SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 2
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 securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. |_| 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)
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AMENDMENT NO. 2 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 July 31, 2002, the Company amended and restated the Amended and
Restated Rights Agreement dated January 14, 2001, between the Company and
American Stock Transfer & Trust Company, as rights agent (the "Second Amended
and Restated Rights Agreement"). The following paragraph summarizes the changes
to the Amended and Restated Rights Agreement effectuated through this
amendment. Capitalized terms used without definition below have the meanings
assigned to them in the Second Amended and Restated Rights Agreement.
The term "Acquiring Person" is revised to clarify that the Carso Global
Group is excluded from the definition of "Acquiring Person" so long as it does
not Beneficially Own or become the Beneficial Owner of shares of Common Stock
in excess of 19.9% of the outstanding shares of common stock. The Carso Global
Group also shall not be an "Acquiring Person" as the result of any acquisition
of shares of Common Stock by the Company which, by reducing the number of
shares of Common Stock outstanding, increases the proportionate number of
shares of Common Stock beneficially owned by the Carso Global Group to 19.9% or
more of the shares of Common Stock then outstanding. However, if the Carso
Global Group shall become the Beneficial Owner of 19.9% or more of the shares
of Common Stock then outstanding by reason of such share acquisition by the
Company and shall thereafter become the Beneficial Owner of any additional
shares of Common Stock (other than pursuant to a dividend or distribution paid
or made by the Company on the outstanding Common Stock or pursuant to a split
or subdivision of the outstanding Common Stock), then the Carso Global Group
shall be deemed to be an "Acquiring Person" unless upon becoming the Beneficial
Owner of such additional shares of Common Stock the Carso Global Group does not
beneficially own 19.9% or more of the shares of Common Stock then outstanding.
This description of the Second Amended and Restated Rights Agreement does
not purport to be complete and is qualified in its entirety by reference to the
Second Amended and Restated Rights Agreement, which is filed herewith.
Item 2. Exhibits
Item 2 is hereby amended by adding the following exhibit attached hereto:
3. Second Amended and Restated Rights Agreement dated July 31, 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
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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 4
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
--------------------------------
Name: Sanjay Khare
Title: Chief Financial Officer
Dated: August 1, 2002
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Exhibit Index
3. Second Amended and Restated Rights Agreement dated July 31, 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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