-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LuniB4i38ZTt+D0szj2GKs9WPplScjj6WO16Ntktnf9hyOk24fqC8rxG3kK8bTjb BOh1qz2l/0iKarH1T72fKw== 0001091818-02-000217.txt : 20020513 0001091818-02-000217.hdr.sgml : 20020513 ACCESSION NUMBER: 0001091818-02-000217 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020513 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETRO CORP CENTRAL INDEX KEY: 0001087779 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 770569424 STATE OF INCORPORATION: CA FISCAL YEAR END: 1201 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26963 FILM NUMBER: 02643240 BUSINESS ADDRESS: STREET 1: 3860 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134-1702 BUSINESS PHONE: 4082161500 MAIL ADDRESS: STREET 1: 3860 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134-1702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COATES C ROBERT CENTRAL INDEX KEY: 0001168232 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 100 FIELD DRIVE STREET 2: SUITE 130 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 8002950841 (X220) DFAN14A 1 robert-coates020513_dfan14a.txt PROXY INFORMATION 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 13, 2002 (These materials are intended to be released to one or more shareholders, inconjunction with the previously supplied Definitive Proxy Statement currently on file, on or about April 05, 2002) ============================================== MAJOR SHAREHOLDER WILL ASK THE SEC TO REVIEW NETRO'S 2001 ELECTION RESULTS AND PROXY MATERIALS In an effort to ensure the fairness of this year's 2002 election for directors, C. Robert ("Bob") Coates will ask the SEC to review Netro's 2001 election results. Robert Coates said, "Last year Netro Corporation (NASDAQ: NTRO) mailed a proxy statement to its shareholders containing a proposal to change the company's state of incorporation from California to Delaware. This proposal served to entrench the incumbent CEO and directors, making it very difficult to replace them no matter how unsatisfactory their performance. We are very concerned that Netro's CEO and directors are using the same techniques in this year's election as last year. Last year's proposals faced no organized opposition, unlike this year when Robert Coates and David Kennedy oppose two incumbent directors. We have documented that the 2001 proxy materials that Netro directors provided to shareholders were marred by misleading and incomplete disclosure regarding the reasons for the incorporation, the anti-takeover measures, the poison pill and Delaware law. The shareholders did not respond to the directors' proposal with enthusiasm, even given the misleading and incomplete disclosure in the proxy materials. Management and its proxy solicitation firm had to make at least two additional mailings stressing the importance of the vote. Even with all of these efforts, it appears that there were still not enough votes to pass management's proposal. So what did they do? According to Netro's 10-Q filed on August 14, 2001, the directors adjourned the annual meeting until the next day. We believe that the directors did this for the express purpose of gathering additional votes so that they could claim that their proposal had been approved by a majority of shares. According to Netro's 10-Q, the margin of victory for the directors was less than 1%, even with the extra day the directors gave themselves. We are challenging the vote in the Delaware court because we believe invalid proxies were counted. It didn't take very long after last year's election for the directors to take the next step towards entrenching themselves in power. On July 17, 2001, the directors adopted a misnamed Stockholder Rights Plan--actually a poison pill. The poison pill provides that any agreement, arrangement or understanding among the holders of more than 15% of Netro's stock relating to the voting of Netro stock may trigger this pill. In violation of Delaware law and the company's own certificate and by-laws, Netro contends that the poison pill precludes shareholders from even requesting and taking action at a special meeting of shareholders. By asking the SEC to review the events surrounding last year's annual meeting and election last year, we hope to achieve two goals. The first is to put Netro's directors on notice that we want a fair election on May 21. The second is to overturn the restrictions placed on shareholders maximizing the value of their shares and voting their shares." -----END PRIVACY-ENHANCED MESSAGE-----