SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: OCTOBER 23, 2000
DATE OF EARLIEST EVENT REPORTED: OCTOBER 23, 2000
COMMSCOPE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12929 36-4135495
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
1375 LENOIR RHYNE BOULEVARD,
HICKORY, NORTH CAROLINA 28602
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (828) 324-2200
Item 5. Other Events.
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On October 23, 2000, the registrant issued the press release filed as
Exhibit 99.1 hereto.
Item 9. Regulation FD Disclosure.
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INTRODUCTION
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On October 23, 2000, new Securities and Exchange Commission rules,
collectively referred to as "Regulation FD," become effective. We interpret
Regulation FD to require us, among other things, and under certain
circumstances, to have procedures reasonably designed to assure that, if
some stockholders learn information about CommScope that is material (and
which those stockholders might reasonably be expected to take into
consideration before buying or selling CommScope's securities), that
information will become publicly available at or close to the same time.
CommScope is filing this procedural Form 8-K to alert its stockholders to
the practices we will try to follow to comply substantially with this
requirement.
COMMSCOPE'S WEBSITE
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CommScope maintains a corporate website at www.commscope.com, on which
we post significant corporate information from time to time. We believe our
website is an efficient and expeditious way to communicate with
stockholders simultaneously and instantaneously. Accordingly, we intend to
utilize our website to implement our practices in response to Regulation
FD. We do not expect to file a Form 8-K each time we make a public
disclosure. Instead, we will utilize our website for that purpose. The only
way stockholders can be certain to learn information we may disclose in
response to the requirements of Regulation FD, therefore, will be to review
our website.
We will maintain two discrete information sections on our website. The
first of these will be headed "Current Disclosures". When we first post
information on our website in light of Regulation FD, the information will
be dated and will be maintained in that location for a period of 5 business
days. During the period information is posted in our "Current Disclosures"
section, we intend to maintain the information in as current and accurate a
form as we can. Posting information on this section of our website is not
intended to, and does not, constitute a determination by us that the
information is in fact material. Materiality is a complex concept, and we
expect to make disclosures of information that may not be material, out of
an abundance of caution in light of the requirements of Regulation FD.
Similarly, the fact that we post information on this section of our website
does not constitute a determination that dissemination of that information
is required by Regulation FD.
Upon the passage of 5 business days, information originally posted to
the "Current Disclosures" section of our website will be moved to a second
section that will be headed "Archived Disclosures". Information will be
moved to our "Archival" section for two years for historical reasons only,
and will not be maintained or updated for accuracy; CommScope explicitly
disclaims any responsibility for, or intention of, updating that
information and such information should not be relied upon.
ANALYST MEETINGS, CONFERENCE CALLS AND DISCUSSIONS WITH ANALYSTS AND
INSTITUTIONAL INVESTORS
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From time to time, CommScope officials meet with, or talk to, analysts
who follow the Company. These conversations are not intended to divulge
material nonpublic information about CommScope, and we will take
appropriate steps to avoid such disclosures from occurring. If nonpublic
information that may be material is divulged, however, we will attempt to
disseminate that information to all stockholders on our website (in the
"Current Disclosures" section) as soon as possible after the initial
disclosure has occurred. Where meetings or conference calls with analysts
are arranged, we will endeavor to post advance notice of the date and time
of such interchanges in the "Current Disclosures" section of our website,
along with the methods by which stockholders and other members of the
public may listen to these interchanges as they occur. Replays of these
interchanges will be prepared and posted promptly, and maintained in the
"Current Disclosures" section of our website for our usual 5 business-day
period. Thereafter, this information will be moved to our "Archival"
section.
CommScope officials expect to receive communications or inquires from
individual analysts, or specific institutional investors. When
conversations with these persons occur, they are not intended to divulge
material nonpublic information about CommScope, and we take appropriate
steps to avoid such disclosures. If we become aware that information which
might be material may have been disclosed during one of these informal
encounters, however, we will post a brief summary of the information that
has been disclosed in the "Current Disclosures" section of our website, and
maintain that disclosure for our usual 5 business-day period. Thereafter,
this information will be moved to our "Archival" section. We do not intend
to identify the specific person with whom these conversations may have
taken place. Moreover, if several conversations occur, either within a
single day or with a series of individuals, we will not make a separate
listing for each discussion that occurs within a 5 business day period. The
posting of information in accordance with these procedures is not intended
to, and does not, constitute a determination by CommScope that the
information is material, or that investors should consider that information
before deciding whether to buy or sell CommScope's securities.
FURTHER INFORMATION
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Regulation FD is new. We intend to monitor our policies and practices
to see whether they are fulfilling their intended purpose. We encourage our
stockholders to communicate with us if you have suggestions or comments
regarding these procedures. Please address any such communications to:
Mr. Philip M. Armstrong, Jr.
Vice President-Investor Relations & Corporate Communications
CommScope, Inc.
1375 Lenoir Rhyne Blvd. Hickory, NC 28601
(828) 323-4848
parmstro@commscope.com
Item 7. Financial Statements and Exhibits.
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Exhibit Description Page No.
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99.1 Press Release issued October 23, 2000 7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
Dated: October 23, 2000
COMMSCOPE, INC.
By: /s/ Jearld L. Leonhardt
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Jearld L. Leonhardt
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
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99.1 Press Release issued October 23, 2000