SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
AMENDMENT NO. 3
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
(Exact name of Registrant as Specified in Charter)
- -------------------------------------------------------------------------------
Delaware 77-0395029
- -------------------------------------------------------------------------------
(State of Incorporation or Organization) (IRS Employer
Identification No.)
3860 North First Street, San Jose, California 95134
- -------------------------------------------------------------------------------
(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
------------------- ------------------------------
None None
-------------------------------- --------------------------------------
-------------------------------- --------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Right
- -------------------------------------------------------------------------------
(Title of Class)
- -------------------------------------------------------------------------------
(Title of Class)
AMENDMENT NO. 3 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 March 27, 2003, the Company amended the Second Amended and
Restated Rights Agreement dated July 31, 2002, between the Company and American
Stock Transfer & Trust Company, as rights agent (the "Third Amended and
Restated Rights Agreement"). The following paragraph summarizes the changes to
the Third Amended and Restated 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 SR Telecom Inc. ("SRT")
and Norway Acquisition Corporation ("Merger Sub") solely as a result of the
announcement, approval, execution or delivery of the Agreement and Plan of
Merger (the "Merger Agreement") dated as of March 27, 2003, between the
Company, SRT and Merger Sub or the consummation of the transactions
contemplated thereunder. In addition, a clause was added to the Agreement
providing that neither SRT nor Merger Sub shall not be considered an Acquiring
Person, no Distribution Date shall occur and no Rights shall be exercisable
pursuant to any provision of the Third Amended and Restated Rights Agreement,
solely as a result of the announcement, approval, execution or delivery of the
Merger Agreement or consummation of the transactions contemplated thereunder.
This description of the Third Amended and Restated Rights Agreement does
not purport to be complete and is qualified in its entirety by reference to the
Third 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. Third Amended and Restated Rights Agreement dated March 27, 2003,
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.
Page 2
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:
-------------------------------------
Name: Sanjay Khare
Title: Chief Financial Officer
Dated: March 27, 2003
Page 3
Exhibit Index
2. Third Amended and Restated Rights Agreement dated March 27, 2003,
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.
Page 4