SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 6
to
Schedule TO
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
Netro Corporation
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(Name of Issuer)
Netro Corporation (Issuer)
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(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))
Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
64114R109
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(CUSIP Number of Class of Securities)
Sanjay Khare
Netro Corporation
3860 N. First Street
San Jose, California 95134
Telephone (408) 216-1500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing
Persons)
Copy to:
Francis S. Currie, Esq.
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, California 94025
Telephone: (650) 752-2000
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$92,000,000 $8,464
* Calculated solely for the purpose of determining the amount of the filing
fee, based upon the purchase of 23,000,000 shares of common stock, par value
$0.001 per share, at the maximum tender offer price of $4.00 per share.
** Previously paid.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $8,464
Form of Registration No.: SC TO-I
Filing Party: Netro Corporation
Date Filed: July 19, 2002
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1
[x] issuer tender offer subject to Rule 13e-4
[ ] going-private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
This Amendment No. 6 to Tender Offer Statement on Schedule TO amends and
supplements the statement originally filed on July 19, 2002 by Netro
Corporation, a Delaware corporation, as amended on July 26, 2002, July 30,
2002, August 6, 2002, August 8, 2002 and August 12, 2002 in connection with its
offer to purchase 23,000,000 shares, or such lesser number of shares as are
properly tendered, of its common stock, par value $0.001 per share, including
the associated preferred stock purchase rights issued under the Amended and
Restated Rights Agreement, dated as of January 14, 2002, as amended, between
Netro Corporation and American Stock Transfer & Trust Company, as Rights Agent,
at prices not in excess of $4.00 nor less than $3.50 per share, net to the
seller in cash, without interest, as specified by stockholders tendering their
shares. Netro's offer is being made upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 19, 2002 and in the
related Letter of Transmittal, which, as amended or supplemented from time to
time, together constitute the offer. This Amendment No. 6 to Schedule TO is
intended to satisfy the reporting requirements of Rule 13 (e) of the Securities
Exchange Act of 1934, as amended.
In addition to the information set forth below, the information in the
Offer to Purchase, as amended, and the related Letter of Transmittal, copies of
which were filed with this Schedule TO as Exhibits (a) (1) (i) and (a) (1)
(ii), respectively, is incorporated by reference herein in response to Items 1
through 11 of this Tender Offer Statement on Schedule TO.
Item 12. Exhibits.
(a) (1) (i) Offer to Purchase, dated July 19, 2002.**
(a) (1) (ii) Letter of Transmittal.**
(a) (1) (iii) Guidelines for Substitute Form W-9.**
(a) (1) (iv) Notice of Guaranteed Delivery.**
(a) (1) (v) Letter to Stockholders dated July 19, 2002.**
(a) (1) (vi) Letter to Clients dated July 19, 2002.**
(a) (1) (vii) Letter to Brokers, Dealers Commercial Banks, Trust Companies
and Other Nominees dated July 19, 2002.**
(a) (1) (viii) Summary Advertisement dated July 19, 2002.**
(a) (1) (ix) Letter to Customers, dated July 19, 2002.**
(a) (1) (x) Letter to Suppliers, dated July 19, 2002.**
(a) (1) (xi) Frequently Asked Questions about Netro's Tender Offer, posted
on Netro's website on July 26, 2002.**
(a) (5) (i) Press Release, dated July 18, 2002.**
(a) (5) (ii) Letter to Employees of Netro Corporation, dated July 18, 2002.**
(a) (5) (iii) Script of Netro Conference Call, dated July 18, 2002.**
(a) (5) (iv) Press Release, dated July 30, 2002.**
(a) (5) (v) Press Release, dated August 12, 2002.**
(a) (5) (vi) Press Release, dated August 19, 2002.
** Previously filed.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Netro Corporation
by: /s/ Sanjay Khare
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Sanjay Khare
Vice President and Chief Financial
Officer
Dated: August 19, 2002
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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(a) (1) (i) Offer to Purchase, dated July 19, 2002.**
(a) (1) (ii) Letter of Transmittal.**
(a) (1) (iii) Guidelines for Substitute Form W-9.**
(a) (1) (iv) Notice of Guaranteed Delivery.**
(a) (1) (v) Letter to Stockholders dated July 19, 2002.**
(a) (1) (vi) Letter to Clients dated July 19, 2002.**
(a) (1) (vii) Letter to Brokers, Dealers Commercial Banks, Trust Companies
and Other Nominees dated July 19, 2002.**
(a) (1) (viii) Summary Advertisement dated July 19, 2002.**
(a) (1) (ix) Letter to Customers, dated July 19, 2002.**
(a) (1) (xi) Frequently Asked Questions about Netro's Tender Offer, posted
on Netro's website on July 26, 2002.**
(a) (1) (x) Letter to Suppliers, dated July 19, 2002.**
(a) (5) (i) Press Release, dated July 18, 2002.**
(a) (5) (ii) Letter to Employees of Netro Corporation, dated July 18, 2002.**
(a) (5) (iii) Script of Netro Conference Call, dated July 18, 2002.**
(a) (5) (iv) Press Release, dated July 29, 2002.**
(a) (5) (v) Press Release, dated August 12, 2002.**
(a) (5) (vi) Press Release, dated August 19, 2002.
** Previously filed.