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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
ARRIS GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 58-2588724
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
11450 Technology Circle
Duluth, Georgia 30097
(Address of principal executive offices, including zip code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-61524
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be so registered
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Common stock, $0.01 par value per share Nasdaq National Market
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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EXPLANATORY NOTE
On July 25, 2001, the stockholders of ANTEC Corporation, a Delaware
corporation ("ANTEC"), approved and adopted the Agreement and Plan of
Reorganization, dated as of October 18, 2000, as amended (the "Plan of
Reorganization"), by and among ANTEC, Nortel Networks Inc., Nortel Networks LLC,
Arris Interactive L.L.C., Broadband Transition Corporation and Broadband Parent
Corporation (since renamed Arris Group, Inc.) (referred to herein as "Arris
Group" or "Registrant"), providing for the merger (the "Merger") of Broadband
Transition Corporation, a subsidiary of Arris Group, with and into ANTEC. The
Merger was effective on August 3, 2001. ANTEC common stock, par value $0.01 per
share, is no longer transferable, and certificates evidencing shares of ANTEC
common stock represent only the right to receive, without interest, one share of
Arris Group common stock, par value $0.01 per share, in accordance with the
provisions of the Plan of Reorganization. Arris Group assumed the stock option
plans of ANTEC, and each unexpired and unexercised outstanding option to
purchase ANTEC common stock was automatically converted into an option to
purchase the equivalent number of shares of Arris Group common stock at the same
exercise price per share.
As part of the transactions contemplated by the Plan of Reorganization,
Nortel Networks LLC received 37 million shares of Arris Group common. The shares
of common stock issued to Nortel Networks LLC are subject to the terms of an
Amended and Restated Investor Rights Agreement, dated as of April 9, 2001, as
amended, by and among Nortel Networks LLC, Nortel Networks Inc. and Arris Group.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Registrant's Common stock, $0.01 par value per
share, registered hereby is incorporated by reference to the description of the
Registrant's capital stock set forth under the heading "Description of Broadband
Parent Capital Stock Following the Transaction" in the Registrant's Form S-4
Registration Statement No. 333-61524 (the "Registration Statement"), initially
filed with the Securities and Exchange Commission on May 23, 2001, as amended
subsequently thereto.
ITEM 2. EXHIBITS.
Exhibit
Number Description
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3.1 Certificate of Incorporation of Broadband Parent Corporation
(since renamed Arris Group, Inc.) (incorporated by reference
to Exhibit 3.1 to Registrant's Registration Statement on Form
S-4 (File Number 333-61524) filed with the Securities and
Exchange Commission on July 2, 2001).
3.2 Certificate of Amendment to Certificate of Incorporation of
Broadband Parent Corporation changing its name to Arris Group,
Inc., filed in the Office of the Secretary of State of
Delaware on July 18, 2001.*
3.3 Bylaws of Broadband Parent Corporation (since renamed Arris
Group, Inc.) (incorporated by reference to Exhibit 3.2 to
Registrant's Registration Statement on Form S-4 (File Number
333-61524) filed with the Securities and Exchange Commission
on July 2, 2001).
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10.1 Amended and Restated Investor Rights Agreement, dated as of
April 9, 2001, by and among Broadband Parent Corporation
(since renamed Arris Group, Inc.), Nortel Networks LLC and
Nortel Networks Inc. (incorporated by reference to Exhibit
10.1 filed with ANTEC Corporation's Current Report on Form 8-K
(File Number 000-22336) on April 13, 2001).
10.2 First Amendment to Amended and Restated Investor Rights
Agreement, dated as of July 26, 2001, by and among Arris
Group, Inc. f/k/a Broadband Parent Corporation, Nortel
Networks LLC and Nortel Networks Inc.*
* Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
ARRIS GROUP, INC.
Date: August 3, 2001 By: /s/ Lawrence A. Margolis
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Lawrence A. Margolis
Vice President
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