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As filed with the Securities and Exchange Commission on August 6, 1999
Total Number of Pages - 4
Index to Exhibits at Page - 4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NETRO CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
California 77-0395029
(State of incorporation or organization) (IRS Employer
Identification No.)
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<S> <C>
3860 N. First Street, San Jose, CA 95134
(Address of principal executive offices) (Zip Code)
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<S> <C>
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section
of the Exchange Act and is effective 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
check the following box. [ ] check the following box. [X]
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Securities Act registration statement file number to which this form relates:
333-81325 (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
Incorporated by reference to the information set forth under the caption
"Description of Capital Stock" in the Registrant's Registration Statement on
Form S-1 (SEC File No. 333-81325) (the "Form S-1 Registration Statement").
Item 2. Exhibits
The following exhibits are filed as a part of this Registration
Statement:
1.* Specimen certificate for Registrant's Common Stock --
incorporated herein by reference to Exhibit 4.1 to the Form S-1
Registration Statement.
2. Amended and Restated Articles of Incorporation of the Registrant
- incorporated herein by reference to Exhibit 3.1 to the Form
S-1 Registration Statement.
3. Bylaws of the Registrant, and amendments - incorporated herein
by reference to Exhibit 3.2 to the Form S-1 Registration
Statement.
4. Form of Amended and Restated Articles of Incorporation of the
Registrant, to be filed and effective upon completion of this
offering - incorporated herein by reference to Exhibit 3.3 to
the Form S-1 Registration Statement.
5. Form of Amended and Restated Bylaws of the Registrant, to be
effective upon completion of this offering - incorporated herein
by reference to Exhibit 3.4 to the Form S-1 Registration
Statement.
6. Special Rights Agreement between Registrant and Italtel s.p.a. -
incorporated herein by reference to Exhibit 10.8.3 to the Form
S-1 Registration Statement.
7. Amended and Restated Rights Agreement by and among Registrant and
certain of its shareholders, dated June 21, 1999 - incorporated
herein by reference to Exhibit 10.14 to the Form S-1 Registration
Statement.
* To be filed by amendment.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: August 6, 1999 NETRO CORPORATION
By: /s/ Gideon Ben-Efraim
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GIDEON BEN-EFRAIM, President and CEO
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INDEX TO EXHIBITS
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Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<S> <C> <C>
1.* Specimen certificate for Registrant's Common Stock -- Incorporated
incorporated herein by reference to Exhibit 4.1 to the Form S-1 by reference
Registration Statement.
2. Amended and Restated Articles of Incorporation of the Registrant Incorporated
- incorporated herein by reference to Exhibit 3.1 to the Form by reference
S-1 Registration Statement.
3. Bylaws of the Registrant, and amendments - incorporated herein Incorporated
by reference to Exhibit 3.2 to the Form S-1 Registration by reference
Statement.
4. Form of Amended and Restated Articles of Incorporation of the Incorporated
Registrant, to be filed and effective upon completion of this by reference
offering - incorporated herein by reference to Exhibit 3.3 to
the Form S-1 Registration Statement.
5. Form of Amended and Restated Bylaws of the Registrant, to be Incorporated
effective upon completion of this offering - incorporated herein by reference
by reference to Exhibit 3.4 to the Form S-1 Registration
Statement.
6. Special Rights Agreement between Registrant and Italtel s.p.a. - Incorporated
incorporated herein by reference to Exhibit 10.8.3 to the Form by reference
S-1 Registration Statement.
7. Amended and Restated Rights Agreement by and among Registrant and Incorporated
certain of its shareholders, dated June 21, 1999 - incorporated by reference
herein by reference to Exhibit 10.14 to the Form S-1 Registration
Statement.
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* To be filed by amendment.
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