1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
Arris Group, Inc.
-----------------
(Name of Issuer)
Common Stock, $.01 par value per share
-------------------------------------
(Title of Class of Securities)
04269Q100
-------------
(CUSIP Number)
Deborah J. Noble
Corporate Secretary
Nortel Networks Corporation
8200 Dixie Road, Suite 100
Brampton, Ontario L6T 5P6
(905) 863-1103
-------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 3, 2001
------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box:
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 14 Pages)
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CUSIP No. 04269Q100 13D Page 2 of 14 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nortel Networks Corporation
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
Not Applicable
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7 SOLE VOTING POWER
37,000,000 shares
-------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY -------------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 37,000,000 shares
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,000,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.2%
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14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 04269Q100 13D Page 3 of 14 Pages
Item 1. Security and Issuer.
------ -------------------
This Statement on Schedule 13D (this "Statement") relates to the common
stock, par value $.01 per share ("Arris Group Common Stock"), of Arris Group,
Inc. (f/k/a Broadband Parent Corporation), a Delaware corporation ("Arris
Group"). The principal executive offices of Arris Group are located at 11450
Technology Circle, Duluth, Georgia 30097.
The 37,000,000 shares of Arris Group Common Stock beneficially owned by
Nortel Networks Corporation are held of record by Nortel Networks LLC, a
Delaware limited liability company whose membership interests are directly and
indirectly held by Nortel Networks Inc., a Delaware corporation. Nortel Networks
Inc. in turn is a wholly owned subsidiary of Nortel Networks Limited, a Canadian
corporation and a wholly owned subsidiary of Nortel Networks Corporation, a
Canadian corporation. Nortel Networks Corporation and the above referenced
affiliates are sometimes collectively referred to herein as "Nortel Networks."
Item 2. Identity and Background.
------ -----------------------
This Statement is being filed by Nortel Networks Corporation. The
principal business and principal office of Nortel Networks Corporation are
located at 8200 Dixie Road, Suite 100, Brampton, Ontario L6T 5P6, Canada. Nortel
Networks Corporation is a global leader in networking and communications
solutions for service providers and corporations. Its business consists of the
design, development, manufacture, assembly, marketing, sale, licensing,
financing, installation, servicing and support of networking solutions and
services. Nortel Networks Corporation is focused on building the infrastructure,
service enabling solutions and applications for the new, high-performance
Internet.
(a) - (c); (f) The name, business address, present principal occupation
or employment, and the name and principal business of any corporation or other
organization in which such employment is conducted, of each of the directors and
executive officers of Nortel Networks Corporation is set forth in Schedule I
hereto, which is incorporated herein by reference. The citizenship of each
person listed in Schedule I is indicated thereon.
(d) - (e) During the last five years, neither Nortel Networks
Corporation nor, to the knowledge of Nortel Networks Corporation, any of the
persons listed on Schedule I hereto (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
------ -------------------------------------------------
The 37,000,000 shares of Arris Group Common Stock were acquired by
Nortel Networks LLC in exchange for its then existing membership interest in
Arris Interactive L.L.C. ("Arris LLC"), a Delaware limited liability company and
a joint venture of Nortel Networks LLC and Arris International, Inc. (f/k/a
ANTEC Corporation), a Delaware corporation ("ANTEC").
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CUSIP No. 04269Q100 13D Page 4 of 14 Pages
Item 4. Purpose of Transaction.
------ ----------------------
On June 15, 2001, Nortel Networks Corporation announced its decision to
discontinue its access solutions business operations, which now includes its
ownership interest in Arris Group. As a result, during the twelve-month period
ending in June 2002, Nortel Networks Corporation may, among other things, sell a
substantial percentage of the Arris Group Common Stock and, to facilitate this,
may exercise the demand registration rights described in Item 6 of this
Statement, which is incorporated herein by reference.
On August 3, 2001, Nortel Networks LLC, ANTEC and Arris Group entered
into a second amended and restated limited liability company operating agreement
for Arris LLC (the "Arris LLC Operating Agreement") pursuant to which Nortel
Networks LLC received a new membership interest in Arris LLC (the "New
Membership Interest"). Subject to the satisfaction of certain conditions, the
New Membership Interest, which has an initial capital account balance of
$100,000,000, is to be redeemed by Arris LLC commencing February 2002 at a rate
of up to $33,000,000 per fiscal quarter. In the event that (a) any of ANTEC,
Arris Group or their affiliates enters into and consummates an agreement to sell
all or any portion of its respective membership interest in Arris LLC, the New
Membership Interest is automatically converted into equity or debt obligations
of Arris Group; (b) there is any foreclosure on any of the membership interests
in Arris LLC held by ANTEC or Arris Group or a sale in lieu of foreclosure or an
exercise of any rights or remedies of a secured creditor with respect to such
membership interests, in each case pursuant to Arris Group's senior credit
agreement, dated as of August 3, 2001 (the "Senior Credit Agreement"), with
Credit Suisse First Boston, The CIT Group/Business Credit, Inc., and a syndicate
of banks, financial institutions and other accredited investors (the "Senior
Lenders"), either the Senior Lenders or Nortel Networks may require that the New
Membership Interest be converted into equity or debt obligations of Arris Group;
or (c) during the continuance of an "Event of Default" (as defined under the
Senior Credit Agreement), the Senior Lenders may require that the New Membership
Interest be converted into equity or debt obligations of Arris Group. Upon such
event, Nortel Networks may elect to receive Arris Group Common Stock, preferred
stock (which may be convertible) or notes (which may be convertible), with an
exchange of the New Membership Interest for Arris Group Common Stock determined
at the then prevailing market value of the Arris Group Common Stock. A copy of
the Arris LLC Operating Agreement is filed as Exhibit 1 to this Statement and
incorporated herein by reference.
Except as set forth in this Statement and the Arris LLC Operating
Agreement, neither Nortel Networks Corporation nor, to the best of Nortel
Networks Corporation's knowledge, any of the individuals named in Schedule I
hereto has any plans or proposals which relate to or which would result in or
relate to any of the actions specified in subparagraphs (a) through (j) of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) Nortel Networks Corporation is the beneficial owner of 37,000,000
shares of Arris Group Common Stock, representing approximately 49.2% of the
Arris Group Common Stock issued and outstanding.
Except as set forth in this Item 5, neither Nortel Networks Corporation
nor, to the best of Nortel Networks Corporation's knowledge, any of the
individuals named in Schedule I hereto beneficially owns any shares of Arris
Group Common Stock.
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CUSIP No. 04269Q100 13D Page 5 of 14 Pages
(b) Nortel Networks Corporation has the sole power to vote or to direct
the vote and sole power to dispose or direct the disposition of the 37,000,000
shares of Arris Group Common Stock.
(c) Except as described above, neither Nortel Networks Corporation nor,
to the best of Nortel Networks Corporation's knowledge, any of the individuals
named in Schedule I hereto has effected any transaction in Arris Group Common
Stock during the past 60 days.
(d) Nortel Networks Corporation holds all rights associated with the
37,000,000 shares of Arris Group Common Stock, including the right to receive
dividends on such stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
------- Securities of Arris Group.
--------------------------
The Reorganization Agreement. ANTEC, Arris Group, Broadband Transition
Corporation, a Delaware corporation and wholly owned subsidiary of Arris Group,
Nortel Networks Inc., Nortel Networks LLC and Arris LLC entered into an
Agreement and Plan of Reorganization, dated as of October 18, 2000 (the
"Original Agreement"), as amended as of April 9, 2001 (the "Amended Agreement"
and, together with the Original Agreement, the "Reorganization Agreement"). A
copy of the Original Agreement is filed as Exhibit 2 to this Statement and
incorporated herein by reference, and a copy of the Amended Agreement is filed
as Exhibit 3 to this Statement and incorporated herein by reference. Pursuant to
the Reorganization Agreement, Nortel Networks LLC exchanged its existing
membership interest in Arris LLC for 37,000,000 shares of Arris Group Common
Stock.
The Investor Rights Agreement. On April 9, 2001, Nortel Networks LLC,
Nortel Networks Inc. and Arris Group entered into an Amended and Restated
Investor Rights Agreement (the "Amended and Restated IR Agreement"), as amended
by First Amendment to Amended and Restated Investor Rights Agreement dated as of
August 3, 2001 (the "First Amendment to the IR Agreement" and, together with the
Amended and Restated IR Agreement, the "Investor Rights Agreement"). A copy of
the Amended and Restated IR Agreement is filed as Exhibit 4 to this Statement
and incorporated herein by reference, and a copy of the First Amendment to the
IR Agreement is filed as Exhibit 5 to this Statement and incorporated herein by
reference.
Directors; Voting of Shares.
---------------------------
The Investor Rights Agreement sets forth the following terms for the
selection of the board of directors of Arris Group and the voting of the shares
of Arris Group Common Stock held by Nortel Networks:
o on August 3, 2001, two nominees of Nortel Networks ("Investor
Nominees") were appointed to the board of directors of Arris
Group;
o up to two Investor Nominees by Nortel Networks are to be included
in any slate of director nominees recommended to the Arris Group
stockholders by the Arris Group board of directors, provided that
in the event that the shares of Arris Group Common Stock held by
Nortel Networks decreases to (a) less than 20% of the outstanding
shares of Arris Group Common Stock, Nortel Networks will be
entitled to only one
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CUSIP No. 04269Q100 13D Page 6 of 14 Pages
Investor Nominee, and (b) less than 10% of the outstanding shares
of Arris Group Common Stock, Nortel Networks will no longer be
entitled to an Investor Nominee;
o Nortel Networks will vote its shares of Arris Group Common Stock
for the election of the slate of nominees proposed by the board
of directors of Arris Group, provided that the Investor Nominees
are included in such slate;
o at least 60% of the members of the board of directors of Arris
Group are to be unaffiliated with either Arris Group or Nortel
Networks; and
o the size of Arris Group's board of directors is currently 13 and
without Nortel Networks' consent will not exceed 15 members.
The initial Investor Nominees of Nortel Networks are Vickie L. Yohe, President
of the Established Carriers Business at Nortel Networks, and Craig A. Johnson,
Vice President and Department Head, Global Mergers and Acquisitions for Nortel
Networks.
Acquisition of Arris Group Securities.
-------------------------------------
The Investor Rights Agreement sets forth the following limitations on
transactions related to the acquisition of securities of Arris Group: Nortel
Networks will not (a) with limited exceptions, acquire or propose to acquire
greater than 49.9% of the outstanding shares of Arris Group Common Stock; (b)
propose or seek to effect any merger, business combination, restructuring,
recapitalization or similar transaction involving Arris Group or any of its
subsidiaries or the sale of all or substantially all of the assets of Arris
Group or any of its subsidiaries; (c) deposit Arris Group voting securities into
a voting trust, unless such voting trust provides that such shares will be voted
consistent with the provisions of the Investor Rights Agreement; (d) except for
the exercise by the Investor Nominees of their fiduciary duties, seek election
to, seek to place a representative on, or seek the removal of any member of, the
Arris Group board of directors; (e) engage in a proxy contest or solicitation;
or (f) call a meeting of stockholders or seek stockholder approval of any action
or participate in a group with other holders of Arris Group voting securities.
Notwithstanding the forgoing, Nortel Networks is authorized to
participate in discussions or negotiations regarding the acquisition of Arris
Group by an unaffiliated third party provided that such third-party's offer is
for at least 90% of the outstanding shares of Arris Group Common Stock held by
stockholders other than Nortel Networks, its affiliates or the third party (the
"Unaffiliated Stockholders"). In addition, at least a majority of the shares of
Arris Group Common Stock held by the Unaffiliated Stockholders must be tendered
in the third-party offer.
In the event that Nortel Networks acquires more than 49.9% of the
outstanding Arris Group Common Stock as a result of an acquisition of an
unaffiliated business entity, Arris Group may require Nortel Networks to dispose
of shares held by it or its affiliates in excess of 49.9%. Such disposition must
be completed within 12 months after Arris Group issues a request. The Investor
Rights Agreement allows Nortel Networks to acquire greater than 49.9% of the
Arris Group Common Stock provided that it makes an offer to acquire at least 90%
of the outstanding Arris Group Common Stock. In the event that Arris Group does
not accept Nortel Networks' offer, Arris Group is required to initiate an
auction process for the sale of Arris Group. If Nortel Networks is not the
successful bidder in the auction or does not elect to participate in the auction
and Arris Group has received a fairness opinion from a nationally recognized
investment banking firm that the successful bidder's transaction provides the
highest value to Arris Group or its stockholders of all of the bids in the
auction, then Nortel Networks is obligated to vote in favor of the winning
transaction in the auction and to tender its shares of Arris Group Common Stock.
Except in conjunction with a permitted offer, Nortel Networks may not become a
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CUSIP No. 04269Q100 13D Page 7 of 14 Pages
participant in the solicitation of proxies concerning any transaction relating
to the voting securities of Arris Group. Nortel Networks has no current
intention to acquire additional shares of Arris Group Common Stock. During the
twelve month period ending in June 2002, Nortel Networks may, among other things
sell a substantial percentage of the Arris Group Common Stock and to facilitate
such sale, may exercise the demand registration rights described in this Item 6.
Disposition of Arris Group Common Stock.
---------------------------------------
The Investor Rights Agreement sets forth limitations on Nortel
Networks' ability to sell or transfer any shares of Arris Group Common Stock,
except a transfer to an affiliate of Nortel Networks. Nortel Networks may sell
or transfer shares of Arris Group Common Stock only in the following
transactions: (a) in a bona fide public offering effected in accordance with the
Registration Rights Agreement (as defined below); (b) in a bona fide open market
transaction as permitted by the provisions of Rule 144 under the Securities Act
of 1933, as amended; or (c) in a privately-negotiated transaction to either an
institutional investor or any other person, provided that (i) Nortel Networks
may not sell or transfer shares to any institutional investor if, after giving
effect to the sale or transfer, such investor would own shares representing more
than 10% of the outstanding voting power of Arris Group, and (ii) Nortel
Networks may not sell or transfer shares to any other person, other than an
institutional investor, unless such person agrees to be bound by the provisions
of the Investor Rights Agreement which limit transactions and dispositions of
Arris Group capital stock.
Right of Participation in the Sale of Arris Group.
-------------------------------------------------
The Investor Rights Agreement provides that as long as Nortel Networks
beneficially owns Arris Group Common Stock representing at least 20% of the
total voting power of Arris Group, Arris Group may not enter into, and the Arris
Group board of directors shall not publicly recommend to its stockholders or
approve, a definitive agreement providing for a change in control of Arris
Group, unless prior thereto Nortel Networks is provided with notice of the
proposed transaction and the opportunity to participate in the bidding process.
Termination.
-----------
The Investor Rights Agreement may be terminated by either Arris Group
or Nortel Networks if:
o a transaction as a result of a third-party offer is consummated;
o the parties mutually agree in writing; or
o at any time after Nortel Networks and its affiliates cease to own
shares representing at least 10% of the total voting power of
Arris Group.
Arris LLC Operating Agreement. Pursuant to the Arris LLC Operating
Agreement, Nortel Networks Corporation may be required to, or under some
circumstances may elect to, exchange its New Membership Interest for common
stock, preferred stock (which may be convertible) or notes (which may be
convertible) of Arris Group under limited circumstances. Shares of Arris Group
Common Stock received by Nortel Networks Corporation upon the exchange of the
New Membership Interest will be excluded from the provisions of the Investor
Rights Agreement triggered upon Nortel Networks' ownership of more than 49.9% of
the outstanding of Arris Group Common Stock. All other provisions of the
Investor Rights Agreement will apply to any shares of Arris Group Common Stock
received by Nortel Networks upon the exchange of the New Membership Interest.
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CUSIP No. 04269Q100 13D Page 8 of 14 Pages
Registration Rights Agreement. On August 3, 2001, Arris Group and
Nortel Networks LLC entered into a Registration Rights Agreement (the
"Registration Rights Agreement"), which sets forth the following registration
rights and limitations regarding the Arris Group Common Stock: (a) Nortel
Networks may require Arris Group to initiate a public offering for any shares
requested to be sold by Nortel Networks, provided that the number of shares
requested to be sold by Nortel Networks is equal to at least 5% of the then
outstanding shares of Arris Group Common Stock and provided further that Arris
Group is not required to effect more than three registrations on Form S-1; (b)
Nortel Networks may not exercise its rights to request a registration more than
once during any 90-day period; (c) Nortel Networks has the right to participate
in and sell shares of stock held by it during any public offering of Arris Group
stock, whether offered by Arris Group or any other stockholder; and (d) Arris
Group will pay for Nortel Networks' expenses relating to its participation in a
public offering, whether or not the offering is initiated by Nortel Networks. A
copy of the Registration Rights Agreement is filed as Exhibit 6 to this
Statement and incorporated herein by reference.
The foregoing summaries of the Reorganization Agreement, the Investor
Rights Agreement, the Arris LLC Operating Agreement and the Registration Rights
Agreement do not purport to be complete and are qualified in their entirety by
reference to the text of such agreements incorporated by reference herein.
Except as provided in the Reorganization Agreement, the Investor Rights
Agreement, the Arris LLC Operating Agreement or the Registration Rights
Agreement or as set forth in this Statement, neither Nortel Networks Corporation
nor, to the best of Nortel Networks Corporation's knowledge, any of the
individuals named in Schedule I hereto has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of Arris Group, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material To Be Filed as Exhibits.
------ --------------------------------
Exhibit 1 -- Second Amended and Restated Limited Liability Company Agreement
of Arris Interactive L.L.C., dated as of August 3, 2001, among
Arris International, Inc. (f/k/a ANTEC Corporation), Arris Group,
Inc. and Nortel Networks LLC
Exhibit 2 -- Agreement and Plan of Reorganization, dated as of October 18,
2000, among ANTEC Corporation, Broadband Parent Corporation,
Broadband Transition Corporation, Nortel Networks Inc., Nortel
Networks LLC and Arris Interactive L.L.C. (Incorporated herein by
reference to Exhibit 2.1 to Form 8-K (File No. 000-22336), filed
by ANTEC Corporation on October 25, 2000)
Exhibit 3 -- First Amendment to Agreement and Plan of Reorganization, dated as
of April 9, 2001, among ANTEC Corporation, Broadband Parent
Corporation, Broadband Transition Corporation, Nortel Networks
Inc., Nortel Networks LLC and Arris Interactive L.L.C.
(Incorporated herein by reference to Exhibit 2.1 to Form 8-K
(File No. 000-22336), filed by ANTEC Corporation on April 13,
2001)
Exhibit 4 -- Amended and Restated Investor Rights Agreement, dated as of April
9, 2000, among Broadband Parent Corporation, Nortel Networks Inc.
and Nortel Networks LLC
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CUSIP No. 04269Q100 13D Page 9 of 14 Pages
(Incorporated herein by reference to Exhibit 10.1 to Form 8-K
(File No. 000-22336), filed by ANTEC Corporation on April 13,
2001)
Exhibit 5 -- First Amendment to Amended and Restated Investor Rights
Agreement, dated as of August 3, 2001, among Arris Group, Inc.,
Nortel Networks Inc. and Nortel Networks LLC (Incorporated herein
by reference to Exhibit 10.2 to Form 8-A (File No. 001-16631),
filed by Arris Group, Inc. on August 3, 2001)
Exhibit 6 -- Registration Rights Agreement, dated as of August 3, 2001,
between Arris Group, Inc. and Nortel Networks LLC
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CUSIP No. 04269Q100 13D Page 10 of 14 Pages
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: August 9, 2001 NORTEL NETWORKS CORPORATION
By: /s/ Douglas Beatty
------------------------------------
Douglas Beatty
Controller
By: /s/ Blair F. Morrison
------------------------------------
Blair F. Morrison
Assistant Secretary
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CUSIP No. 04269Q100 13D Page 11 of 14 Pages
SCHEDULE 1
DIRECTORS AND OFFICERS OF
NORTEL NETWORKS CORPORATION
The name, citizenship, present principal occupation or employment, and
the name of any corporation or other organization in which such employment is
conducted, of each of the directors and executive officers of Nortel Networks
Corporation is set forth below. Unless otherwise indicated below, the business
address of each director and executive officer is Nortel Networks Corporation,
8200 Dixie Road, Suite 100, Brampton, Ontario L6T 5P6, Canada.
NAME AND CITIZENSHIP PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT
Directors
---------
Blanchard, James J. Verner, Liipfert, Bernhard, McPherson and Hand
American 901-15th Street, N.W., Suite 700
Washington, D.C. 20005-2301 U.S.A.
Brown, Robert E. President and Chief Executive Officer
Canadian/British Bombardier Inc.
800 Rene-Levesque Boulevard West
Montreal, Quebec H3B 1Y8 Canada
Cleghorn, John E. Chairman and Chief Executive Officer
Canadian Royal Bank of Canada
200 Bay Street, South Tower, 8th Floor
Royal Bank Plaza
Toronto, Ontario L5J 2J5 Canada
Dunn, Frank A. Chief Financial Officer
Canadian
Fortier, L. Yves Chairman & Senior Partner
Canadian Ogilvy Renault
1981 McGill College Avenue, 12th Floor
Montreal, Quebec H3A 3C1 Canada
Ingram, Robert A. Chief Operating Officer and President,
American Pharmaceutical Operations
GlaxoSmithKline
5 Moore Drive, Research Triangle Park, N.C.
27709 U.S.A.
Roth, John A. President and Chief Executive Officer
Canadian
Saucier, Guylaine Chairman of the Joint Committee on Corporate
Canadian Governance
1321 Sherbrooke Street West, Apartment C-61
Montreal, Quebec H3G 1J4 Canada
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CUSIP No. 04269Q100 13D Page 12 of 14 Pages
Smith, Jr., Sherwood H. Chairman Emeritus
American Carolina Power & Light Company
One Hanover Square Building
421 Fayetteville Street Mall
Raleigh, N.C. 27601-1748 U.S.A.
Wilson, Lynton R. Chairman
Canadian CAE Inc.
181 Bay Street, Suite 4700
P.O. Box. 794
Toronto, Ontario M5J 2T3 Canada
Officers
--------
DeRoma, Nicholas, J. Chief Legal Officer
American
Mao, Robert Y.L. Chief Executive Officer, Nortel China
American
Ricks, Richard C. Chief Information Officer
American
Alan Kember Chief Marketing Officer
Canadian
Donahee, Gary R. President, Americas
Canadian
Debon, Pascal President, Europe, Middle East & Africa
Canadian
Tariq, Masood A. President, Asia
American
Bolouri, Chahram President, Global Operations
Canadian
Mumford, D. Gregory President, Optical Internet
Canadian
Plastina, Frank President, Wireless and Core Networks
Canadian
Meunier, Jules M.J. President, Wireless
Canadian
Ross, Eric J. President, Enterprise Solutions and
Canadian Customer Care
Childers, Charles A. President, Major Accounts
American
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CUSIP No. 04269Q100 13D Page 13 of 14 Pages
Schilling, Steven L. President, Optical Ethernet
American
Srikanth, Kannankote S. President, Professional Services
American
Yohe, Vickie L. President, Established Carrier Businesses
American
Carney, Lloyd A. President, Core IP Networks
Canadian
McFadden, Brian W. President, Metropolitan Optical
Canadian
Kerr, William R. Senior Vice-President, Corporate Business
Canadian Development
Burn, David L. Vice-President, Taxation
Canadian
Donovan, William J. Senior Vice-President, Human Resources
American
Noble, Deborah J. Corporate Secretary
Canadian
Beatty, Douglas C. Controller
Canadian
Stevenson, Katharine B. Treasurer
Canadian
Morrison, Blair F. Assistant Secretary
Canadian
Mezon, Linda F. Assistant Controller
Canadian/American
Doolittle, John M. Assistant Treasurer
Canadian
Kaye, Robert B. General Auditor
Canadian
Bush, Kriss W. Vice-President, Tax
American
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CUSIP No. 04269Q100 13D Page 14 of 14 Pages
Exhibits/Index
--------------
Exhibit 1 Second Amended and Restated Limited Liability Company
Agreement of Arris Interactive L.L.C., dated as of August 3,
2001, among Arris International, Inc. (f/k/a ANTEC Corporation),
Arris Group, Inc. and Nortel Networks LLC
Exhibit 2 Agreement and Plan of Reorganization, dated as of October
18, 2000, among ANTEC Corporation, Broadband Parent Corporation,
Broadband Transition Corporation, Nortel Networks Inc., Nortel
Networks LLC and Arris Interactive L.L.C. (Incorporated herein by
reference to Exhibit 2.1 to Form 8-K (File No. 000-22336), filed
by ANTEC Corporation on October 25, 2000)
Exhibit 3 First Amendment to Agreement and Plan of Reorganization,
dated as of April 9, 2001, among ANTEC Corporation, Broadband
Parent Corporation, Broadband Transition Corporation, Nortel
Networks Inc., Nortel Networks LLC and Arris Interactive L.L.C.
(Incorporated herein by reference to Exhibit 2.1 to Form 8-K
(File No. 000-22336), filed by ANTEC Corporation on April 13,
2001)
Exhibit 4 Amended and Restated Investor Rights Agreement, dated as of
April 9, 2000, among Broadband Parent Corporation, Nortel
Networks Inc. and Nortel Networks LLC (Incorporated herein by
reference to Exhibit 10.1 to Form 8-K (File No. 000-22336), filed
by ANTEC Corporation on April 13, 2001)
Exhibit 5 First Amendment to Amended and Restated Investor Rights
Agreement, dated as of August 3, 2001, among Arris Group, Inc.,
Nortel Networks Inc. and Nortel Networks LLC (Incorporated herein
by reference to Exhibit 10.2 to Form 8-A (File No. 001-16631),
filed by Arris Group, Inc. on August 3, 2001)
Exhibit 6 Registration Rights Agreement, dated as of August 3, 2001,
between Arris Group, Inc. and Nortel Networks LLC