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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
FORM 10-Q/A
FOR THE QUARTER ENDED SEPTEMBER 30, 2003
of
ARRIS GROUP, INC.
A Delaware Corporation
IRS Employer Identification No. 58-2588724
SEC File Number 000-31254
11450 TECHNOLOGY CIRCLE
DULUTH, GA 30097
(678) 473-2000
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ARRIS Group, Inc. (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months,
and (2) has been subject to such filing requirements for the past 90 days.
ARRIS Group, Inc. is an accelerated filer (as defined in Rule 21b-2 of the
Exchange Act).
As of October 31, 2003, 75,194,277 shares of the registrant's Common Stock,
$0.01 par value, were outstanding.
EXPLANATORY NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-Q/A for ARRIS Group,
Inc. for the quarterly period ended September 30, 2003 as filed with the
Securities and Exchange Commission on November 14, 2003 is being filed to amend
and restate Item 4 of Part I. Except as expressly stated herein, this Form
10-Q/A does not modify or update any of the disclosures contained in the
original filing to reflect any events that occurred at a later date.
PART I
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. Our Chief Executive
Officer and Chief Financial Officer have evaluated the effectiveness of our
disclosure controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e)under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") as of the end of the period covered by this report (the
"Evaluation Date"). Based on such evaluation, such officers have concluded that,
as of the Evaluation Date, our disclosure controls and procedures are effective
in alerting them on a timely basis to material information relating to our
company (including our consolidated subsidiaries) required to be included in our
reports filed or submitted under the Exchange Act.
(b) Changes in Internal Control over Financial Reporting. Our Chief Executive
Officer and Chief Financial Officer have evaluated any changes in our internal
control over financial reporting that occurred during the most recent fiscal
quarter. Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that there has been no change in our internal
control over financial reporting during the most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit No. Description of Exhibit
31.1 Section 302 Certification of Chief Executive Officer
31.2 Section 302 Certification of Chief Financial Officer
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SIGNATURES
Pursuant to the requirements the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ARRIS GROUP, INC.
/s/ Lawrence A. Margolis
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Lawrence A. Margolis
Executive Vice President,
Chief Financial Officer
Dated: March 11, 2004
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