-----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, O5VYyhjjKlwaf7besg3iUH5DwpqgeHz1u2lAW6iV18PFiEkjAswg8yBAJ8vhmy/Z k01BXDuXKpSZnis2EKB05A== 0001091818-02-000307.txt : 20020625 0001091818-02-000307.hdr.sgml : 20020625 20020625163359 ACCESSION NUMBER: 0001091818-02-000307 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020625 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) 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: 02686651 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 DFAN14A 1 robert-coates020625_dfan14a.txt SOLICITING MATERIAL ================================================================================ 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 CORP. (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: June 25, 2002 ================================================================================ Press Release Source: C. Robert Coates DID NETRO'S DIRECTORS AND CEO MISLEAD THEIR INVESTORS ABOUT THE VOTE ON THE DIRECTORS' OPTION PLAN, ASKS C. ROBERT COATES. LAKE FOREST, Ill., June 25 -- C. Robert Coates announced today that he was notifying the Netro Board of Directors of a potential "material misstatement" and/or a "material omission" by the company's management and directors. Material misstatements and omissions come under the Securities Exchange Act of 1934 and of Rule 10(b)5 promulgated thereunder. This could open the company and its directors to a class action lawsuit on behalf of shareholders trading in reliance of the defective press release. "Our attorneys have reviewed the recent filings and press releases of the company and found them sadly lacking. The shareholders voted down the directors' option plan at the Netro annual meeting on May 21. The independent inspectors of the election hired by the company reported that the vote was 18,305,702 shares against the directors' option plan and 17,750,224 shares for the plan. Most of the votes for the plan came from the directors and their own affiliates." In a May 29, 2002 press release and a May 31 8K filing, Netro claimed that the option plan amendment had been approved by Netro's stockholders. More than a month after the annual meeting, Netro has still not announced the preliminary results that contradict its claim that the amendment was approved. Instead, Netro has delayed the final certification of the results by lodging a challenge with the inspectors. C. Robert Coates said, "These Netro directors continue to amaze me. First they boycott their own annual meeting. Then they idly look on while their stock drops to new lows and sells at an even steeper discount to its cash and book value. They could easily stop this decline and make a high return on their company's money by just buying back shares. Instead, they cause their shareholders to suffer unnecessary losses. Then they apparently intentionally mislead their investors about the results of the annual election. We can only hope that one or more of these directors some day decides to become as concerned about the shareholders they are supposed to represent as they are about their own enrichment through stock options. Would just one of them, Shirley Young, Richard Moley, Thomas Baruch, Irwin Federman, Sanford Robertson or Lewis Chakrin please take a stand for the shareholders?" Netro shareholders can call Todd Martin at the Robert Coates Group with any comments, suggestions or questions. Todd can be reached at 1-800-295-0841, extension 210. Or they can e-mail us at tmartin@rcoates.com. Source: C. Robert Coates -----END PRIVACY-ENHANCED MESSAGE-----