Preliminary Proxy Statement
SCHEDULE 14A INFORMATION
Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to ss.240.14a-12
NETRO CORPORATION
(Name of Registrant as Specified in Its Charter)
C. ROBERT COATES
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X. No fee required
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:______________ (Fee paid previously with preliminary
materials).
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule, and the date of its filing.
1) Amount Previously Paid: .
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party: C. Robert Coates
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4) Date Filed: March 13, 2002
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ITEM 1. DATE, TIME AND PLACE INFORMATION
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(a) Date, Time and Place of Meeting
On or about May 31, 2002, or on such other date, and at such place and
time as is fixed by Netro Corporation (the "Company").
Principal Executive Office of the Registrant
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Netro Corporation
3860 North First Street
San Jose, California 95134
Telephone: (408) 216-1500
(b) Approximate date on which the Proxy Statement and form of Proxy is to
be given to security holders:
On or about __________, 2002.
(c)(1) Deadline for submitting shareholder proposals and form of Proxy for the
Registrant's Next Annual Meeting, for inclusion in the Company's Proxy
Statement:
(2) Date after which notice of a shareholder's proposal submitted after
May 31, 2001, is considered untimely:
ITEM 2. REVOCABILITY OF PROXY
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Any Proxy executed and returned by a stockholder to Mr. Coates may be
revoked at any time thereafter if written notice of revocation is given
to Mr. Coates, prior to the vote taken at the meeting, or by execution
of a subsequent proxy which is presented to the meeting, or if the
stockholder attends the meeting and votes by ballot, except as to
matters upon which a vote shall have been cast pursuant to the
authority conferred by such Proxy prior to such revocation.
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ITEM 3. DISSENTERS RIGHT OF APPRAISAL
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Not Applicable.
ITEM 4. PERSONS MAKING THE SOLICITATION
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This solicitation is made by C. Robert Coates.
Solicitations will be made by use of the mail, formal or informal
meetings, and/or by telephone contact with one or more stockholders.
The cost of this solicitation will be borne by Mr. Coates. Mr. Coates
has spent an estimated $20,000 to date, and estimates that total
expenditures will equal approximately $200,000.
If Mr. Coates is successful in this solicitation, he will seek
reimbursement from the Company for the costs of solicitation, and does
not expect that the issue of reimbursement will be submitted to a vote
of stockholders.
ITEM 5. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
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As of March 13, 2002, C. Robert Coates beneficially owned 2,405,400
shares of the Company's outstanding Common Stock. David Kennedy owns no
shares of the Company.
Mr. Coates is seeking to have himself, and David Kennedy, elected to
fill seats up for election for the Company's Class I Directors to the
Board of Directors at the next Annual or Special Meeting of
Shareholders. If successful, Mr. Coates and Mr. Kennedy will each
become a member of the Company's Board of Directors, and each has
consented to serve as Director if elected.
Mr. Coates is advised that the Company's Directors receive no cash fees
for services, but are reimbursed for their expenses. Directors are also
entitled to receive grants of options under the Company's 1997
Directors Stock Option Plan, as amended in January 2000. The Company's
1997 Directors' Stock Option Plan, provides that each person who
becomes a non-employee director of the Company after May 2000, will
receive an initial grant of an option to purchase 50,000 shares of the
Company's common stock, which vests in four equal increments on the
first four anniversaries of the date the director joints the Board. In
addition, the Plan provides that each director of the Company will
receive an annual grant of an option to purchase 12,500 shares of the
Company's common stock on the first day of each fiscal year, which
vests in full on the fourth anniversary of the date of grant and
provided such non-employee director has served on the Board for at
least six months on the date of grant.
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Except for the above and other than Mr. Coates' security holdings in
the Company, neither Mr. Coates nor Mr. Kennedy has any substantial
interest, direct or indirect, in the matter(s) to be acted upon for
which proxies are solicited. Mr. Coates' and Mr. Kennedy's present
principal occupations and the principal business address of the
corporations with which each is employed are as follows:
C. ROBERT COATES
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For over twenty years, C. Robert Coates has been the Chief Executive
Officer of Management Insights, Inc., a tax consulting firm that
specializes in tax credits and incentives. Management Insights, Inc. is
not an affiliate of the Company. Mr. Coates earned a Bachelor of Arts
Degree in Economics with Distinction from the University of Virginia,
an MBA in Finance, and a Ph.D. in Finance, Economics and Accounting
from the University of Chicago. Mr. Coates served on the Board of
Directors of Borland Software Corporation, a publicly traded company,
from June 1999 to February 2000. Mr. Coates was not a member of that
board's compensation committee.
DAVID KENNEDY
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David Kennedy is the Executive Vice President of Operations and
Customer Support for Stuart Energy Systems, a hydrogen solutions
company. Prior to Mr. Kennedy's work at Stuart Energy Systems, he was a
Management Consultant for Pittiglio Rabin Todd & McGrath in Chicago,
Illinois. Mr. Kennedy also worked with the Performance Improvement
Practice at Ernest & Young. Mr. Kennedy has a Bachelor of Science
Degree in Industrial Engineering from the University of Illinois and a
Masters Degree in Management from the Kellogg Graduate School of
Management at Northwestern University.
Shares Owned
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C. Robert Coates beneficially owns 2,405,400 shares of the Company's
Common Stock, and David Kennedy owns no shares, as set out below:
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Beneficial Ownership Shares
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David Kennedy 0
C. Robert Coates 2,405,400(1)
Set out below is information with respect to all securities of the
Company purchased or sold by C. Robert Coates within the past two
years. Mr. Coates owns no shares of the Company's Common Stock, either
beneficially nor non-beneficially, other than as set forth below:
C. ROBERT COATES
Shares of Netro
Common Stock Action Avg. Price Date
100,000 Buy $ 6.35 03/05/01
60,000 Buy 5.71 03/12/01
10,000 Buy 5.35 03/16/01
170,000 Buy 2.82 08/24/01
50,000 Buy 2.97 08/27/01
150,000 Buy 2.84 09/07/01
64,000 Buy 2.62 09/21/01
97,500 Buy 2.58 09/24/01
80,000 Buy 2.47 09/25/01
100,000 Buy 2.41 09/26/01
105,000 Buy 2.31 09/27/01
100,000 Buy 3.64 01/15/02
50,000 Buy 3.66 01/16/02
300,000 Buy 3.35 01/25/02
20,000 Buy 3.20 01/28/02
2,500 Buy 3.17 01/29/02
16,600 Buy 3.16 01/30/02
5,000 Buy 3.18 01/31/02
22,500 Buy 3.12 02/06/02
7,500 Buy 3.08 02/07/02
20,000 Buy 3.02 02/08/02
30,000 Buy 2.96 02/11/02
25,000 Buy 2.91 02/12/02
20,000 Buy 2.87 02/25/02
22,500 Buy 3.03 02/28/02
715,000 Buy 3.07 03/01/02
56,900 Buy 3.06 03/08/02
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(1) As of March 13, 2002, 1,000 shares of Netro Corporation are held by
Mr. Coates in his own name; 2,399,000 shares are held in street name, and 5,400
shares are held in street name by Mr. Coates' minor son.
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ROBERT COATES' MINOR SON
Shares of Netro
Common Stock Action Price Date
800 Buy 2.75 10/04/01
800 Buy 2.77 10/04/01
1,500 Buy 2.78 10/04/01
300 Buy 2.79 10/04/01
1,000 Buy 2.83 10/04/01
1,000 Buy 2.84 10/04/01
None of the funds used to purchase the aforesaid securities of the
Company were borrowed funds. David Kennedy has not purchased or sold
shares of the Company during the past two years.
Neither C. Robert Coates nor David Kennedy is currently nor has either
ever been, a party to any contract, arrangement or understanding with
any person with respect to any securities of the Company, including,
but not limited to joint ventures, loan or option arrangements, puts or
calls, guarantees against loss or guarantees of profit, division of
losses or profits, or the giving or withholding of proxies.
Neither C. Robert Coates nor David Kennedy has had any transactions of
any nature with the Company or any of its subsidiaries. Neither C.
Robert Coates nor David Kennedy has had any arrangement or
understanding with any person with respect to any future employment by
the Company or its affiliates or with respect to any future
transactions to which the Company or any of its affiliates will or may
be a party.
ITEM 6. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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The Company reported in its 2001 Proxy Statement dated April 25, 2001,
that it had approximately 51,103,464 shares of Common Stock
outstanding, each of which was entitled to one vote on all matters to
come before the stockholders.
The record date for the Company's year 2002 Annual Shareholders'
Meeting is not known at this time by Mr. Coates, but has been projected
to be on or about May 31, 2002, which corresponds to the record date
for the 2001 Annual Shareholders' Meeting.
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Mr. Coates does not have current information as to the security
ownership of management or of beneficial ownership of the Company's
stock who own more than 5% of the Company's outstanding common stock.
ITEM 7. DIRECTORS & Executive Officers
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C. Robert Coates is nominating both himself and David Kennedy as
candidates to be elected to fill seats on the Company's Board of
Directors which comes up for election at the Company's next Annual (or
Special) Stockholders' Meeting. Mr. Coates understands that the
Company's position is that these seats will be Class I Directors'
seats.
Except as described below, Mr. Coates is not a party to any material
proceeding adverse to the Company, or any subsidiary or affiliation,
nor does he have any interest, material or otherwise, adverse to the
Company.
C. Robert Coates is the plaintiff in two lawsuits both captioned Coates
v. Netro Corporation, et al which are Civil Actions 19154 and 19309 in
the Delaware Court of Chancery. Mr. Coates believes these actions
against the Company and its directors are in the best interests of the
Company and its stockholders, but the incumbent management and
directors may view these actions as material proceedings adverse to the
Company. Otherwise, Mr. Coates does not have any material interest
adverse to the Company or any of its subsidiaries.
Mr. Kennedy is not a party to any material proceeding adverse to the
Company, or any subsidiary or affiliations, nor does he have any
interest, material or otherwise, adverse to the Company. Neither C.
Robert Coates nor David Kennedy has engaged in any transactions of any
kind with the Company or its subsidiaries.
ITEM 8. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
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Mr. Coates has no information as to compensation paid by the Company to
its officers and directors.
ITEM 9. INDEPENDENT PUBLIC ACCOUNTANTS
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ITEM 10. COMPENSATION PLANS
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Not Applicable.
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ITEM 11. AUTHORIZATION OR ISSUANCE IF SECURITIES OTHERWISE THAN FOR EXCHANGE
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Not Applicable.
ITEM 12. MODIFICATION OR EXCHANGE OF SECURITIES
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Not Applicable.
ITEM 13. FINANCIAL AND OTHER INFORMATION
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Not Applicable.
ITEM 14. MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR MATTERS
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Not Applicable.
ITEM 15. ACQUISITION OR DISPOSITION OF PROPERTY
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Not Applicable.
ITEM 16. RESTATEMENT OF ACCOUNTS
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Not Applicable.
ITEM 17. ACTION WITH RESPECT TO REPORTS
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Not Applicable.
ITEM 18. MATTERS NOT REQUIRED TO BE SUBMITTED
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Not Applicable.
ITEM 19. AMENDMENT OF CHARTER, BYLAWS OR OTHER DOCUMENTS
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Not Applicable.
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ITEM 20. OTHER PROPOSED ACTION
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Not Applicable.
ITEM 21. VOTING PROCEDURES
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Accordingto the Company's Proxy Statement for its 2001 Annual Meeting
of Shareholders, the following voting procedures apply:
Only stockholders of record at the close of business on the record date
(the "Record Date") for the Meeting, will be entitled to notice of, and
to vote at, the Meeting and any adjournments thereof. Each outstanding
share of Common Stock is entitled to one vote. Shares of Common Stock
may not be voted cumulatively. Mr. Coates does not know if there are
other classes of voting securities of the Company outstanding. A
majority of the outstanding shares of Common Stock present in person or
by proxy is required for a quorum.
Shares of Common Stock represented by Proxies, which are properly
executed, duly returned and not revoked, will be voted in accordance
with the instructions contained therein. If no specification is
indicated on the Proxy, the shares of Common Stock represented thereby
will be voted for the election as Directors of the persons who have
been nominated by the Board of Directors. The execution of a Proxy will
in no way affect a stockholder's right to attend the meeting and vote
in person. Any Proxy executed and returned by a stockholder may be
revoked at any time thereafter if written notice of revocation is given
to the Secretary of the Company prior to the vote to be taken at the
Meeting, or by execution of a subsequent proxy which is presented to
the Meeting, or if the stockholder attends the Meeting and votes by
ballot, except as to any matters upon which a vote shall have been cast
pursuant to the authority conferred by such Proxy prior to such
revocation. For purposes of determining the presence of a quorum for
transacting business at the Meeting, abstentions will be treated as
shares that are present but which have not been voted.
Respectfully submitted,
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C. Robert Coates
Date:
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FORM OF PROXY
- NETRO CORPORATION -
PROXY SOLICITED ON BEHALF OF C. ROBERT ("BOB") COATES FOR
NEXT ANNUAL (OR SPECIAL) MEETING OF SHAREHOLDERS
OF
NETRO CORPORATION
The undersigned hereby constitutes and appoints C. ROBERT COATES with
full power of substitution, his (her/its) attorney and proxy to the undersigned
to represent the undersigned and vote all shares of Netro Corporation's (the
"Company") Common Stock which the undersigned would be entitled to vote if
personally present at the next Annual (or Special) Meeting of Shareholders, to
be held on such date, and at such place and time as the Company determines, and
at any postponement or adjournment thereof, in the following manner:
PROPOSAL 1. ELECTION OF DIRECTORS
C. Robert Coates recommends a Vote "For" both of the nominees proposed:
FOR the nominees listed WITHHOLD AUTHORITY to
below (except as marked vote for the nominee
to the contrary below) listed below
[ ] C. Robert Coates [ ] C. Robert Coates
[ ] David Kennedy [ ] David Kennedy
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE NOT LISTED ABOVE, WRITE THAT NOMINEE'S NAME IN THE SPACE
PROVIDED BELOW)
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IF THIS PROXY IS EXECUTED IN SUCH A MANNER AS NOT TO WITHHOLD AUTHORITY
TO VOTE FOR THE ELECTION OF A NOMINEE SPECIFIED ABOVE, IT SHALL BE
DEEMED TO GRANT AUTHORITY TO VOTE "FOR" SUCH NOMINEE.
PROPOSAL 2. IN ACCORDANCE WITH THEIR BEST JUDGMENT with respect to any
other matters which may properly come before the meeting or any
postponement or adjournment, thereof, about which the solicitor of this
Proxy does not have knowledge at this time.
(Continued and to be signed and dated, on the reverse side.)
THIS PROXY MAY BE REVOKED PRIOR TO THE TIME IT IS VOTED BY DELIVERING
TO C. ROBERT COATES OR TO THE SECRETARY OF THE COMPANY EITHER A WRITTEN
REVOCATION OR A PROXY BEARING A LATER DATE, OR BY APPEARING AT THE
ANNUAL OR SPECIAL MEETING AND VOTING IN PERSON.
Please sign exactly as name appears below. When shares are held in
joint account, both owners must sign. When signing as attorney,
trustee, executor, etc., give full title as such. If a corporation,
please sign full corporate name by authorized officer. If a
partnership, sign in full the partnership name by the authorized
person.
Date: , 2002 (MUST DATE)
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Signed: (MUST SIGN IN THE SAME WAY IN WHICH THE SHARES ARE HELD)
Print Name:
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Number of
Shares Held Signed:
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Print Name:
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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
TO:
C. ROBERT COATES
P. O. BOX 802861
DALLAS, TEXAS 75380