SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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) February 12, 2002
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Netro Corporation
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(Exact name of Registrant as Specified in Charter)
Delaware 000-26963 77-0395029
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
3860 NORTH FIRST STREET, SAN JOSE, CALIFORNIA 95134
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (408) 216-1500
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On February 12, 2002, Netro Corporation ("the "Company") completed the
acquisition by its wholly owned subsidiary, AAS, Inc. ("Acquisition
Subsidiary"), of certain assets from AT&T Wireless Services, Inc. ("Seller")
under an Asset Purchase Agreement dated as of January 14, 2002 (the
"Agreement"), between the Company, Seller and Acquisition Subsidiary. As part
of the Agreement, the Company paid Seller consideration consisting of
approximately $16.0 million in cash and issued Seller 8.2 million shares of the
Company's common stock, par value $.001 per share. In addition, the Company
assumed Seller's lease relating to facilities in Redmond, Washington. The
amount and nature of the consideration were determined via arms' length
negotiations between the Company and Seller. The Company financed the
acquisition with cash on hand.
The assets acquired include intellectual property, equipment and proprietary
software, all relating to the development, manufacture and assembly of fixed
wireless telecommunications equipment developed under the code name "Project
Angel". In addition, upon the closing 123 of Seller's employees became
employees of the Company. The Company expects to sell the fixed wireless
product internationally into its installed based and targeted markets and to
adapt the technology for the international market use.
Lewis Chakrin, who serves as Executive Vice President, Corporate Strategy and
Planning at Seller, joined the Company's board of directors effective as of
February 12, 2002.
A copy of the press release announcing the closing of the transactions
contemplated by the Agreement is filed herewith as Exhibit 99.1.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: Except for the historical information contained herein, the matters
discussed in this news release are forward-looking statements involving risks
and uncertainties that could cause actual results to differ materially from
those in such forward-looking statements. Potential risks and uncertainties
include, but are not limited to, the ability to timely adopt the Angel product
for the international marketplace, achieving revenues from the Angel product in
the second half of 2002, and Netro's ability to manufacture and sell the Angel
product on a cost- effective basis. We expressly disclaim any responsibility to
update any projections contained herein. Further information regarding these
and other risks is included in Netro's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 and in its other filings with the
Securities and Exchange Commission.
As the acquired assets do not constitute a significant business under
Regulation S- X, financial statements and pro forma financial information
regarding the acquired assets are not required to be provided.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
(1) None
(b) Pro Forma Financial Information
(1) None
(c) Exhibits
2.1 Asset Purchase Agreement among Netro Corporation, AAS, Inc. and AT&T
Wireless Services, Inc. dated January 14, 2002. (Exhibits have been excluded;
such exhibits will be furnished supplementally upon request by the Securities
and Exchange Commission).
99.1 Press Release dated February 13, 2002
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: February 27, 2002 By: /s/ Sanjay Khare
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Sanjay Khare
Vice President and Chief
Financial Officer
Exhibit Index
2.1 Asset Purchase Agreement among Netro Corporation, AAS, Inc. and AT&T
Wireless Services, Inc. dated January 14, 2002. (Exhibits have been
excluded; such exhibits will be furnished supplementally upon request by
the Securities and Exchange Commission).
99.1 Press Release dated February 13, 2002