UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NETRO CORPORATION
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
64114R109
(CUSIP Number)
David L. Adams
Chief Financial Officer
SR Telecom Inc.
8150 Trans-Canada Highway
Montreal, Quebec, Canada H4S 1M5
with a copy to:
Ronald A. Fleming, Jr., Esq.
Pillsbury Winthrop LLP
One Battery Park Plaza
New York, NY 10004-1490
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 27, 2003
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: / /
SCHEDULE 13D
CUSIP NO. 64114R109 Page 2 of 14
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
SR Telecom Inc. I.R.S. I.D. N/A
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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NUMBER OF 7. SOLE VOTING POWER
SHARES 5,591,364
BENEFICIALLY
OWNED BY ---------------------------------------------------------------
EACH PERSON 8. SHARED VOTING POWER
WITH 0
---------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,591,364
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
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14. TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 64114R109 Page 3 of 14
Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission by SR Telecom Inc. that it is the beneficial
owner of any of the Common Stock of Netro Corporation referred to herein for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or for any other purpose, and such beneficial ownership is
expressly disclaimed.
Item 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock, $0.001 par
value per share (the "Issuer Common Stock"), of Netro Corporation, a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 3860 North First Street, San Jose, CA 95134
Item 2. IDENTITY AND BACKGROUND.
(a) The name of the person filing this statement is SR Telecom Inc.,
a corporation organized under the Canada Business Corporations
Act ("SR Telecom").
(b) The address of the principal executive offices and principal
business of SR Telecom is 8150 Trans-Canada Highway, Montreal,
Quebec, Canada H4S 1M5.
(c) SR Telecom is a global provider of fixed wireless access
solutions. Set forth in Schedule A is the name and present
principal occupation or employment, including the name, principal
business and address of any corporation or other organization in
which such employment is conducted, of each of SR Telecom's
directors and executive officers as of the date hereof.
(d) During the past five years, neither SR Telecom nor, to SR
Telecom's knowledge, any person named in Schedule A has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the past five years, neither SR Telecom nor, to SR
Telecom's knowledge, any person named in Schedule A was a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to,
Federal or State securities laws or finding any violation with
respect to such laws.
(f) Each executive officer and director of SR Telecom is a citizen of
Canada.
SCHEDULE 13D
CUSIP NO. 64114R109 Page 4 of 14
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 27, 2003, SR Telecom, Norway Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of SR Telecom ("Merger Sub"), and the
Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement").
The Merger Agreement provides for the merger of Merger Sub with and into the
Issuer, with the Issuer becoming a wholly-owned subsidiary of SR Telecom (the
"Merger"). Completion of the Merger is subject to satisfaction of certain
conditions, including the approval of the stockholders of the Issuer at a
special meeting to be held as soon as reasonably practicable and the expiration
of antitrust regulatory waiting periods.
As an inducement for SR Telecom to enter into the Merger Agreement and in
consideration thereof, each of the directors and certain officers of the Issuer
set forth on Schedule B (the "Voting Agreement Stockholders") entered into
separate Company Voting Agreements with SR Telecom (collectively, the "Voting
Agreements"). Pursuant to the Voting Agreements, each Voting Agreement
Stockholder agreed to vote the shares of Issuer Common Stock beneficially owned
by him or her in favor of the approval and adoption of the Merger Agreement and
approval of the Merger and against any competing transactions that may arise. SR
Telecom did not pay additional consideration to any Voting Agreement Stockholder
in connection with the execution and delivery of the Voting Agreements.
Item 4. PURPOSE OF TRANSACTION.
(a) - (b) As described in Item 3 above, this statement relates to the
merger of Merger Sub, a wholly-owned subsidiary of SR Telecom, with and into the
Issuer. At the effective time of the Merger, the separate existence of Merger
Sub will cease and the Issuer will continue as the surviving corporation and as
a wholly-owned subsidiary of SR Telecom. Each holder of outstanding Issuer
Common Stock will receive, in exchange for each share of Issuer Common Stock
held by them immediately prior to the Merger, the number of American Depositary
Shares ("ADSs") representing shares of SR Telecom stock equal to a fraction
(rounded to the nearest whole number, with any fraction equal to or higher than
one-half rounded up to the next succeeding whole number), the numerator of which
is 41,500,000 and the denominator of which is the number of shares of Issuer
Common Stock outstanding immediately prior to the effective time of the Merger.
As of the effective time of the Merger, each outstanding option to purchase
shares of Issuer Common Stock under any stock option or compensation plan or
arrangement of the Issuer, whether or not exercised or vested, shall be
terminated and no consent of any holder of any stock option or any employee
shall be required under any Issuer stock option or compensation plan or other
arrangement of the Issuer for such termination.
Pursuant to the Voting Agreements, each Voting Agreement Stockholder has
(1) agreed not to (a) transfer any of the Issuer Common Stock beneficially
owned, except for transfers under a Voting Agreement Stockholder's will or
pursuant to the laws of descent and distribution, or any transfer to an
immediate family member or a family trust for the benefit of immediate family
SCHEDULE 13D
CUSIP NO. 64114R109 Page 5 of 14
member(s) so long as the transferee (i) executes a counterpart of the Voting
Agreement and (ii) agrees in writing to hold such Issuer Common Stock
beneficially owned subject to all of the terms and provisions of the Voting
Agreement, (b) deposit any of the Issuer Common Stock beneficially owned by such
Voting Agreement Stockholder in a voting trust or grant any proxy or enter into
any voting or similar agreement in contravention of the obligations of such
Voting Agreement Stockholder under the Voting Agreement or (c) take any action
that would make any representation or warranty contained in the Voting Agreement
untrue or incorrect or that would in any way restrain, limit or interfere with
the performance of the Voting Agreement Stockholder's obligations under the
Voting Agreement or the transactions contemplated thereby and by the Merger
Agreement, (2) agreed to appear, or cause the holder of record to appear, for
the purpose of obtaining a quorum at any annual or special meeting of the
stockholders of the Issuer and to vote in favor of approval and adoption of the
Merger Agreement, (3) agreed to vote against (a) any Acquisition Proposal (as
defined in the Merger Agreement), (b) any dissolution, liquidation or winding up
of the Issuer and (c) any amendment of the certificate of incorporation or
bylaws of the Issuer or any other proposal or transaction involving the Issuer
that would (i) in any manner impede, frustrate, delay, prevent, nullify or
adversely affect any transaction contemplated by the Merger Agreement (including
the Merger) or the likelihood of consummation thereof, (ii) result in a breach
of any covenant, representation or warranty or any other obligation or agreement
of the Issuer under the Merger Agreement or (iii) result in any of the
conditions to the Issuer's or SR Telecom's obligations under the Merger
Agreement not being fulfilled and (4) delivered an irrevocable proxy, coupled
with an interest, appointing the members of the board of directors of SR Telecom
and each of them, or any other designee of SR Telecom, attorneys-in-fact and
proxies, to vote as described above at every meeting of stockholders of the
Issuer and in every written consent in lieu of such meeting, and to demand that
the board of directors of the Issuer call a special meeting of stockholders for
the purpose of considering any action related to the Merger Agreement.
The Voting Agreements and the related proxies terminate upon the earlier to
occur of (1) the date upon which the Merger Agreement is terminated in
accordance with its terms and (2) the effective time of the Merger.
The Voting Agreement with Gideon Ben-Efraim contains certain
provisions, including regarding its effect on existing employment or change
of control provisions, and termination, not contained in the other Voting
Agreements.
The foregoing rights granted to SR Telecom pursuant to the terms of the
Voting Agreements and the related proxies are referred to herein as the "Voting
Rights." Other than as set forth above, neither SR Telecom nor, to SR Telecom's
knowledge, any of the persons set forth on Schedule A have any right or power to
vote, direct the voting of, dispose of or direct the disposition of the Issuer
Common Stock reported on this statement.
The summaries of the Merger Agreement, the Voting Agreements and the
related proxies set forth in Items 3 and 4 herein are qualified in their
entirety by reference to the copies thereof included as exhibits to this
statement and incorporated herein in their entirety by reference.
(c) Not applicable.
SCHEDULE 13D
CUSIP NO. 64114R109 Page 6 of 14
(d) Upon completion of the Merger, the directors of the surviving
corporation will be the directors of Merger Sub at the effective time of the
Merger. The officers of the surviving corporation will be the officers of Merger
Sub at the effective time of the Merger. The Merger Agreement provides that the
board of directors of SR Telecom will take all actions necessary such that one
member of the Issuer's board of directors, designated by the Issuer and
reasonably acceptable to SR Telecom, shall be appointed to SR Telecom's Board of
Directors with a term expiring at the next annual meeting of SR Telecom's
stockholders following the effective time of the Merger and shall include such
person in the slate of nominees recommended by SR Telecom's board of directors
to the stockholders of SR Telecom at such annual meeting.
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Not applicable.
(g) Upon completion of the Merger, the certificate of incorporation of the
Issuer will be amended to be the same as the certificate of incorporation of
Merger Sub (except that the name of the surviving corporation will be Netro
Corporation) until thereafter amended in accordance with applicable law. Upon
completion of the Merger, the bylaws of Merger Sub as in effect at the effective
time of the Merger will be the bylaws of the surviving corporation until
thereafter amended in accordance with applicable law.
(h) - (i) If the Merger is consummated pursuant to the Merger Agreement,
the Issuer Common Stock will be deregistered under the Exchange Act and delisted
from the Nasdaq National Market.
(j) Other than described in this Item 4, neither SR Telecom nor, to SR
Telecom's knowledge, any person named in Schedule A currently has any plan or
proposals which relate to, or may result in, any of the matters listed in Items
4(a) - (i) of Schedule 13D (although SR Telecom reserves the right to develop
such plans).
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As a result of the Voting Rights, SR Telecom may be deemed to
beneficially own an aggregate of 5,591,364 shares of Issuer Common Stock
(including options providing the right to acquire 2,193,240 shares of Issuer
Common Stock that have vested or will vest within 60 days from the date of the
Voting Agreements and excluding options providing the right to acquire 1,495,845
shares of Issuer Common Stock scheduled to vest thereafter), representing
approximately 13.7% of the shares of Issuer Common Stock outstanding on March
27, 2003 as represented by the Issuer in the Merger Agreement.
(b) As a result of the Voting Rights, with respect to such matters, SR
Telecom has the sole power to vote or direct the vote of (and, as a result, may
be deemed to beneficially own) 5,591,364 shares of Issuer Common Stock(including
options providing the right to acquire
SCHEDULE 13D
CUSIP NO. 64114R109 Page 7 of 14
2,193,240 shares of Issuer Common Stock that have vested or will vest within 60
days from the date of the Voting Agreements and excluding options providing the
right to acquire 1,495,845 shares of Issuer Common Stock scheduled to vest
thereafter), representing approximately 13.7% of the shares of Issuer Common
Stock outstanding on March 27, 2003 as represented by the Issuer in the Merger
Agreement. To SR Telecom's knowledge, no shares of Issuer Common Stock are
beneficially owned by any of the persons named in Schedule A.
(c) Except as described in Items 3 and 4, neither SR Telecom nor, to the
knowledge of SR Telecom, any person named in Schedule A has effected any
transaction in the Issuer Common Stock during the past 60 days.
(d) Other than with respect to the Voting Rights, neither SR Telecom nor,
to the knowledge of SR Telecom, any of the persons named in Schedule A possesses
any powers, rights or privileges with respect to the Issuer Common Stock. All
other powers, rights and privileges with respect to the Issuer Common Stock
remain with the Voting Agreement Stockholders, including but not limited to the
right to receive, or the power to direct, the receipt of dividends from, or the
proceeds from the sale of such shares of Issuer Common Stock.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than the Merger Agreement, the Voting Agreements and the related
proxies as described herein, neither SR Telecom nor, to the knowledge of SR
Telecom, any of the persons named in Schedule A is a party to any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
persons with respect to any securities of the Issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
1. Agreement and Plan of Merger, dated as of March 27, 2003, by
and among SR Telecom Inc., a corporation organized under the
Canada Business Corporations Act, Norway Acquisition
Corporation, a Delaware corporation and wholly-owned
subsidiary of SR Telecom Inc., and Netro Corporation, a
Delaware corporation. (Incorporated by reference to Exhibit
2.1 to the Form 8-K filed by Netro Corporation on March 27,
2003.)
SCHEDULE 13D
CUSIP NO. 64114R109 Page 8 of 14
2. Form of Company Voting Agreement, entered into as of March
27, 2003, by and between SR Telecom Inc., a corporation
organized under the Canada Business Corporations Act and
certain stockholders of Netro Corporation, a Delaware
corporation.
3. Form of Company Voting Agreement, entered into as of
March 27, 2003, by and between SR Telecom Inc. and Gideon
Ben-Efraim.
SCHEDULE 13D
CUSIP NO. 64114R109 Page 9 of 14
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: April 4, 2003
SR TELECOM INC.
By: /s/ David L. Adams
---------------------------
David L. Adams
Vice President, Finance and
Chief Financial Officer
SCHEDULE 13D
CUSIP NO. 64114R109 Page 10 of 14
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
SR TELECOM INC.
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of SR
Telecom Inc. The entry "Same" in the Principal Occupation and Business Address
column indicates that that person's principal occupation is the same as his or
her position at SR Telecom Inc. and his or her business address is the same as
that of SR Telecom Inc. (i.e., 8150 Trans-Canada Highway Montreal, Quebec,
Canada H4S 1M5.
NAME AND POSITION WITH SR PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
TELECOM
John C. Charles Managing Director
Director LeBlanc & Royle Enterprises Inc.
75 Navy Street, Suite 300
Oakville, ON L6J 2Z1
Canada
Constance L. Crosby Partner
Director Byrne, Crosby
8 King Street East, suite 1600
Toronto, ON M5C 1B5
Canada
J.V. Raymond Cyr Chairman of the Board
Director Polyvalor Inc.
1050 Cote du Beaver Hall
19e etage
Montreal, QC H2Z 1S4
Canada
Paul A. Dickie Managing Director
Chairman of the Board LeBlanc & Royle Enterprises Inc.
75 Navy Street, Suite 300
Oakville, ON L6J 2Z1
Canada
SCHEDULE 13D
CUSIP NO. 64114R109 Page 11 of 14
Francis Fox President, Quebec and Eastern Canada
Director Rogers Wireless Inc.
34e etage
Place de la Cathedrale
600, boul. De Maisonneuve O.
Montreal, QC H3A 3J2
Canada
Lionel P. Hurtubise Chairman of the Board
Director Ericsson Canada Inc.
8400, boul. Decarie
Montreal, Quebec
H4P 2N2
Canada
Paul E. Labbe Corporate Director and Consultant
Director 216 Avenue Clemow
Ottawa, ON K1S 2B6
Canada
Nancy McGee Corporate Director and Consultant
Director LeBlanc & Royle Enterprises Inc.
75 Navy Street, Suite 300
Oakville, ON L6J 2Z1
Canada
Pierre St-Arnaud Same
President and Chief Executive
Officer
David L. Adams Same
Vice-President, Finance and
Chief Financial Officer
Marie-France Desnoyers Same
Vice-President,
Human Resources
Claude Giguere Same
Senior Vice-President, Sales
Wido Hoville Same
Vice-President, International
Business Development
SCHEDULE 13D
CUSIP NO. 64114R109 Page 12 of 14
Albert Israel Same
Vice-President, Engineering
Allan Klein Same
Vice-President, Technology
Michael J. Morris Same
Senior Vice-President,
Strategic Development
SCHEDULE 13D
CUSIP NO. 64114R109 Page 13 of 14
SCHEDULE B
VOTING AGREEMENT STOCKHOLDERS
NETRO COMMON STOCK AND
OPTIONS SUBJECT TO VOTING AGREEMENTS
------------------------------------
SHARES OF
NAME COMMON STOCK STOCK OPTIONS
---- ------------ -------------
VESTED OR VESTING
WITHIN 60 DAYS UNVESTED
----------------- --------
Thomas Baruch 170,785 71,666 33,334
Gideon Ben-Efraim 2,920,561 977,500 539,585
Peter Carson 1,530 196,456 183,544
Irwin Federman 82,876 71,666 33,334
Sanjay Khare 6,803 260,331 211,669
Richard Moley 101,569 178,749 56,251
Sanford Robertson 100,000 74,165 50,835
Shlomo Yariv 4,000 350,207 349,793
Shirley Young 10,000 12,500 37,500
--------- --------- ---------
Total 3,398,124 2,193,240 1,495,845
EXHIBITS
1. Agreement and Plan of Merger, dated as of March 27, 2003, by and among SR
Telecom Inc., a corporation organized under the Canada Business
Corporations Act, Norway Acquisition Corporation, a Delaware corporation
and wholly-owned subsidiary of SR Telecom Inc., and Netro Corporation, a
Delaware corporation. (Incorporated by reference to Exhibit 2.1 to the Form
8-K filed by Netro Corporation on March 27, 2003.)
2. Form of Company Voting Agreement, entered into as of March 27, 2003, by and
between SR Telecom Inc., a corporation organized under the Canada Business
Corporations Act and certain stockholders of Netro Corporation, a Delaware
corporation.
3. Form of Company Voting Agreement, entered into as of March 27, 2003, by
and between SR Telecom Inc. and Gideon Ben-Efraim.