<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
</TABLE>
Check the appropriate box:
<TABLE>
<S> <C>
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
</TABLE>
ADAPTIVE BROADBAND CORPORATION
----------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box)
<TABLE>
<S> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) 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.
6. Amount Previously Paid:
- ---------------------------------------------------------------------
7. Form, Schedule or Registration Statement No.:
- ---------------------------------------------------------------------
8. Filing Party:
- ---------------------------------------------------------------------
9. Date Filed:
- ---------------------------------------------------------------------
</TABLE>
<PAGE>
[LOGO]
1143 Borregas Ave.
Sunnyvale, CA 94089
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 13, 2000
------------------------
TO THE STOCKHOLDERS OF ADAPTIVE BROADBAND CORPORATION:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Adaptive
Broadband Corporation, a Delaware corporation (the "Company"), will be held on
Monday, March 13, 2000 at 2:00 p.m. local time at the Company's headquarters at
1143 Borregas Avenue, Sunnyvale, California 94089 for the following purpose:
TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK
FROM 30,000,000 TO 250,000,000 SHARES.
The foregoing item of business is more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on February 9, 2000, as
the record date for the determination of stockholders entitled to notice of and
to vote at this Special Meeting and at any adjournment or postponement thereof.
BY ORDER OF THE BOARD OF DIRECTORS
[FACSIMILE SIGNATURE]
KENNETH J. WEES
SECRETARY
Sunnyvale, California
February 18, 2000
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER
OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
<PAGE>
ADAPTIVE BROADBAND CORPORATION
1143 BORREGAS AVE.
SUNNYVALE, CA 94089
------------------------
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
MARCH 13, 2000
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Adaptive Broadband Corporation, a Delaware corporation (the "Company"), for use
at a Special Meeting of Stockholders to be held on Monday, March 13, 2000, at
2:00 p.m. local time (the "Special Meeting"), or at any adjournment or
postponement thereof, for the purposes set forth herein and in the accompanying
Notice of Special Meeting. The Special Meeting will be held at the Company's
headquarters at 1143 Borregas Avenue, Sunnyvale, California 94089. The Company
intends to mail this proxy statement and accompanying proxy card on or about
February 18, 2000, to all stockholders entitled to vote at the Special Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
card and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of Common Stock beneficially owned
by others to forward to such beneficial owners. The Company may reimburse
persons representing beneficial owners of Common Stock for their costs of
forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company or, at the Company's request, Corporate Investor Communications, Inc. No
additional compensation will be paid to directors, officers or other regular
employees for such services, but Corporate Investor Communications, Inc. will be
paid its customary fee, estimated to be about $5,000, if it renders solicitation
services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on
February 9, 2000 will be entitled to notice of and to vote at the Special
Meeting. At the close of business on February 9, 2000 the Company had
outstanding and entitled to vote [16,862,969] shares of Common Stock.
Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Special Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.
<PAGE>
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's headquarters, 1143 Borregas Avenue,
Sunnyvale, California 94089, a written notice of revocation or a duly executed
proxy bearing a later date, or it may be revoked by attending the meeting and
voting in person. Attendance at the meeting will not, by itself, revoke a proxy.
STOCKHOLDER PROPOSALS
The deadline for submitting a stockholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2000 annual
meeting of stockholders pursuant to Rule 14a-8 of the Securities and Exchange
Commission is May 30, 2000. Unless a stockholder who wishes to bring a matter
before the stockholders at the Company's 2000 annual meeting of stockholders
notifies the Company of such matter prior to August 13, 2000, management will
have discretionary authority to vote all shares for which it has proxies in
opposition to such matter.
PROPOSAL
APPROVAL OF INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has adopted, subject to stockholder approval, an
amendment to the Company's Amended and Restated Certificate of Incorporation to
increase the Company's authorized number of shares of Common Stock from
30,000,000 shares to 250,000,000 shares. The Common Stock will continue to be
issued in series. The authorized number of shares of the first series of Common
Stock shall increase from 29,200,000 shares to 249,200,000 shares. All other
authorized shares of Common Stock will continue to be designated, as a group,
"Series A Junior Common Stock" and will continue to consist in the aggregate of
800,000 shares. There are no outstanding shares of Series A Junior Common Stock
and the proposed amendment does not increase the authorized number of shares
that are designated as Series A Junior Common Stock.
The additional Common Stock to be authorized by adoption of the amendment
would have rights identical to the currently outstanding Common Stock of the
Company. Adoption of the proposed amendment and issuance of the Common Stock
would not affect the rights of the holders of currently outstanding Common Stock
of the Company, except for effects incidental to increasing the number of shares
of the Company's Common Stock outstanding, such as dilution of the earnings per
share and voting rights of current holders of Common Stock. If the amendment is
adopted, it will become effective upon the filing of a Certificate of Amendment
of the Company's Amended and Restated Certificate of Incorporation in the form
attached hereto as Exhibit A with the Secretary of State of the State of
Delaware.
In addition to the [16,862,969] shares of Common Stock outstanding at
February 9, 2000, the Board has reserved an aggregate of 1,064,961 shares for
issuance upon exercise of options and rights granted under the Company's stock
option and stock purchase plans. The Board also has reserved, in connection with
the Company's Common Share Purchase Rights Plan adopted in July 1999, such
number of shares of Common Stock as shall be equal to that number of shares of
Common Stock outstanding on the date the rights under such plan become
exercisable.
There are no outstanding shares of Preferred Stock. The Board of Directors
is currently authorized, without the vote of the stockholders, to provide for
the issuance of up to 5,000,000 shares of Preferred Stock in one or more series
and, with respect to each series, to establish the number of shares, to fix the
rights, preferences and privileges of the shares within each series, to
determine the limitations on the shares within each series and to increase or
generally decrease the number of shares of each series.
2
<PAGE>
The Board desires to have such shares of Common Stock available to provide
additional flexibility to use its capital stock for business and financial
purposes in the future. The additional shares of Common Stock may be used
without further stockholder approval for various purposes including, without
limitation, declaring a stock dividend, raising additional capital, providing
equity incentives to employees, officers or directors, establishing strategic
relationships with other companies and expanding the Company's business or
product lines through the acquisition of other businesses or products.
The Board is considering using the additional shares of Common Stock to
declare a stock dividend to be issued on all outstanding shares of the Company's
Common Stock. The objective of the stock dividend would be to proportionately
lower the market price of the Company's Common Stock. Such lower price would be
expected to increase the liquidity and broaden the marketability of the
Company's Common Stock. In addition, a stock dividend would enable the Company
to provide its employees and consultants with more attractive equity-based
incentive packages and therefore would allow the Company to more easily attract
and retain qualified employees and consultants. The Board has not made a final
determination as to effecting a stock dividend and may decide, in the best
interests of the Company and due to market conditions or otherwise, not to
effect such a dividend. Therefore, no assurances can be given that the Board
will determine to effect any stock dividend even if this Proposal is adopted.
The additional shares of Common Stock that would become available for
issuance if the proposal were adopted could also be used by the Company to
oppose a hostile takeover attempt or delay or prevent changes in control or
management of the Company. For example, without further stockholder approval,
the Board could strategically sell shares of Common Stock in a private
transaction to purchasers who would oppose a takeover or favor the current
Board. Although this proposal to increase the authorized Common Stock has been
prompted by business and financial considerations and not by the threat of any
hostile takeover attempt (nor is the Board currently aware of any such attempts
directed at the Company), nevertheless, stockholders should be aware that
approval of proposal could facilitate future efforts by the Company to deter or
prevent changes in control of the Company, including transactions in which the
stockholders might otherwise receive a premium for their shares over then
current market prices.
The affirmative vote of the holders of a majority of the shares of Common
Stock will be required to approve this amendment to the Company's Amended and
Restated Certificate of Incorporation. As a result, abstentions and broker
non-votes will have the same effect as negative votes.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" THE PROPOSAL.
3
<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of January 31, 2000 by: (i) all those known by
the Company to be beneficial owners of more than five percent of its Common
Stock; (ii) each director; (iii) each executive officer named in the Summary
Compensation Table set forth in the Company's proxy for its most recent annual
meeting; and (iv) all current executive officers and directors of the Company as
a group. Unless otherwise noted, the address for the individuals listed below
is: c/o Adaptive Broadband Corporation, 1143 Borregas Avenue, Sunnyvale,
California 94089.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP (1)
--------------------------
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES TOTAL
- ---------------- ---------- ----------
<S> <C> <C>
Citigroup Inc.(2)........................................... 1,864,561 11.1%
153 East 53rd Street
New York, NY 10043
Frederick D. Lawrence(3).................................... 482,923 2.8%
William B. Marx, Jr.(4)..................................... 29,000 *
Terry W. Ward(5)............................................ 565,247 3.4%
Frederick W. Whitridge, Jr.(6).............................. 44,000 *
George A. Joulwan(7)........................................ 20,000 *
Leslie G. Denend(8)......................................... 16,000 *
Donna S. Birks(9)........................................... 217,846 1.3%
Daniel L. Scharre(10)....................................... 124,093 *
Kenneth J. Wees(11)......................................... 48,566 *
Donald V. Anderson, Jr.(12)................................. 2,912 *
George G. Arena(13)......................................... 141,853 *
All executive officers and directors as a group
(9 persons)(14)........................................... 1,547,675 8.7%
</TABLE>
- ------------------------
* Less than one percent.
(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the Securities
and Exchange Commission. Unless otherwise indicated in the footnotes to this
table and subject to community property laws where applicable, the Company
believes that all of the stockholders named in the table have sole voting
power and dispositive power with respect to all shares of stock shown as
beneficially owned by them. Applicable percentages are based on 16,862,969
number of shares outstanding on January 31, 2000. In computing the number of
shares indicated as beneficially owned by a person and the percentage of
ownership of that person, shares of Common Stock subject to options held by
that person that are exercisable within 60 days are deemed outstanding.
These shares, however, are not deemed outstanding for the purpose of
computing the percentage of ownership of any other person.
(2) Beneficially owned indirectly by subsidiaries of Citigroup Inc. Citigroup
Inc. and its subsidiaries reported shared voting and dispositive power with
respect to all of such shares.
(3) Includes 450,000 shares of Common Stock which Mr. Lawrence has an option to
acquire.
(4) Includes 26,000 shares of Common Stock which Mr. Marx has an option to
acquire.
(5) Includes 28,000 shares of Common Stock which Mr. Ward has an option to
acquire. Also includes 514,935 shares owned by W.S. Farish & Company.
Mr. Ward serves as a director and the Vice President and Chief Financial
Officer of W.S. Farish & Company and may be deemed to share voting and
dispositive power with respect to the shares owned by W.S. Farish & Company.
He disclaims
4
<PAGE>
beneficial ownership of all shares held by W.S. Farish & Company except to
the extent of his pecuniary interest therein.
(6) Includes 28,000 shares of Common Stock which Mr. Whitridge has an option to
acquire.
(7) Includes 18,000 shares of Common Stock which Mr. Joulwan has an option to
acquire.
(8) Includes 16,000 shares of Common Stock which Mr. Denend has an option to
acquire.
(9) Of these shares, 7,100 are held by Ms. Birks and her husband as trustees of
a revocable family trust. Includes 209,000 shares of Common Stock which
Ms. Birks has an option to acquire.
(10) Includes 120,000 shares of Common Stock which Dr. Scharre has an option to
acquire.
(11) Includes 41,000 shares of Common Stock which Mr. Wees has an option to
acquire.
(12) Mr. Anderson's employment with the Company terminated in June 1999.
(13) Includes 131,822 shares of Common Stock which Mr. Arena has an option to
acquire. Mr. Arena ceased serving as an officer of the Company in
January 2000.
(14) Includes 936,000 shares of Common Stock which all current directors and
executive officers as a group have options to acquire. Also includes the
514,935 shares described in Note 5 and owned by a company of which Mr. Ward
serves as a director and officer. Mr. Ward disclaims beneficial ownership of
such shares except to the extent of his pecuniary interest therein.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file with the SEC initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. Specific due dates for these reports have been established and the Company
is required to disclose in this proxy statement any failure to file by such
dates of which it becomes aware during the fiscal year. To the Company's
knowledge, based solely on a review of the copies of such reports furnished to
the Company and written representations that no other reports were required,
during the fiscal year ended June 30, 1999, its officers, directors and greater
than ten percent beneficial owners filed on a timely basis all such reports
required to be filed.
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented for
consideration at the Special Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
[FACSIMILE SIGNATURE]
KENNETH J. WEES
SECRETARY
Sunnyvale, California
February 18, 200
5
<PAGE>
EXHIBIT A
--------
CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
ADAPTIVE BROADBAND CORPORATION
Adaptive Broadband Corporation, a corporation organized and existing under
and by virtue of the Delaware General Corporation Law (the "Company"), does
hereby certify:
FIRST: The name of the Company is Adaptive Broadband Corporation.
SECOND: The original certificate of incorporation of this Company was filed
with the Secretary of State of the State of Delaware on December 15, 1998 under
the name of California Microwave, Inc.
THIRD: The Board of Directors of the Company, acting in accordance with the
provisions of Sections 141 and 242 of the Delaware General Corporation Law,
adopted resolutions amending the Company's Amended and Restated Certificate of
Incorporation as follows:
The first and second paragraphs of Article V shall be amended and restated
to read in their entirety as follows:
"This Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The
total number of shares which the corporation is authorized to issue is
Two Hundred Fifty-Five Million (255,000,000) shares. Two Hundred Fifty
Million (250,000,000) shares shall be Common Stock, each having a par
value of $.10. Five Million (5,000,000) shares shall be Preferred Stock,
each having a par value of $.10.
The Common Stock shall be issued in series. The first series of
Common Stock shall consist of Two Hundred Forty-Nine Million Two Hundred
Thousand (249,200,000) shares. All other shares of Common Stock shall be
designated, as a group, "Series A Junior Common Stock" and shall consist
in the aggregate of Eight Hundred Thousand (800,000) shares."
FOURTH: Thereafter, pursuant to a resolution of the Board of Directors, this
Certificate of Amendment was submitted to the stockholders of the Company for
their approval, and was duly adopted in accordance with the provisions of
Section 242 of the Delaware Corporation Law.
IN WITNESS WHEREOF, the undersigned has signed this Certificate of Amendment
this day of March 2000, and hereby affirms and acknowledges under penalty of
perjury that the filing of this Certificate of Amendment is the act and deed of
Adaptive Broadband Corporation.
ADAPTIVE BROADBAND CORPORATION
By:
Kenneth J. Wees
SECRETARY
A-1
<PAGE>
ADAPTIVE BROADBAND CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR A SPECIAL MEETING
OF STOCKHOLDERS
TO BE HELD ON MARCH 13, 2000
The undersigned hereby appoints Frederick D. Lawrence and Kenneth J. Wees,
and each of them, as attorneys and proxies of the undersigned, with full power
of substitution, to vote all of the shares of stock of Adaptive Broadband
Corporation which the undersigned may be entitled to vote at the Special Meeting
of Stockholders of Adaptive Broadband Corporation to be held at the Company's
headquarters at 1143 Borregas Avenue, Sunnyvale, California 94089 on Monday,
March 13, 2000 at 2:00 p.m. (local time), and at any and all postponements,
continuations and adjournments thereof, with all powers that the undersigned
would possess if personally present, upon and in respect of the following
matters and in accordance with the following instructions, with discretionary
authority as to any and all other matters that may properly come before the
meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC
INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.
- ---------------------------------------------------------- DETACH
HERE ----------------------------------------------------------
MANAGEMENT RECOMMENDS A VOTE FOR THE PROPOSAL.
<TABLE>
<S> <C>
PROPOSAL: To approve an amendment to the Company's Amended and
Restated Certificate of Incorporation to increase the
authorized number of shares of Common Stock from 30,000,000
to 250,000,000 shares.
</TABLE>
/ / FOR / / AGAINST / / ABSTAIN
<TABLE>
<S> <C>
Dated ------------ --------------------------------------------
--------------------------------------------
SIGNATURE(S)
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
HEREON. IF THE STOCK IS REGISTERED IN THE
NAMES OF TWO OR MORE PERSONS, EACH SHOULD
SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES,
GUARDIANS AND ATTORNEYS-IN-FACT SHOULD ADD
THEIR TITLES. IF SIGNER IS A CORPORATION,
PLEASE GIVE FULL CORPORATE NAME AND HAVE A
DULY AUTHORIZED OFFICER SIGN, STATING TITLE.
IF SIGNER IS A PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AUTHORIZED PERSON.
</TABLE>
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE
WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
