EXHIBIT 1.2
Pricing Agreement
November 24, 2003
CIBC World Markets Corp.
425 Lexington Avenue
New York, New York 10017
Ladies and Gentlemen:
Nortel Networks Inc., as the selling stockholder (the "SELLING
STOCKHOLDER") of shares of Common Stock of Arris Group, Inc., a Delaware
corporation (the "COMPANY"), proposes, subject to the terms and conditions
stated herein and in the Underwriting Agreement dated November 24, 2003 (the
"UNDERWRITING AGREEMENT") attached hereto, to sell to the Underwriter named in
Schedule I hereto (the "UNDERWRITER") the Shares specified in Schedule II hereto
(the "DESIGNATED SHARES" consisting of Firm Shares only). Each of the provisions
of the Underwriting Agreement is incorporated herein by reference in its
entirety, and shall be deemed to be a part of this Agreement to the same extent
as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement. Each reference to the
Representatives in the provisions of the Underwriting Agreement so incorporated
by reference shall be deemed to refer to you. Unless otherwise defined herein,
terms defined in the Underwriting Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Shares, in the form
heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Selling Stockholder
agrees to sell to the Underwriter, and the Underwriter agrees to purchase from
the Selling Stockholder, at the time and place and at the purchase price to the
Underwriter set forth in Schedule II hereto, the number of Firm Shares set forth
opposite the name of the Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us six counterparts hereof, and upon acceptance hereof by you,
this letter and such acceptance hereof, including the provisions of the
Underwriting Agreement incorporated herein by reference, shall constitute a
binding agreement among the Underwriter, the Selling Stockholder and the
Company.
Very truly yours,
Arris Group, Inc.
By: /s/ Lawrence A. Margolis
--------------------------------
Name: Lawrence A. Margolis
Title: Executive Vice-President and
Chief Financial Officer
This Pricing Agreement has been duly authorized, executed and delivered
by Nortel Networks Inc. as of the date first written above.
Nortel Networks Inc.
By: /s/ Arno Nadolny
--------------------------------
Name: Arno Nadolny
Title: Attorney-In-Fact
Accepted as of the date first written above.
CIBC World Markets Corp.
By: /s/ Andrew MacInnes
-------------------------------------
Name: Andrew MacInnes
Title: Managing Director
SCHEDULE I TO PRICING AGREEMENT
NUMBER OF
FIRM SHARES
UNDERWRITER TO BE PURCHASED
----------- ---------------
CIBC World Markets Corp......................... 9,000,000
9,000,000
SCHEDULE II TO PRICING AGREEMENT
TITLE OF DESIGNATED SHARES:
Common Stock
NUMBER OF DESIGNATED SHARES:
Number of Firm Shares: 9,000,000
Maximum Number of Option Shares: 0
INITIAL OFFERING PRICE TO PUBLIC:
$5.65 per Share
PURCHASE PRICE BY UNDERWRITERS:
$5.45 per Share
FORM OF DESIGNATED SHARES:
Definitive form, to be made available for checking at least twenty-four
hours prior to the Time of Delivery at the office of The Depository
Trust Company or its designated custodian
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same-day) funds
BLACKOUT PROVISIONS:
During the period beginning from the date hereof and continuing to and
including the date 60 days after the date of this Agreement, the
Selling Stockholder agrees not to offer, sell contract to sell or
otherwise dispose of, except as provided in the Underwriting Agreement
and hereunder, any securities of the Company that are substantially
similar to the Shares, including but not limited to any securities that
are convertible into or exchangeable for, or that represent the right
to receive, Shares or any such substantially similar securities without
the Underwriter's prior written consent.
During the period beginning from the date hereof and continuing to and
including the date 60 days after the date of this Agreement, the
Company agrees not to offer, sell, contract to sell or otherwise
dispose of, except as provided in the Underwriting Agreement and
hereunder, any securities of the Company that are substantially similar
to the Shares, including but not limited to any securities that are
convertible into or exchangeable for, or that represent the right to
receive, Shares or any such substantially similar securities (other
than (x) pursuant to employee stock option plans existing on, or upon
the conversion or exchange of convertible or exchangeable securities
outstanding as of, the date of this Agreement (y) any securities of the
Company issued in connection with an acquisition of any business or
corporation, partnership, association or other business organization or
division thereof), without the prior written consent of the
Underwriter.
TIME OF DELIVERY:
9:00 a.m. (New York City time), November 28, 2003
CLOSING LOCATION:
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
NAMES AND ADDRESS OF UNDERWRITER:
CIBC World Markets Corp.
425 Lexington Avenue
New York, New York 10017
ADDRESS FOR NOTICES, ETC.:
CIBC World Markets Corp.
425 Lexington Avenue
New York, New York 10017
Attn: Equity Capital Markets
with a copy to:
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
Attn: Roger Meltzer, Esq.