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As filed with the Securities and Exchange Commission on February 29, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NETRO CORPORATION, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C>
CALIFORNIA 77-0395029
(State of incorporation) (I.R.S. Employer Identification No.)
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3860 N. FIRST STREET
SAN JOSE, CALIFORNIA 95134
(Address of principal executive offices)
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1996 STOCK OPTION PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
2000 NON-EXECUTIVE STOCK OPTION PLAN
(Full title of the Plans)
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MICHAEL T. EVERETT
CHIEF FINANCIAL OFFICER AND EXECUTIVE VICE PRESIDENT
NETRO CORPORATION, INC.
3860 N. FIRST STREET
SAN JOSE, CA 95134
(408) 216-1500
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
Tae Hea Nahm
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Maximum Amount to Offering Price Aggregate Registration
Title of Securities to be Registered be Registered(1) Per Share Offering Price Fee
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2000 NON-EXECUTIVE STOCK OPTION PLAN
Common Stock, $0.001 par value...... 2,000,000 shares $34.719(2) $69,437,500.00 $18,331.50
1996 STOCK OPTION PLAN
Common Stock, $0.001 par value...... 3,000,000 shares $34.719(2) $104,156,250.00 $27,497.25
1999 EMPLOYEE STOCK PURCHASE PLAN
Common Stock, $0.001 par value...... 1,000,000 shares $29.511(3) $29,510,937.50 $7,790.89
TOTAL 6,000,000 shares $203,104,687.50 $53,619.64
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans being registered
pursuant to this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of Common Stock.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. The computation
is based upon the average of the high and low prices reported in the
consolidated reporting system by The Nasdaq Stock Market as of February 23,
2000.
(3) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. The computation
is based on the average of the high and low prices reported in the
consolidated reporting system by The Nasdaq Stock Market as of February 23,
2000, multiplied by 85%, which is the percentage of the trading purchase
price applicable to purchases under the referenced Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference:
(a) The Registrant's Form S-1 Registration Statement under the Securities
Act of 1933 filed on February 18, 2000, which contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registration
Statement referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934 on August 6, 1999, including
any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the legality of the issuance of the
common stock registered hereby will be passed upon for the Registrant by Venture
Law Group in Menlo Park, California. As of the date of this Registration
Statement, attorneys of Venture Law Group and an investment partnership
controlled by Venture Law Group beneficially own an aggregate of 145,453 shares
and options for 25,000 shares of the Registrant's common stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation reduces the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under California law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
California Corporations Code. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
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Exhibit No.
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5.1 Opinion of Venture Law Group, a Professional Corporation
(see p. 7).
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Independent Public Accountants (see p. 8).
24.1 Powers of Attorney (see p. 6).
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Item 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
(2) that, for purposes of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as the indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
[Signature Pages Follow]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
NETRO CORPORATION, INC., a corporation organized and existing under the laws of
the State of California, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Jose, State of California, on this
February 28, 2000.
NETRO CORPORATION, INC.
By: /s/ Michael T. Everett
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Michael T. Everett
Chief Financial Officer and
Executive Vice President
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gideon Ben-Efraim and Michael T. Everett,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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/s/ Gideon Ben-Efraim President and Chief Executive Officer February 28, 2000
- ------------------------------ (Principal Executive Officer) and
Gideon Ben-Efraim Director
/s/ Michael T. Everett Chief Financial Officer and Executive February 28, 2000
- ------------------------------ Vice President (Principal Financial
Michael T. Everett and Accounting Officer)
/s/ Richard Moley Director February 28, 2000
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Richard Moley
/s/ Thomas R. Baruch Director February 28, 2000
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Thomas R. Baruch
/s/ Neal Douglas Director February 24, 2000
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Neal Douglas
/s/ Irwin Federman Director February 28, 2000
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Irwin Federman
/s/ John Walecka Director February 28, 2000
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John Walecka
/s/ Robert Wynne Director February , 2000
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Robert Wynne
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INDEX TO EXHIBITS
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Exhibit No. Page No.
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5.1 Opinion of Venture Law Group, a Professional Corporation
(see p. 7). 7
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1). 7
23.2 Consent of Independent Public Accountants (see p. 8). 8
24.1 Powers of Attorney (see p. 6). 6
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EXHIBIT 5.1
February 28, 2000
NETRO CORPORATION, INC.
3860 N. First Street
San Jose, CA 94402
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") filed by you with the Securities and Exchange Commission (the
"Commission") on or about February 28, 2000 in connection with the registration
under the Securities Act of 1933, as amended, of a total of 6,000,000 shares of
your Common Stock reserved for issuance under the 2000 Non-Executive Stock
Option Plan, the 1996 Stock Option Plan and the 1999 Employee Stock Purchase
Plan (the "Shares"). As your counsel in connection with this transaction, we
have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale and issuance of the
Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement will be legally and validly issued,
fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
/s/ Venture Law Group
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VENTURE LAW GROUP
A Professional Corporation
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
January 24, 2000 included in NETRO CORPORATION, INC.'s Registration Statement
No. 333-30738 on Form S-1.
/s/ ARTHUR ANDERSEN LLP
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San Jose, California
February 25, 2000
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