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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ADAPTIVE BROADBAND CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(7) Form, Schedule or Registration Statement No.:
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(8) Filing Party:
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(9) Date Filed:
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[LOGO OF ADAPTIVE BROADBAND]
1143 Borregas Ave.
Sunnyvale, CA 94089
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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
/s/ KENNETH J. WEES
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.
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ADAPTIVE BROADBAND CORPORATION
1143 Borregas Ave.
Sunnyvale, CA 94089
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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 17,384,798 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.
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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 17,384,798 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
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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.
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. Except
as described below, the Board currently has no specific plans regarding the
use of these additional shares of Common Stock.
The Board is considering using approximately 17 million of the additional
shares of Common Stock to declare a 1-for-1 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 this or any other such dividend.
Therefore, no assurances can be given that the Board will determine to effect
this or any other 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 the 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.
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
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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)
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Beneficial Owner Number of Shares Percent of Total
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<S> <C> <C>
Citigroup Inc. (2)
153 East 53rd Street
New York, NY 10043......................... 1,864,561 11.1%
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>
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* 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 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.
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(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.
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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
/s/ KENNETH J. WEES
KENNETH J. WEES
Secretary
Sunnyvale, California
February 18, 2000
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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: /s/ KENNETH J. WEES
Kenneth J. Wees
Secretary
A-1
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3870-PS-00
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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.
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MANAGEMENT RECOMMENDS A VOTE FOR THE PROPOSAL.
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.
[ ] FOR [ ] AGAINST [ ] Abstain
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.
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE
WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
