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As filed with the Securities and Exchange Commission on August 20, 2001
Registration No. 333- ____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ARRIS GROUP, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 58-2588724
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11450 TECHNOLOGY CIRCLE
DULUTH, GEORGIA 30097
(Address of principal executive offices) (Zip Code)
BROADBAND PARENT CORPORATION 2001 STOCK INCENTIVE PLAN
(Full title of the plan)
LAWRENCE A. MARGOLIS
ARRIS GROUP, INC.
11450 TECHNOLOGY CIRCLE
DULUTH, GEORGIA 30097
(678) 473-2000
(Name, address and telephone number, including area code, of agent for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to:
SANDRA L. WHITE
TROUTMAN SANDERS LLP
600 PEACHTREE STREET, SUITE 5200
ATLANTA, GEORGIA 30308-2216
(404) 885-3000
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CALCULATION OF REGISTRATION FEE
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Proposed Amount of
Title of each class of Amount to be Proposed maximum maximum registration
securities to be registered registered(1) offering price per aggregate offering fee
share(2) price(2)
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Common Stock, par value $0.01 9,580,000 shares $9.20 $88,136,000.00 $22,034.00
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(1) Pursuant to Rule 416(a) under the Securities Act, includes an
indeterminate number of additional shares that may be offered and
issued to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee,
in accordance with Rule 457 (h)(1) on the average of the high and low
sales prices of $9.50 and $8.90 per share for Arris Group, Inc. common
stock ("Common Stock") (ticker symbol "ARRS") on the Nasdaq National
Market System on August 15, 2001.
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PART I -- INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting part I of this Registration Statement have
been or will be sent or given to participants in the Broadband Parent
Corporation 2001 Stock Incentive Plan (the "Plan") as specified by Rule 428
(b)(1) under the Securities Act. These documents and the documents incorporated
by reference into this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
Upon written or oral request, Arris Group, Inc. (the "Company") will
provide, without charge, the documents incorporated by reference in Item 3 of
Part II of this Registration Statement. The Registrant will also provide,
without charge, upon written or oral request, other documents required to be
delivered to employees pursuant to Rule 428(b) under the Securities Act.
Requests for the above mentioned information should be directed to Vice
President of Human Resources, Arris Group, Inc., 11450 Technology Circle,
Duluth, Georgia 30097, telephone number (678) 473-2000.
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference into this registration statement
as of their respective dates of filing:
(a) the Company's Registration Statement on Form S-4 (number
333-61524), originally filed on May 23, 2001, as subsequently
amended;
(b) the Company's Quarterly Report on Form 10-Q for the period
ending June 30, 2001, filed August 14, 2001;
(c) the Company's Current Report on Form 8-K, 2001, filed August
13, 2001; and
(d) the description of the Company's Common Stock, par value
$0.01, hereby incorporated by reference to the heading
"Description of Broadband Parent Capital Stock Following the
Transaction" in Company's Registration Statement on Form S-4
(number 333-61524), originally filed on May 23, 2001, as
subsequently amended.
All documents filed subsequent to the date of this registration
statement by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters any securities then remaining unsold,
shall also be deemed to be incorporated by reference in this registration
statement and to be a part hereof from their respective dates of filing.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein, or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement contained in this registration statement shall be
deemed to be modified or superseded to the extent that a statement contained in
a subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation Law, as amended (the "GCL"), which provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at its request in such capacity of another corporation or
business organization against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
person's conduct was unlawful. A Delaware corporation may indemnify officers and
directors in any action by or in the right of a corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) that such officer or director
actually and reasonably incurred.
Reference is also made to Section 102(b)(7) of the GCL, which permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL (having to do with unlawful payment of dividends or
unlawful stock purchase redemptions) or (iv) for any transaction from which the
director derived an improper personal benefit.
The certificate of incorporation of the Company provides for the
elimination of personal liability of a director for breach of fiduciary duty as
permitted by Section 102(b)(7) of the GCL and the by-laws of the Company provide
that the Company shall indemnify its directors and officers to the full extent
permitted by Section 145 of the GCL.
The Company has directors and officers liability insurance that insures
the directors and officers of the Company against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(A) The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number
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4.1 the description of the Company's Common Stock, par value
$0.01, hereby incorporated by reference to the heading
"Description of Broadband Parent Capital Stock Following
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the Transaction" in Company's Registration Statement on Form
S-4 (number 333-61524), originally filed on May 23, 2001, as
subsequently amended.
4.2 Broadband Parent Corporation 2001 Stock Incentive Plan,
incorporated herein be reference to Appendix III of the
Company's Proxy Statement filed as part of Company's
Registration Statement on Form S-4 (number 333-61524),
originally filed on May 23, 2001, as subsequently amended.
5.1 Opinion of Troutman Sanders LLP.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Deloitte & Touche LLP, independent auditors.
23.3 Consent of Troutman Sanders LLP, included in the opinion filed
as Exhibit 5.1 hereto.
24.1 Power of Attorney (included in the signature page of this
Registration Statement).
Item 9. Undertakings.
(a) Rule 415 offerings. The undersigned registrant hereby
undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement to include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material change
to such information in the registration statement;
(2) That, for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of any
offering.
(b) Filings incorporating subsequent 1934 Act documents by
reference. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Filing of registration statement on Form S-8. Insofar as
indemnification for liabilities arising under the 1933 Act may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the 1933 Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Duluth, Georgia, on this 17th day of August, 2001.
ARRIS GROUP, INC.
By: /s/ Robert J. Stanzione
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Robert J. Stanzione
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Stanzione, Lawrence Margolis
and David Potts, and each of them, such person's true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for such person and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement
(including any post-effective amendments thereto), and to file the same, with
all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he or she might or would do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or their
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the 1933 Act, this registration
statement, as amended, has been signed by the following persons in the
capacities indicated below on this 17th day of August, 2001.
Signature Title
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/s/ Robert J. Stanzione President, Chief Executive Officer (Principal
------------------------------------- Executive Officer) and Director
Robert J. Stanzione
/s/ Lawrence Margolis Executive Vice President and Chief Financial Officer
------------------------------------- (Principal Financial and Accounting Officer)
Lawrence Margolis
/s/ John (Ian) Anderson Craig Director
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John (Ian) Anderson Craig
/s/ Rod F. Dammeyer Director
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Rod F. Dammeyer
/s/ John M. Egan Director
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John M. Egan
/s/ James L. Faust Director
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James L. Faust
/s/ Craig Johnson Director
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Craig Johnson
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/s/ William Lambert Director
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William H. Lambert
/s/ John R. Petty Director
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John R. Petty
Director
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Larry Romrell
Director
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William T. Schleyer
/s/ Samuel K. Skinner Director
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Samuel K. Skinner
/s/ Bruce Van Wagner Director
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Bruce Van Wagner
/s/ Vickie Yohe Director
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Vickie Yohe
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EXHIBIT INDEX
Exhibit
Number
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4.1 the description of the Company's Common Stock, par value
$0.01, hereby incorporated by reference to the heading
"Description of Broadband Parent Capital Stock Following the
Transaction" in Company's Registration Statement on Form S-4
(number 333-61524), originally filed on May 23, 2001, as
subsequently amended.
4.2 Broadband Parent Corporation 2001 Stock Incentive Plan,
incorporated herein be reference to Appendix III of the
Company's Proxy Statement filed as part of Company's
Registration Statement on Form S-4 (number 333-61524),
originally filed on May 23, 2001, as subsequently amended.
5.1 Opinion of Troutman Sanders LLP.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Deloitte & Touche LLP, independent auditors.
23.3 Consent of Troutman Sanders LLP, included in the opinion
filed as Exhibit 5.1 hereto.
24.1 Power of Attorney (included in the signature page of this
Registration Statement).