Extreme Networks Inc – ‘8-K/A’ for 5/14/01 – EX-20.1

On:  Thursday, 6/7/01, at 5:17pm ET   ·   For:  5/14/01   ·   Accession #:  1021408-1-501772   ·   File #:  0-25711

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Amendment to Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                            9     44K 
 2: EX-3.4      Amended & Restated Bylaws                             18     89K 
 3: EX-4.2      Form of Rights Agreement                              58    262K 
 4: EX-20.1     Form of Letter to Extreme Networks                     2±     9K 
 5: EX-99.2     Press Release, Dated April 27, 2001                    2      9K 

EX-20.1   —   Form of Letter to Extreme Networks

EX-20.1
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                                                                    EXHIBIT 20.1

May 14, 2001  

Dear Fellow Stockholders:                                                       

The Board of Directors of Extreme Networks, Inc. (the "Company") has  
adopted a Stockholder Rights Plan (the "Plan").  We have enclosed a summary of  
the principal terms of the Plan and we urge you to read it carefully.           

    The Plan is designed to protect your interests in the event the Company is
confronted with an unsolicited takeover attempt. The Plan contains provisions   
designed to deter unsolicited offers that do not treat all stockholders equally,
acquisitions of significant blocks of shares in the open market without paying a
control premium and other coercive takeover tactics which may impair the Board's
ability to represent your interests fully. These tactics unfairly pressure      
stockholders, squeeze them out of their investment without giving them any real 
choice and deprive them of the full value of their Common Stock. The Plan is    
similar to plans adopted by over 3,000 publicly held companies, and was adopted 
by the Board of Directors after consultation with the Company's investment      
bankers and counsel. We consider the Plan to be an effective tool in protecting 
your equity investment, while not preventing a fair acquisition offer.          

    The Plan is not intended to prevent a takeover of the Company and will not
do so. It is designed to deal with unilateral actions by a hostile acquiror that
are calculated to deprive the Board and the Company's stockholders of the       
ability to take actions to maximize stockholder value. The Plan does not        
preclude the Board from considering or accepting an offer to acquire all or part
of the Company, if the Board believes the offer to be in the best interests of  
the Company's stockholders. The Plan has not been adopted in response to any    
known effort to acquire control of the Company.                                 

The adoption of the Plan does not weaken the financial strength of the
Company or interfere with its business plans. The issuance of the Rights has no 
dilutive effect, will not affect reported earnings per share, is not taxable to 
the Company or you, and will not change the way in which you can trade the      
Company's stock. As explained in detail in the enclosed summary of the Plan, the
Rights can only be exercised if and when a situation arises which the Plan was  
created to address.                                                             

You are not required to take any action at this time. We recommend,   
however, that you read the enclosed summary of the many features of the Plan,   
and retain the summary with your Extreme Networks stock certificates or records.
If you should require further information, a copy of the Plan is available from 
the Company's Secretary.                                                        

 The Board believes that the adoption of the Plan represents a sound and
reasonable means of preserving the long-term value of the Company for all of its
stockholders. We want to thank all stockholders for their continued support.    

                 Very truly yours,

               Gordon L. Stitt
                                   President and Chief Executive Offer

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K/A’ Filing		Date		Other Filings
Filed on:		6/7/01		8-A12G/A
For Period End:		5/14/01		8-A12G,  8-K,  8-K/A
				List all Filings