As filed with the Securities and Exchange Commission on August 15, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ARRIS INTERNATIONAL PLC
(Exact Name of Registrant as Specified in its Charter)
| England and Wales | 98-1241619 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |
3871 Lakefield Drive | ||
Suwanee, Georgia (Address of principal executive offices) | 30024 (Zip Code) |
ARRIS International plc Amended and Restated Employee Stock Purchase Plan
(Full titles of the Plan)
Patrick W. Macken
ARRIS International plc
3871 Lakefield Drive
Suwanee, Georgia 30024
(678) 473-2000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
W. Brinkley Dickerson, Jr.
Troutman Sanders LLP
600 Peachtree Street, N.E., Suite 5200
(404) 885-3000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ | |||
| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered | Title of Plan | Amount to be registered(1) | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee | |||||||||||||
| Ordinary Shares, £0.01 nominal value per share | ARRIS International plc Amended and Restated Employee Stock Purchase Plan | 4,000,000 | $ | 26.93 | (2) | $ | 107,720,000 | (2) | $ | 12,484.75 | ||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional Ordinary Shares, £0.01 nominal value per share (“Ordinary Shares”) of ARRIS International plc (the “Registrant”), which may be offered and issued to prevent dilution resulting from adjustments as a result of stock dividends, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments. |
| (2) | Pursuant to Rule 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering are estimated solely for the purpose of calculating the amount of the registration fee and are based on the average of the high and low prices of the Registrant’s Ordinary Shares as reported on The NASDAQ Stock Market LLC on August 11, 2017. |
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
OF FORM S-8 “REGISTRATION OF ADDITIONAL SECURITIES”
This Registration Statement relates to the registration of 4,000,000 additional Ordinary Shares, £0.01 nominal value per share (the “Ordinary Shares”), of ARRIS International plc (the “Registrant”) reserved for issuance and delivery under the ARRIS International plc Amended and Restated Employee Stock Purchase Plan (as amended through May 2017) (the “ESPP”). The increase in the number of shares authorized to be issued under the ESPP was approved by the Registrant’s shareholders on May 10, 2017. The Registrant has previously registered for issuance under the ESPP 1,387,577 Ordinary Shares pursuant to a Registration Statement on Form S-8 filed by the Registrant on January 4, 2016 (the “Prior Registration Statement”). Except to the extent that they are superseded by information contained herein, or in exhibits hereto, the contents of the Prior Registration Statement (File No. 333-208847) are incorporated herein by reference pursuant to General Instruction E to Form S-8.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Suwanee, state of Georgia on the 15th day of August, 2017.
| ARRIS INTERNATIONAL PLC | |||
| By: | /s/ Bruce McClelland | ||
| Name: | Bruce McClelland | ||
| Title: | Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||
| /s/ Bruce McClelland | Chief Executive Officer | August 15, 2017 | ||
| Bruce McClelland | (Principal Executive Officer) | |||
| /s/ David B. Potts | Executive Vice President and Chief Financial Officer | August 15, 2017 | ||
| David B. Potts | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Patrick W. Macken | Senior Vice President, General Counsel and Secretary | August 15, 2017 | ||
| Patrick W. Macken | (Authorized Representative in the United States) | |||
| /s/ Robert J. Stanzione | Executive Chairman | August 15, 2017 | ||
| Robert J. Stanzione | ||||
| /s/ Andrew M. Barron | Director | August 15, 2017 | ||
| Andrew M. Barron | ||||
| /s/ Alex B. Best | Director | August 15, 2017 | ||
| Alex B. Best | ||||
| /s/ J. Timothy Bryan | Director | August 15, 2017 | ||
| J. Timothy Bryan | ||||
| /s/ James A. Chiddix | Director | August 15, 2017 | ||
| James A. Chiddix | ||||
| /s/ Andrew T. Heller | Director | August 15, 2017 | ||
| Andrew T. Heller | ||||
| /s/ Jeong Kim | Director | August 15, 2017 | ||
| Dr. Jeong Kim | ||||
| /s/ Doreen A. Toben | Director | August 15, 2017 | ||
| Doreen A. Toben | ||||
| /s/ Debora J. Wilson | Director | August 15, 2017 | ||
| Debora J. Wilson | ||||
| /s/ David A. Woodle | Director | August 15, 2017 | ||
| David A. Woodle |
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EXHIBIT INDEX
| Exhibit Number | Description of Exhibit | |
| 4.1 | ARRIS International plc Amended and Restated Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.8 to the Annual Report on Form 10-K of ARRIS International plc filed with the Commission on March 1, 2017) | |
| 4.2 | First Amendment to ARRIS International plc Amended and Restated Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of ARRIS International plc filed with the Commission on August 8, 2017) | |
| 5.1 | Opinion of Herbert Smith Freehills LLP* | |
| 23.1 | Consent of Herbert Smith Freehills LLP (included as part of Exhibit 5.1) | |
| 23.2 | Consent of Ernst & Young concerning the financial statements of ARRIS International plc* |
* Filed herewith.
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