SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Under Rule 14a-12 NETRO CORPORATION (Name of Registrant as Specified in its Charter) C. ROBERT COATES ---------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: C. Robert Coates 4) Date Filed: May 29, 2002 (These materials are intended to be released to one or more shareholders, in conjunction with the previously supplied Definitive Proxy Statement currently on file, on or about April 05, 2002) ============================================== Press Release SOURCE: C. Robert Coates NO PROJECT ANGEL REVENUE IN 2002 FOR NETRO LAKE FOREST, Ill., May 29 -- C. Robert ("Bob") Coates, a major Netro Corporation (NASDAQ: NTRO) stockholder, announced today that the company's Chairman and CEO, Gideon Ben-Efraim, stated at Netro's May 21 annual meeting that Project Angel would not come to market until late 2002 and that it would generate no revenue this year. Coates owns over 2.4 million shares of Netro stock and has been engaged in an on-going effort to reform the company's corporate governance practices and maximize shareholder value. Coates and his associate, David Kennedy, were candidates for election to the company's board of directors at the annual meeting. As of May 24, the vote tally for the election of directors was still not 50% complete. No specific numbers regarding the vote had been disclosed as of May 28. Ben-Efraim's statement regarding revenue from Project Angel directly contradicts comments made by Netro management one month ago in a quarterly conference call with analysts. At that time, the company stated that "we do expect Angel revenues to commence late in the third quarter of 2002." Netro management also said that "Angel will represent more than 15% of total revenues by the fourth quarter of 2002 . . . and we continue to expect that by early 2003, between 40 and 50% of our revenues will come from the new Angel product line." A market and product review by CEO Ben-Efraim, followed by a question and answer period, constituted most of the annual meeting. Ben-Efraim's statement that Project Angel will generate no revenue in 2002, which came in response to a question by Robert Coates, was confirmed by Netro CFO Sanjay Khare. The annual meeting was not broadcast on the internet. Since May 21, Netro management has issued no statement regarding the annual meeting. "I ask again that Netro executives adhere to the SEC's Fair Disclosure regulation," said Coates. Fair Disclosure prohibits the selective disclosure of material information by a public company, such as Ben-Efraim's comments about Project Angel revenue. Individuals or institutions receiving such information may have an advantage over other individuals or institutions in the trading of a company's securities. "We've waited a full week for Netro management to disclose publicly their new statements regarding Project Angel," said Coates. "Their failure to do so necessitates a public statement on my part." Coates said that he will continue to call for improvements at Netro. "We think that Netro needs better corporate governance and that better corporate governance leads to higher stock prices," he stated. SOURCE: C. Robert Coates