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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
DATED NOVEMBER 24, 2003
of
ARRIS GROUP, INC.
A Delaware Corporation
IRS Employer Identification No. 58-2588724
SEC File Number 001-16631
11450 TECHNOLOGY CIRCLE
DULUTH, GEORGIA 30097
(678) 473-2000
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On November 24, 2003, Arris Group, Inc. (the "Company") entered into an
underwriting agreement with CIBC World Markets Corp. (the "Underwriter"), and
Nortel Networks Inc. (the "Selling Stockholder"), relating to a public offering
by the Selling Stockholder of 9,000,000 shares (the "Shares") of the Company's
common stock at a price per share to the public of $5.65. The Company will not
receive any of the proceeds from the sale of the Shares by the Selling
Stockholder. Copies of the underwriting agreement and pricing agreement are
filed as exhibits to this report. The closing of the offering is expected to
occur on November 28, 2003. Upon closing, the Selling Stockholder's ownership of
Company common stock will fall below 10% of the Company's outstanding common
stock. As a result, the Selling Stockholder will no longer be entitled to any
nominees on the Company's Board of Directors pursuant to the investor rights
agreement between the Company and the Selling Stockholder and the Selling
Stockholder will have to cause the resignation of its nominee now serving on the
Company's Board.
The offering is being made under a Registration Statement on Form S-3
(No. 333-107325) (the "Registration Statement"), which was declared effective by
the Securities and Exchange Commission on August 4, 2003. On November 25, 2003,
the Company filed with the Securities and Exchange Commission a supplement,
dated November 24, 2003, to the prospectus in the Registration Statement
relating to the issuance and sale of the Shares.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS
1.1 Underwriting Agreement dated as of November 24, 2003, by and among the
Company, CIBC World Markets Corp. and Nortel Networks Inc.
1.2 Pricing Agreement dated as of November 24, 2003, by and among the
Company, CIBC World Markets Corp. and Nortel Networks Inc.
10.1 Second Amended and Restated Investor Rights Agreement by and among
Nortel Networks LLC, Nortel Networks Inc. and Arris Group, Inc., dated as of
June 7, 2002 (incorporated by reference to Exhibit 10.3 to the Company's Form
8-K, dated June 7, 2002).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
ARRIS Group, Inc.
By: /s/ Lawrence A. Margolis
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Lawrence A. Margolis,
Executive Vice President and Chief
Financial Officer
Dated: November 25, 2003
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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1.1 Underwriting Agreement dated as of November 24, 2003, by and among the
Company, CIBC World Markets Corp. and Nortel Networks Inc.
1.2 Pricing Agreement dated as of November 24, 2003, by and among the
Company, CIBC World Markets Corp. and Nortel Networks Inc.
10.1 Second Amended and Restated Investor Rights Agreement by and among
Nortel Networks LLC, Nortel Networks Inc. and Arris Group, Inc., dated
as of June 7, 2002 (incorporated by reference to Exhibit 10.3 to the
Company's Form 8-K, dated June 7, 2002).