SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Netro Corporation
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(Exact name of Registrant as Specified in Charter)
Delaware 77-0395029
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
3860 North First Street, San Jose, California 95134
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [ ] following box. [X]
Securities Act registration statement file number to which this form
relates: ____________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Right
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(Title of Class)
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(Title of Class)
AMENDMENT NO. 1 TO FORM 8-A
The undersigned registrant hereby amends and supplements the following
items and exhibits or other portions of its Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on August 16, 2001, as
follows:
Item 1. Description of Registrant's Securities to be Registered
Item 1 is hereby amended by appending the following paragraphs at the end
thereof:
Effective January 14, 2002, the Company amended the Rights Agreement dated
July 23, 2001, between the Company and American Stock Transfer & Trust Company,
as rights agent (the "Amended and Restated Rights Agreement"). The following
paragraph summarizes the changes to the Rights Agreement effectuated through
this amendment. Capitalized terms used without definition below have the
meanings assigned to them in the Amended and Restated Rights Agreement.
The term "Acquiring Person" is revised to exclude AT&T Wireless Services,
Inc. ("AWS") and its Affiliates and Associates (the "AT&T Wireless Group")
solely pas a result of (i) the announcement, approval, execution or delivery of
the Asset Purchase Agreement dated as of January 14, 2002, between the Company,
AAS, Inc. and AWS or the consummation of the transactions contemplated
thereunder or (ii) the Beneficial Ownership of Lewis Chakrin that is
attributable to securities or rights to acquire securities, which securities or
rights were acquired by Lewis Chakrin in his capacity as a director as a result
of grants made generally available to all non-employee directors of the
Company. In addition, a clause was added to the Agreement providing that the
AT&T Wireless Group shall not be considered an Acquiring Person, no
Distribution Date shall occur and no Rights shall be exercisable pursuant to
any provision of the Rights Agreement, solely as a result of (i) the
announcement, approval, execution or delivery of the Purchase Agreement or
consummation of the transactions contemplated thereunder or (ii) the Beneficial
Ownership of Lewis Chakrin that is attributable to securities or rights to
acquire securities, which securities or rights were acquired by Lewis Chakrin
in his capacity as a director as a result of grants made generally available to
all non-employee directors of the Company.
This description of the Amended and Restated Rights Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Amended and Restated Rights Agreement, which is filed herewith.
Item 2. Exhibits
Item 2 is hereby amended by adding the following exhibit attached hereto:
2. Amended and Restated Rights Agreement dated January 14, 2002, between
Netro Corporation and American Stock Transfer & Trust Company, as Rights Agent,
which includes the Form of Certificate of Designation of Series A Participating
Page 2
Cumulative Preferred Stock as Exhibit A, the Form of Right Certificate as
Exhibit B and the Summary of Terms of the Rights Agreement as Exhibit C.
Page 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement amendment
to be signed on its behalf by the undersigned, thereto duly authorized.
Netro Corporation
By: /s/ Sanjay Khare
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Name: Sanjay Khare
Title: Chief Financial Officer
Dated: January 22, 2002
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Exhibit Index
2. Amended and Restated Rights Agreement dated January 14, 2002, between
Netro Corporation and American Stock Transfer & Trust Company, as Rights Agent,
which includes the Form of Certificate of Designation of Series A Participating
Cumulative Preferred Stock as Exhibit A, the Form of Right Certificate as
Exhibit B and the Summary of Terms of the Rights Agreement as Exhibit C.
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