SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of September, 2003
Commission File No.: 333-107620
SR TELECOM INC.
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(Translation of registrant's name into English)
8150 TRANS-CANADA HIGHWAY
MONTREAL, QUEBEC H4S 1M5
CANADA
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
20-F [x]
40-F [ ]
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes [ ]
No [x]
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
MATERIAL CHANGE REPORT UNDER
SECTION 75(2) OF THE SECURITIES ACT (ONTARIO)
SECTION 146(1)(b) OF THE SECURITIES ACT (ALBERTA)
SECTION 85(1)(b) OF THE SECURITIES ACT (BRITISH COLUMBIA)
SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA)
SECTION 84(1)(b) OF THE SECURITIES ACT (SASKATCHEWAN)
SECTION 76(2) OF THE SECURITIES ACT (NEWFOUNDLAND)
ITEM 1. REPORTING ISSUER
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SR TELECOM INC.
8150 Trans-Canada Hwy, Montreal, Quebec, H4S 1M5.
ITEM 2. DATE OF MATERIAL CHANGE
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September 4, 2003
ITEM 3. PRESS RELEASE
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On September 4, 2003, SR Telecom Inc. (the "CORPORATION") issued a
press release over Canada News Wire. See Schedule "A".
ITEM 4. SUMMARY OF MATERIAL CHANGE
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On September 4, 2003, the Corporation announced that it had completed
the acquisition of Netro Corporation ("NETRO").
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
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On September 4, 2003, the Corporation completed the acquisition of
Netro. Netro stockholders of record as of the close of business on
September 4, 2003 will be entitled to receive the merger consideration
of the Corporation's common shares and cash dividend paid by Netro. The
holders of Netro common stock will receive 0.104727 shares of the
Corporation's common stock for each share of Netro common stock that
they hold. In addition, Netro stockholders will receive an aggregate of
US$100,000,000 cash dividend equivalent to US$2.523554 per Netro share
of common stock.
ITEM 6. CONFIDENTIAL REPORT
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Not applicable.
ITEM 7. OMITTED INFORMATION
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No significant facts have been omitted from this report.
-2-
ITEM 8. SENIOR OFFICERS
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David Adams
Vice President, Finance and Chief Financial Officer
ITEM 9. STATEMENT OF SENIOR OFFICER
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The foregoing accurately discloses the material change referred to
herein.
DATED AT MONTREAL, Province of Quebec, this 5th day of September 2003.
/s/ David Adams
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Vice President, Finance and
Chief Financial Officer
SCHEDULE "A"
News Release [LOGO "SR TELECOM"]
www.srtelecom.com
For more information:
David Adams (Senior Vice-President, Finance and CFO) Paul Goyette (Director, Communications)
(514) 335-4035 (514) 335-2429 x 4361
email: david_adams@srtelecom.com email: paul_goyette@srtelecom.com
Brian Quick (Maison Brison)
(514) 731-0000
email: brian@maisonbrison.com
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SR TELECOM COMPLETES ACQUISITION OF NETRO CORP.
BREAKTHROUGH ACQUISITION PROVIDES LEADERSHIP OFFERINGS IN BROADBAND FIXED
WIRELESS ACCESS
MONTREAL, SEPTEMBER 4, 2003 -- SR Telecom(TM) Inc. (TSX: SRX; Nasdaq: SRXA), a
world leader in fixed wireless access solutions, today announced it has
completed the acquisition of Netro Corporation (Nasdaq: NTRO), a leading
provider of fixed wireless broadband access.
Netro stockholders of record as at the close of business on September 4, 2003
will be entitled to receive the merger consideration of SR Telecom Common Shares
and a cash dividend payout paid by Netro. Based on SR Telecom's recently
declared 1:10 share consolidation, holders of Netro common stock will receive
0.104727 shares of SR Telecom common stock for every share of Netro common stock
that they hold. Netro stockholders will also receive an aggregate of US$100
million cash dividend equivalent to US$2.523554 per share, which is expected to
be treated as a tax-free return of capital, subject to the conditions described
in the proxy statement. Netro's common stock will be delisted from the Nasdaq
National Market and will be deregistered under the Exchange Act.
"The transaction is a win-win situation. We will be able to leverage our global
client base and distribution network to deploy and provision revenue-generating
broadband technology solutions to service providers. The addition of Netro
enables us to deliver end-to-end broadband wireless solutions, making broadband
data and high-speed Internet access deployable in areas xDSL and cable cannot
reach or are not economically viable or efficient," said Pierre St-Arnaud, SR
Telecom's President and CEO.
The addition of Netro's 3.5GHz ANGEL(TM) product and the AIRSTAR(TM)
high-capacity fixed broadband access solution complements SR Telecom's product
portfolio in terms of both frequency and applications. These additions, combined
with SR Telecom's turnkey solutions capabilities and extensive distribution
network, position SR Telecom to aggressively pursue a number of identified
opportunities within its existing customer base and compete for significant new
contracts that it would not otherwise be in a position to pursue.
"Over the last two years, SR Telecom has fundamentally reshaped itself through a
series of complementary technology acquisitions that have significantly improved
its competitive stature in the telecom industry. The completion of the Netro
transaction is a key strategic event for SR Telecom,
creating a much stronger company that is well positioned for revenue growth
through an industry-leading portfolio of broadband technologies that meet the
expressed requirements of our customers," said St-Arnaud. "By complementing our
market-leading fixed wireless access solutions with Netro's carrier-class
broadband products, we have strengthened our position as the world leader in
fixed wireless services and solutions and established one of the industry's
most advanced point-to-multipoint telecommunications portfolios."
The broadband fixed wireless access market is anticipated to grow considerably
as service providers seek to deploy this technology in areas not reached by
traditional wireline access networks. According to Ovum research, the worldwide
market is expected to grow from 1 million lines today to 16 million lines in
2008. To date, licenses for 3.5GHz technology have been allocated in Europe,
China and Latin America.
SR Telecom has already begun to see benefits from the transaction with AIRSTAR
orders being booked from China and Mexico, along with a high level of bidding
activity for both the ANGEL and AIRSTAR products.
A further benefit of this transaction is that SR Telecom will improve its net
liquidity. SR Telecom expects that immediately following the merger, the
combined company will have approximately CDN$67 million in cash.
Netro's fixed broadband wireless systems are used by telecommunications service
providers to deliver voice and high-speed data services for business and
residential, access and mobile infrastructure applications. Netro was
incorporated in the US with headquarters in San Jose, California, Redmond,
Washington, and offices in Europe, Asia and South America. The Company's AIRSTAR
and ANGEL products have an impressive track record of performance and stability
worldwide.
ABOUT SR TELECOM
SR TELECOM (TSX: SRX, Nasdaq: SRXA) is a world leader and innovator in Fixed
Wireless Access technology, which links end-users to networks using wireless
transmissions. SR Telecom's solutions include equipment, network planning,
project management, installation and maintenance services. The Company offers
one of the industry's broadest portfolio of fixed wireless products, designed to
enable carriers and service providers to rapidly deploy high-quality voice,
high-speed data and broadband applications. These products, which are used in
over 110 countries, are among the most advanced and reliable available today.
FORWARD-LOOKING STATEMENTS
Except for historical information provided herein, this press release may
contain information and statements of a forward-looking nature concerning the
future performance of SR Telecom. These statements are based on suppositions and
uncertainties as well as on management's best possible evaluation of future
events. Such factors may include, without excluding other considerations,
fluctuations in quarterly results, evolution in customer demand for the
Company's products and services, the impact of price pressures exerted by
competitors, SR telecom's ability to successfully integrate Netro's operations
and employees, the reaction of customers of SR Telecom and Netro to the
acquisition and general market trends or economic changes. As a result, readers
are advised that actual results may differ from expected results. All
forward-looking statements are based on information available to SR Telecom on
the date hereof, and SR Telecom assumes no obligation to update any
forward-looking statements to reflect events or circumstances after the date of
this document.
SR TELECOM, is a trademark of SR Telecom Inc. and ANGEL and AIRSTAR are
trademarks of Netro Corporation. All rights reserved 2003. All other trademarks
are property of their owners.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SR TELECOM INC.
By: /s/ David L. Adams
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Name: David L. Adams
Title: Senior Vice President, Finance and
Chief Financial Officer
Date: September 9, 2003