash, without interest, as specified by stockholders tendering their shares. Netro’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 19, 2002 and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the offer. This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits hereto, is incorporated herein by reference in answer to Items 1 through 11 in this Tender Offer Statement on Schedule TO.
Item 12. Exhibits.
(a)(1)(i) | Offer to Purchase, dated July 19, 2002. | |
(a)(1)(ii) | Letter of Transmittal. | |
(a)(1)(iii) | Guidelines for Substitute Form W-9. | |
(a)(1)(iv) | Notice of Guaranteed Delivery. | |
(a)(1)(v) | Letter to Stockholders dated July 19, 2002. | |
(a)(1)(vi) | Letter to Clients dated July 19, 2002. | |
(a)(1)(vii) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated July 19, 2002. | |
(a)(1)(viii) | Summary Advertisement dated July 19, 2002. | |
(a)(1)(ix) | Letter to Customers, dated July 19, 2002. | |
(a)(1)(x) | Letter to Suppliers, dated July 19, 2002. | |
(a)(5)(i) | Press Release, dated July 18, 2002.** | |
(a)(5)(ii) | Letter to Employees of Netro Corporation, dated July 18, 2002.** | |
(a)(5)(iii) | Script of Netro Conference Call, dated July 18, 2002.** |
** Previously filed.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Netro Corporation |
By: | /s/ SANJAY KHARE |
Sanjay Khare | |
Vice President and Chief Financial Officer |
Dated: July 19, 2002
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EXHIBIT INDEX
Exhibit | ||
Number | Description | |
(a)(1)(i) | Offer to Purchase, dated July 19, 2002. | |
(a)(1)(ii) | Letter of Transmittal. | |
(a)(1)(iii) | Guidelines for Substitute Form W-9. | |
(a)(1)(iv) | Notice of Guaranteed Delivery. | |
(a)(1)(v) | Letter to Stockholders dated July 19, 2002. | |
(a)(1)(vi) | Letter to Clients dated July 19, 2002. | |
(a)(1)(vii) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated July 19, 2002. | |
(a)(1)(viii) | Summary Advertisement dated July 19, 2002. | |
(a)(1)(ix) | Letter to Customers, dated July 19, 2002. | |
(a)(1)(x) | Letter to Suppliers, dated July 19, 2002. | |
(a)(5)(i) | Press Release, dated July 18, 2002.** | |
(a)(5)(ii) | Letter to Employees of Netro Corporation, dated July 18, 2002.** | |
(a)(5)(iii) | Script of Netro Conference Call, dated July 18, 2002.** |
** | Previously filed. |