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) September 4, 2003
Netro Corporation
(Exact name of Registrant as Specified in Charter)
Delaware 000-26963 77-0395029
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation Number) Identification No.)
3860 NORTH FIRST STREET, SAN JOSE, CALIFORNIA 95134
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (408) 216-1500
N/A
(Former Name or Former Address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On September 4, 2003, pursuant to the terms of an Agreement and Plan of
Merger, dated as of March 27, 2003 by and among Netro Corporation, a Delaware
corporation ("Netro"), SR Telecom Inc., a corporation organized under the Canada
Business Corporations Act ("SR Telecom"), and Norway Acquisition Corporation, a
Delaware corporation and a wholly-owned subsidiary of the SR Telecom ("Norway")
(the "Original Merger Agreement"), as amended by Amendment No. 1 dated as of May
5, 2003, Amendment No. 2 dated as of July 17, 2003 and Amendment No. 3 dated as
of August 6, 2003 (the Original Merger Agreement as so amended by such Amendment
No. 1, Amendment No. 2 and Amendment No. 3, the "Agreement"), Norway merged with
and into Netro, with Netro surviving the merger as a wholly owned subsidiary of
SR Telecom (the "Merger"). The Original Merger Agreement was filed as an exhibit
to Netro's current report on Form 8-K filed with the Securities and Exchange
Commission ("SEC") on March 27, 2003 and is incorporated by reference in its
entirety herein. Amendment No. 1 to the Original Merger Agreement was filed as
an exhibit to Netro's current report on Form 8-K filed with the SEC on May 12,
2003 and is incorporated by reference in its entirety herein. Amendment No. 2
and Amendment No. 3 to the Original Merger Agreement were filed as Exhibits to
Netro's quarterly report on Form 10-Q filed on August 14, 2003 and are
incorporated by reference in their entirety herein. The information incorporated
by reference is considered to be a part of this current report on Form 8-K,
except for any information that is superseded or modified by information
included directly herein.
In the Merger, each outstanding share of Netro common stock was converted
into the right to receive 0.104727 shares of SR Telecom common stock, with
fractions of shares over 0.5 rounded up to one whole share and no fractional
shares being issued. Holders of shares of Netro common stock at the effective
time of the merger will also receive an aggregate of US$100 million cash
dividend equivalent to US$2.523554 per share. As a result of the Merger, SR
Telecom owns 100% of the shares of Netro common stock outstanding on September
4, 2003. Outstanding options to purchase shares of Netro common stock not
exercised prior to effective time of the Merger were terminated.
In the Merger and pursuant to the terms of the Agreement, the directors of
Netro prior to the Merger resigned and were replaced by the directors of Norway.
Following the closing of the Merger and pursuant to the terms of the Agreement,
the board of directors of SR Telecom will take all actions necessary such that
one member of Netro's board of directors, designated by Netro and reasonably
acceptable to SR Telecom, shall be appointed to the board of directors of SR
Telecom.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated September 4, 2003 announcing the completion of SR
Telecom's acquisition of Netro.
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: September 4, 2003 By: /s/ David L. Adams
----------------------------
David L. Adams
Vice President and Secretary
Exhibit Index
99.1 Press Release dated September 4, 2003.