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) July 26, 2002
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 Number) (IRS Employer
of Incorporation) Identificaton 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
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release, dated July 30, 2002.
Item 9. Regulation FD Disclosure.
On July 30, 2002, Netro Corporation announced that its Board of Directors
had rejected an unsolicited acquisition offer from Wyndcrest Holdings, LLC of
Palm Beach, Florida. The July 26, 2002 offer made by Wyndcrest offers to
purchase all of the outstanding shares of Netro for $4.01 per share. In
exercising its fiduciary duty, the Board determined that the proposal did not
reflect the true long-term value of Netro, and therefore was not in the best
interests of Netro's stockholders. Consistent with its fiduciary duties, the
Board will continue to closely monitor the evolving Angel and AirStar markets
and the company's business plan, and intends to continue to take such future
actions which it believes are in the best interests of the company's
stockholders.
Netro also announced today that the adult son of Gideon Ben-Efraim
referenced in the company's self tender offer materials has confirmed to the
company that he will not tender any shares in the proposed tender offer.
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, political and economic conditions in the countries we
do business in, business conditions generally, growth in the telecommunications
industry, delays in the expansion of networks by existing customers, the
financial condition and strategy of our OEM partners, lower than expected
customer orders, competitive pressures, technological difficulties encountered
in developing new products, the availability of capital to service providers,
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, 2001, in Netro's Quarterly Report on Form 10-Q for the three
months ended March 31, 2002 and in its other filings with the Securities and
Exchange Commission.
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: July 30, 2002 By: /s/ Sanjay Khare
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Sanjay Khare
Vice President and Chief
Financial Officer
Exhibit Index
99.1 Press Release, dated July 30, 2002.