As filed with the Securities and Exchange Commission on April 4, 2002
Registration No. 333- _____
===============================================================================
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)
ANTEC CORPORATION 2000 STOCK INCENTIVE PLAN;
ANTEC CORPORATION 2000 MID-LEVEL STOCK OPTION PLAN;
ANTEC CORPORATION 1997 STOCK INCENTIVE PLAN;
ANTEC CORPORATION AMENDED AND RESTATED EMPLOYEE STOCK INCENTIVE PLAN (1993);
ANTEC CORPORATION DIRECTORS STOCK OPTION PLAN (1993);
TSX CORPORATION 1996 SECOND AMENDED AND RESTATED LONG-TERM
INCENTIVE COMPENSATION PLAN;
TSX CORPORATION 1993 AMENDED AND RESTATED DIRECTORS STOCK OPTION PLAN; AND
TSX CORPORATION 1994 W. H. LAMBERT STOCK OPTION AGREEMENT
(Full title of the plans)
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
--------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
Title of each class of Amount to be Proposed maximum Proposed Amount of
securities to be registered registered (1) offering price per maximum aggregate registration
share (2) offering price (2) fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 6,000,000 shares $9.565 $57,390,000.00 $5,280.00
--------------------------------------------------------------------------------------------------------------------
(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 $9.89 and $9.24 per share, respectively, for Arris
Group, Inc. common stock ("Common Stock") (ticker symbol "ARRS") on
the Nasdaq National Market System on April 2, 2002
===============================================================================
EXPLANATORY NOTE
Effective August 3, 2001, ANTEC Corporation acquired Nortel Networks
LLC's interest in Arris Interactive L.L.C., a developer of broadband cable
access technology. The transaction was relatively complex, but in involved, in
part, the creation of Arris Group, Inc. (f/k/a Broadband Parent Corporation) as
a new publicly-traded holding company which indirectly acquired Nortel Networks
Inc.'s interest in Arris Interactive L.L.C. for 37 million shares of Arris
Group, Inc. common stock. As part of the same transaction, a wholly-owned
subsidiary of Arris Group, Inc. merged with and into ANTEC Corporation so that
Arris Group, Inc. was the holding company for both ANTEC Corporation and Arris
Interactive L.L.C. Thus, although Arris Group, Inc. (hereinafter sometimes
referred to as the "Company") is a separate registrant from ANTEC Corporation,
Arris Group, Inc. is a successor in interest to ANTEC Corporation.
Also as part of the transaction described above, Arris Group, Inc.
assumed certain of ANTEC Corporation's employee benefit plans: (i) the ANTEC
Corporation 2000 Stock Incentive Plan, (ii) the ANTEC Corporation 2000
Mid-Level Stock Option Plan, (iii) the ANTEC Corporation 1997 Stock Incentive
Plan, (iv) ANTEC Corporation Amended and Restated Employee Stock Incentive Plan
(1993), (v) ANTEC Corporation Directors Stock Option Plan (1993), (vi) the TSX
Corporation 1996 Second Amended and Restated Long-Term Incentive Compensation
Plan, (vii) the TSX Corporation 1993 Amended and Restated Directors Stock
Option Plan and (viii) the TSX Corporation 1994 W. H. Lambert Stock Option
Agreement. This Registration Statement is filed to register the issuance of
Arris Group, Inc. common stock under the assumed ANTEC Corporation benefit
plans.
PART I -- INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting part I of this Registration Statement for
each of the following benefit plans either have been, or will be, sent or given
to participants as specified by Rule 428(b)(1) under the Securities Act: (i)
the ANTEC Corporation 2000 Stock Incentive Plan, (ii) the ANTEC Corporation
2000 Mid-Level Stock Option Plan, (iii) the ANTEC Corporation 1997 Stock
Incentive Plan, (iv) ANTEC Corporation Amended and Restated Employee Stock
Incentive Plan (1993), (v) ANTEC Corporation Directors Stock Option Plan
(1993), (vi) the TSX Corporation 1996 Second Amended and Restated Long-Term
Incentive Compensation Plan, (vii) the TSX Corporation 1993 Amended and
Restated Directors Stock Option Plan and (viii) the TSX Corporation 1994 W. H.
Lambert Stock Option Agreement. 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. 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 Annual Report on Form 10-K for the period
ending December 31, 2001 filed on April 1, 2002;
2
(b) the Company's Current Report on Form 8-K, 2001, filed January
23, 2002;
(c) the Company's Current Report on Form 8-K/A, 2001, filed
February 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.
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
3
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
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(a) The ANTEC Corporation 2000 Stock Incentive Plan, hereby incorporated by reference to 4(a) to Registration
Statement No. 333-37030.
4.2(b) Forms of Stock Option Grants for the ANTEC Corporation 2000 Stock Incentive Plan, hereby incorporated by
reference to Exhibit 10.4(b) to ANTEC Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
4.3(a) The ANTEC Corporation Mid-Level Stock Option Plan, hereby incorporated by reference to Exhibit 4(a) to
Registration Statement No. 333-37032.
4.3(b) Forms of Stock Option Grants for the ANTEC Corporation Mid-Level Stock Option Plan, hereby incorporated by
reference to Exhibit 10.4(b) to ANTEC Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
4.4(a) The ANTEC Corporation 1997 Stock Incentive Plan, hereby incorporated by reference to Exhibit 4(a) to
Registration Statement No. 333-90561.
4.4(b) Forms of Stock Option Grants for the ANTEC Corporation 1997 Stock Incentive Plan, hereby incorporated by
reference to Exhibit 10.1(d) to ANTEC Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
4
4.5(a) The ANTEC Corporation Amended and Restated Employee Stock Incentive Plan (1993), hereby incorporated by
reference to the Company's Registration Statement No. 33-65488 on Form S-1.
4.5(b) From of Stock Option Grant for the ANTEC Corporation Amended and Restated Employee Stock Incentive Plan
(1993), hereby incorporated by reference to the Company's Registration Statement No. 33-65488 on Form S-1.
4.6 The ANTEC Corporation Directors Stock Option Plan (1993), hereby incorporated by reference to the Company's
Registration Statement No. 33-65488 on Form S-1.
4.7 The TSX Corporation 1996 Second Amended and Restated Long-Term Incentive Compensation Plan, hereby incorporated
by reference to Exhibit A to TSX's definitive Proxy Statement dated August 28, 1996 for the 1996 Annual Meeting
of TSX stockholders (Commission File No. 1-11814).
4.8 The TSX Corporation 1993 Amended and Restated Directors Stock Option Plan, hereby incorporated by reference
to Exhibit 4 to TSX's Registration Statement No. 33-84996 on Form S-8.
4.9 The First Amendment to the TSX Corporation 1993 Amended and Restated Directors Stock Option Plan, hereby
incorporated by reference to Exhibit 4.3 to ANTEC Corporation's Registration Statement No. 333-19129
on Form S-8.
4.10 The TSX 1994 W. H. Lambert Stock Option Agreement, hereby incorporated by reference to Exhibit 10(A)(1)(3) to
TSX Corporations Annual Report on Form 10-K for the fiscal period ended April 30, 1995.
5.1 Opinion of Troutman Sanders LLP.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 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.
5
(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.
6
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 4th day of April, 2002.
ARRIS GROUP, INC.
By: /s/ Robert J. Stanzione
----------------------------------------
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 4th day of April, 2002.
Signature Title
--------- -----
/s/ Robert J. Stanzione President, Chief Executive Officer (Principal
----------------------------------------------------- Executive Officer) and Director
Robert J. Stanzione
/s/ Larry Margolis Executive Vice President and Chief Financial Officer
----------------------------------------------------- (Principal Financial and Accounting Officer)
Larry Margolis
/s/ John Anderson Craig Director
-----------------------------------------------------
John (Ian) Anderson Craig
/s/ Rod F. Dammeyer Director
-----------------------------------------------------
Rod F. Dammeyer
/s/ John M. Egan Director
-----------------------------------------------------
John M. Egan
/s/ James L. Faust Director
-----------------------------------------------------
James L. Faust
/s/ Craig Johnson Director
-----------------------------------------------------
Craig Johnson
7
/s/ William H. Lambert Director
-----------------------------------------------------
William H. Lambert
/s/ John R. Petty Director
-----------------------------------------------------
John R. Petty
/s/ Larry Romrell Director
-----------------------------------------------------
Larry Romrell
/s/ Samuel K. Skinner Director
-----------------------------------------------------
Samuel K. Skinner
/s/ Bruce Van Wagner Director
-----------------------------------------------------
Bruce Van Wagner
Director
-----------------------------------------------------
Vickie Yohe
8
EXHIBIT INDEX
Exhibit
Number
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(a) The ANTEC Corporation 2000 Stock Incentive Plan, hereby incorporated by reference to 4(a) to Registration
Statement No. 333-37030.
4.2(b) Forms of Stock Option Grants for the ANTEC Corporation 2000 Stock Incentive Plan, hereby incorporated by
reference to Exhibit 10.4(b) to ANTEC Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
4.3(a) The ANTEC Corporation Mid-Level Stock Option Plan, hereby incorporated by reference to Exhibit 4(a) to
Registration Statement No. 333-37032.
4.3(b) Forms of Stock Option Grants for the ANTEC Corporation Mid-Level Stock Option Plan, hereby incorporated by
reference to Exhibit 10.4(b) to ANTEC Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
4.4(a) The ANTEC Corporation 1997 Stock Incentive Plan, hereby incorporated by reference to Exhibit 4(a) to
Registration Statement No. 333-90561.
4.4(b) Forms of Stock Option Grants for the ANTEC Corporation 1997 Stock Incentive Plan, hereby incorporated by
reference to Exhibit 10.1(d) to ANTEC Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
4.5(a) The ANTEC Corporation Amended and Restated Employee Stock Incentive Plan (1993), hereby incorporated by
reference to the Company's Registration Statement No. 33-65488 on Form S-1.
4.5(b) From of Stock Option Grant for the ANTEC Corporation Amended and Restated Employee Stock Incentive Plan
(1993), hereby incorporated by reference to the Company's Registration Statement No. 33-65488 on Form S-1.
4.6 The ANTEC Corporation Directors Stock Option Plan (1993), hereby incorporated by reference to the Company's
Registration Statement No. 33-65488 on Form S-1.
4.7 The TSX Corporation 1996 Second Amended and Restated Long-Term Incentive Compensation Plan, hereby incorporated
by reference to Exhibit A to TSX's definitive Proxy Statement dated August 28, 1996 for the 1996 Annual Meeting
of TSX stockholders (Commission File No. 1-11814).
4.8 The TSX Corporation 1993 Amended and Restated Directors Stock Option Plan, hereby incorporated by reference
to Exhibit 4 to TSX's Registration Statement No. 33-84996 on Form S-8.
4.9 The First Amendment to the TSX Corporation 1993 Amended and Restated Directors Stock Option Plan, hereby
incorporated by reference to Exhibit 4.3 to ANTEC Corporation's Registration Statement No. 333-19129
on Form S-8.
4.10 The TSX 1994 W. H. Lambert Stock Option Agreement, hereby incorporated by reference to Exhibit 10(A)(1)(3) to
TSX Corporations Annual Report on Form 10-K for the fiscal period ended April 30, 1995.
5.1 Opinion of Troutman Sanders LLP.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 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).