8-K

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)		May 5, 2003
Netro Corporation
(Exact name of Registrant as Specified in Charter)
Delaware	000-26963	77-0395029
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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 5. Other Events and Required FD Disclosure.

     On May 5, 2003, after receiving the necessary board authorization, Netro and SR Telecom agreed to an amendment no. 1 to the Agreement and Plan of Merger dated as of March 27, 2003 by and among Netro Corporation, SR Telecom Inc. and Norway Acquisition Corporation. The amendment changes the form o f merger consideration. The original agreement called for SR Telecom to issue American Depositary Shares (ADSs) representing 41.5 million shares of SR Telecom common stock as merger consideration. The amendment changes the consideration from ADSs to shares, such that the consideration consists of 41.5 million shares of SR Telecom common stock.

     This description of amendment no. 1 dated as of May 5, 2003 to the Agreement and Plan of Merger dated as of March 27, 2003 does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment no. 1 incorporated by reference as Exhibit 2.1 to this periodic report on Form 8-K.

     Also, Shlomo Yariv, our chief operating officer, has recently announced his intention to retire from Netro effective May 16, 2003. Mr. Yariv has been an important part of Netro’s management team and his departure may have a material negative effect on our business.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This periodic report on Form 8-K contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the future performance of Netro. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from the forward-looking statements contained in this current report is included in Netro’s annual report on Form 10-K for the fiscal year ended December 31, 2002 and other filings with the Securities and Exchange Commission. The Company expressly disclaims any responsibility to update any projections contained herein.

Item 7. Financial Statements and Exhibits

2.1 Amendment No. 1 dated as of May 5, 2003 to the Agreement and Plan of Merger dated as of March 27, 2003 by and among Netro Corporation, SR Telecom Inc. and Norway Acquisition Corporation.

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: May 12, 2003	By:	/s/ Sanjay Khare
		Sanjay Khare Vice President and Chief Financial Officer

Exhibit Index

2.1 Amendment No. 1 dated as of May 5, 2003 to the Agreement and Plan of Merger dated as of March 27, 2003 by and among Netro Corporation, SR Telecom Inc. and Norway Acquisition Corporation.

EX-99.1

Exhibit 2.1

AMENDMENT NO. 1

DATED AS OF MAY 5, 2003

TO

AGREEMENT AND PLAN OF MERGER

DATED AS OF MARCH 27, 2003

BY AND AMONG

NETRO CORPORATION,

SR TELECOM INC.

AND

NORWAY ACQUISITION CORPORATION

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

AMENDMENT NO. 1 dated as of May 5, 2003 (this “Amendment”) to the Agreement and Plan of Merger, dated as of March 27, 2003 (the “Agreement”), by and among Netro Corporation, a Delaware corporation, SR Telecom Inc. (“Parent”), a corporation organized under the Canadian Business Corporations Act, and Norway Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent.

RECITALS

WHEREAS, pursuant to Section 11.03 of the Agreement, the parties to the Agreement desire to amend the Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained in this Amendment and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:

AGREEMENT

SECTION 1. Defined Terms; References. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Agreement shall, after this Amendment becomes effective, refer to the Agreement as amended by this Amendment.

SECTION 2. Amendments to the Agreement. The Agreement shall be amended as follows:

(a)	The third recital of the Agreement is hereby deleted in its entirety and replaced with the following:
		WHEREAS, pursuant to the Merger, all of the issued and outstanding shares of Company Stock (as defined herein) shall be converted into the right to receive consideration in the form of shares of Parent Stock (as defined herein).
(b)	The following cross-references set forth in Section 1.01(b) of the Agreement are hereby deleted: “ADSs,” “ADS Registration Statement” and “Registration Statements”.
(c)	Section 2.02(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

		(a) except as otherwise provided in Sections 2.02(b) and 2.05, each share of Company Stock (along with each Right attached thereto) outstanding immediately prior to the Effective Time, shall be automatically converted into the right to receive the number of shares of Parent Stock equal to a fraction, the numerator of which is 41,500,000 and the denominator of which is the number of shares of Company Stock outstanding immediately prior to the Effective Time (the “Merger Consideration”); provided, that, in lieu of issuing any fractional share of Parent Stock to any holder (after aggregating all fractional shares of Parent Stock that otherwise would be received by such holder), the number of shares of Parent Stock issuable to such holder shall be rounded to the nearest whole number, with any fraction equal to or greater than one-half rounded up to the next succeeding whole number;
(d)	The phrase “in respect of the ADSs” in the first sentence of Section 2.02(d) of the Agreement is hereby deleted.
(e)	The word “ADSs” in each of Section 2.03(b), Section 4.05(b) and Section 8.10(b) of the Agreement is hereby deleted and replaced with the phrase “shares of Parent Stock”.
(f)	The phrase “ADSs or” in the penultimate sentence of Section 2.03(e) of the Agreement is hereby deleted.
(g)	Section 4.09(b) of the Agreement is hereby amended by (i) replacing the phrase “Registration Statements” with the phrase “Parent Stock Registration Statement” and (ii) replacing the phrase “each Registration Statement” with the phrase “the Parent Stock Registration Statement”.
(h)	Section 5.02(a) of the Agreement is hereby amended by adding the following phrase to the end of the first sentence (before the period):
		, except for stockholder approval required in connection with any reverse stock split of Parent Stock necessary to obtain quotation on Nasdaq.
(i)	Section 5.03(iii) is hereby deleted in its entirety and replaced with the following:
(ii)		(iii) the filing and effectiveness of the Parent Stock Registration Statement and of a registration statement on Form 8-A with respect to the Parent Stock under the 1934 Act (the “1934 Act Registration Statement”) and compliance with any other applicable securities laws or takeover laws, whether state or foreign,
(j)	The first two sentences of Section 5.09(b) of the Agreement are hereby deleted in their entirety and replaced with the following:

		(b) The registration statement of Parent on Form F-4 to be filed with the SEC with respect to the offering of Parent Stock in connection with the Merger (the “Parent Stock Registration Statement”) and any amendments or supplements thereto, when filed, will comply as to form in all material respects with the requirements of the 1933 Act. At the time the Parent Stock Registration Statement or any amendment or supplement thereto becomes effective and at the Effective Time, such Parent Stock Registration Statement, as amended or supplemented, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading
(k)	The phrase “Registration Statements” in Section 5.09(b), Section 8.02, Section 8.10, Section 9.01(d) and Section 11.04(a) of the Agreement is hereby deleted and replaced with the phrase “Parent Stock Registration Statement”.
(l)	The proviso set forth immediately after Section 7.01(b) of the Agreement is amended to add the following further proviso to the end of such proviso:
		; and provided, further, that nothing in this Agreement shall prohibit (or be deemed to cause any representation or warranty of the Parent, including, without limitation, the representation set forth in Section 5.10(b) to become untrue) the Parent from declaring or effecting a reverse stock split of the shares of Parent Stock so as to effectuate the quotation of the shares of Parent Stock on Nasdaq.
(m)	Section 7.04 of the Agreement is hereby deleted in its entirety and replaced with the following:
		Parent shall use its commercially reasonable efforts (i) to hold, if necessary, a special meeting of Parent stockholders for the purpose of approving the reverse stock split of the shares of Parent Stock so as to effectuate the quotation of the shares of Parent Stock on Nasdaq, (ii) to solicit from its stockholders proxies in favor of the approval of the reverse stock split, as applicable, and (iii) to cause the shares of Parent Stock to be issued in connection with the Merger to be approved for quotation on Nasdaq and to be listed on the TSX, subject to, in the case of Nasdaq, official notice of issuance.
(n)	The phrase “and the ADS Registration Statement” in the first sentence of Section 8.10(a) of the Agreement is hereby deleted.
(o)	The text of Section 9.01(e) of the Agreement is hereby deleted in its entirety and replaced with the following:

		the shares of Parent Stock to be issued in the Merger shall have been approved for quotation on Nasdaq and shall have been reserved for listing on the TSX, subject in the case of Nasdaq, to official notice of issuance, and such shares of Parent Stock shall be freely tradable under the Canadian Securities Laws (to the extent that such shares are not holdings out of a “control block” as defined thereunder);
(p)	The phrase “Section 11.01(b)(ii)(x) or (y)” in the first sentence of Section 11.04(b)(iii) of the Agreement is hereby deleted and replaced with the phrase “Section 11.04(b)(ii)(x) or (y)”.

     SECTION 3. Representations of Each Party. Each party represents and warrants that (i) the execution, delivery and performance of this Amendment by such party have been duly authorized by all necessary corporate action and (ii) this Amendment constitutes a valid and binding agreement of such party.

     SECTION 4. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof

     SECTION 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable conflict of law principles.

SECTION 6. Counterparts; Effectiveness. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

SECTION 7. Severability. If any term or other provision of this Amendment is invalid, illegal or unenforceable, all other provisions of this Amendment shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

NETRO CORPORATION
By:	/s/ Sanjay K. Khare
	Name: Sanjay K. Khare
	Title: Chief Financial Officer
SR TELECOM INC.
By:	/s/ Pierre St-Arnaud
	Name: Pierre St-Arnaud
	Title: Director, President and Chief Executive Officer
By:	/s/ David L. Adams
	Name: David L. Adams
	Title: Vice-President and Chief Financial Officer
NORWAY ACQUISITION CORPORATION
By:	/s/ Pierre St-Arnaud
	Name: Pierre St-Arnaud Title: Director, President and Chief Executive Officer
By:	/s/ David L. Adams
	Name: David L. Adams Title: Vice-President and Chief Financial Officer