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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 1
FORM 10-K/A
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
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
ARRIS Group's Common Stock and Preferred Stock Purchase Rights are registered
pursuant to Section 12(g) of the Securities Exchange Act of 1934. ARRIS Group
(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.
Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
contained in a definitive proxy statement, portions of which are incorporated by
reference in Part III of this Form 10-K.
The aggregate market value of ARRIS Group's Common Stock held by non-affiliates
as of June 28, 2002 was approximately $270,446,897 (computed on the basis of the
last reported sales price per share $4.48 of such stock on the Nasdaq National
Market System). As of March 24, 2003, 74,641,555 shares of the registrant's
Common Stock were outstanding. For these purposes, directors, officers and 10%
shareholders have been assumed to be affiliates. ARRIS Group, Inc. is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Portions of ARRIS Group's Proxy Statement for its 2003 Annual Meeting of
Stockholders are incorporated by reference into Part III.
EXPLANATORY NOTE
This Amendment is being filed to amend and restate Item 9A of Part II, the
signature page and the Section 302 certifications. Except as expressly stated
herein, this Form 10-K/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 II
ITEM 9A. 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 IV
ITEM 15(c). EXHIBIT LIST
Each management contract or compensation plan required to be filed as an exhibit
is identified by an asterisk (*).
THE FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE ARE
ARRIS (FORMERLY KNOWN AS
EXHIBIT BROADBAND PARENT, INC.) FILINGS
NUMBER DESCRIPTION OF EXHIBIT UNLESS OTHERWISE NOTED
------ ---------------------- ----------------------
3.1 Amended and Restated Certificate of Incorporation......... Registration Statement #333-
61524, Exhibit 3.1.
3.2 Certificate of Amendment to Amended and Restated
Certificate of Incorporation.............................. August 3, 2001 Form 8-A,
Exhibit 3.2.
3.3 By-laws................................................... Registration Statement #333-
61524, Exhibit 3.2, filed by
Broadband Parent Corporation.
4.1 Form of Certificate for Common Stock...................... Registration Statement #333-
61524, Exhibit 4.1.
4.2 Rights Agreement dated October 3, 2002.................... October 3, 2002 Form 8-K
Exhibit 4.1.
4.3 Indenture dated March 18, 2003............................ December 31, 2002 Form 10-K,
Exhibit 4.3.
10.1 Credit Agreement, dated August 3, 2001.................... August 13, 2001 Form 8-K,
Exhibit 10.1.
10.1(a) First Amendment to Credit Agreement dated January 8, December 31, 2001 Form 10-K,
2002...................................................... Exhibit 10.1(a).
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10.1(b) Second Amendment to Credit Agreement dated April 19,
2002...................................................... March 31, 2002 Form 10-Q,
Exhibit 10.1(b).
10.1(c) Third Amendment to Credit Agreement dated April 24,
2002...................................................... March 31, 2002 Form 10-Q,
Exhibit 10.1(c).
10.1(d) Fourth Amendment to Credit Agreement dated May 31,
2002...................................................... June 7, 2002 Form 8-K,
Exhibit 10.1.
10.1(e) Acknowledgment from Lenders, dated June 25
2002...................................................... June 30, 2002 Form 10-Q,
Exhibit 10.1(e).
10.1(f) Fifth Amendment to Credit Agreement dated September 30,
2002...................................................... September 30, 2002 Form 8-K,
Exhibit 10.1.
10.1(g) Sixth Amendment to Credit Agreement dated November 21,
2002...................................................... November 21, 2002 Form 8-K,
Exhibit 10.1.
10.1(i) Limited Waiver to Credit Agreement dated December 5,
2002...................................................... November 21, 2002 Form 8-K,
Exhibit 10.2.
10.1(h) Seventh Amendment to Credit Agreement dated January 2,
2003...................................................... November 21, 2002 Form 8-K,
Exhibit 10.3.
10.1(j) Eighth Amendment to Credit Agreement dated March 11,
2003...................................................... March 11, 2003 Form 8-K,
Exhibit 10.1.
10.2 Second Amended and Restated Investor Rights Agreement
Dated June 7, 2002........................................ June 7, 2002 Form 8-K
Exhibit 10.3.
10.2(a) Option Agreement
Dated June 7, 2002........................................ June 7, 2002 Form 8-K
Exhibit 10.2.
10.2(b) Letter Agreement with Nortel Networks dated
March 11, 2003............................................ March 11, 2003 Form 8-K,
Exhibit 10.2.
10.3 (Nortel Networks) Registration Rights
Agreement................................................. August 13, 2001 Form 8-K,
Exhibit 10.3.
10.3(a) Letter Agreement with Nortel Networks dated
March 11, 2003............................................ March 11, 2003 Form 8-K,
Exhibit 10.4.
10.4 (Liberty Media) Registration Rights Agreement............. December 31, 2002 Form 10-K,
Exhibit 10.4.
10.5 (Cadant, Inc.) Asset Purchase Agreement dated
December 8, 2001.......................................... February 8, 2002 Form S-3,
Exhibit 2.
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10.6(a)* Agreement with Robert J. Stanzione for the
conversion of special 2001 bonus to stock units........... December 31, 1999 Form 10-K, Exhibit
10.10(b), filed by ANTEC Corporation.
10.6(b)* Amended and Restated Employment Agreement, dated
August 6, 2001, with Robert J Stanzione................... September 30, 2001 Form 10-Q,
Exhibit 10.10(c).
10.6(c)* Supplemental Executive Retirement Plan for Robert J
Stanzione................................................. September 30, 2001 Form 10-Q,
Exhibit 10.10(d).
10.7(a)* Amended and Restated Employment Agreement dated
April 29, 1999, with John M. Egan......................... June 30, 1999 Form 10-Q,
Exhibit 10.31(a).
10.7(b)* Consulting Agreement, dated April 27, 1999 with John
M. Egan................................................... June 30, 1999 Form 10-Q, Exhibit
10.31(b), filed by ANTEC Corporation.
10.7(c)* Supplemental Executive Retirement Plan for John M.
Egan...................................................... June 30, 1999 Form 10-Q, Exhibit
10.31(c), filed by ANTEC Corporation.
10.8* Amended and Restated Employment Agreement, dated
April 29, 1999, with Lawrence A. Margolis................. June 30, 1999 Form 10-Q,
Exhibit 10.33, filed by ANTEC
Corporation.
10.9* Form of Employment Agreement with Gordon E.
Halverson................................................. March 31, 2002, Form 10-Q,
Exhibit 10.9.
10.10* Consulting Agreement dated February 1, 1998 for
James L. Faust............................................ December 31, 1998 Form 10-K,
Exhibit 10.14, filed by ANTEC
Corporation.
10.11* Stock Option Agreement with William H. Lambert dated
March 14, 1994............................................ April 30, 1994 TSX Corporation
Form 10-K, Exhibit 10(A)(1)(3)
10.12* 2001 Stock Incentive Plan................................. July 2, 2001 Appendix III of Proxy
Statement filed as part of, Registration
Statement #333-61524, filed by Broadband
Parent Corporation.
10.13* Management Incentive Plan................................. July 2, 2001 Appendix IV of Proxy Statement
filed as part of Registration Statement
#333-61524, filed by Broadband Parent
Corporation.
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10.14 Solectron Manufacturing Agreement and Addendum............ December 31, 2001 Form 10-K,
Exhibit 10.15.
10.15 Mitsumi Agreement......................................... December 31, 2001 Form 10-K,
Exhibit 10.16.
10.16* Form of Employment Agreement with Ronald M.
Coppock................................................... December 31, 2001 Form 10-K,
Exhibit 10.17.
10.17 Keptel, Inc. Asset Purchase Agreement..................... March 31, 2002 Form 10-Q,
Exhibit 10.18.
10.18 Actives Purchase Agreement dated November 13, 2002........ December 31, 2002 Form 10-K,
Exhibit 10.18.
10.19 Employment Agreement with James D. Lakin and Supplement December 31, 2002 Form 10-K,
dated August 5, 2001...................................... Exhibit 10.19.
10.20 Employment Agreement with David B. Potts dated August 5, December 31, 2002 Form 10-K,
2001...................................................... Exhibit 10.20..
10.21 Settlement and Release Agreement dated March 11, 2003..... March 11, 2003 Form 8-K,
Exhibit 10.3
21 Subsidiaries of the Registrant............................ December 31, 2001 Form 10-K,
Exhibit 21.
23 Consent of Ernst & Young LLP.............................. December 31, 2002 Form 10-K,
Exhibit 23.
24 Powers of Attorney........................................ December 31, 2002 Form 10-K,
Exhibit 24.
31.1 Certification by Chief Executive Officer Pursuant to Filed herewith.
Section 302 of Sarbanes-Oxley Act
31.2 Certification by Chief Financial Officer Pursuant to Filed herewith.
Section 302 of Sarbanes-Oxley Act
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of 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
-------------------------------
Lawrence A. Margolis
Executive Vice President,
Chief Financial Officer
Dated: March 11, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
/s/ Robert J. Stanzione President, Chief Executive
Robert J. Stanzione Officer and Chairman
/s/ Lawrence A. Margolis Executive Vice President, Chief
Lawrence A. Margolis Financial Officer
/s/ David B. Potts Senior Vice President of Finance,
David B. Potts Chief Information Officer
(Principal Accounting Officer)
*
Alex B. Best Director
*
Harry L. Bosco Director
*
John Ian Anderson Craig Director
*
Matthew B. Kearney Director
*
William H. Lambert Director
*
John R. Petty Director
* By: /s/ Lawrence A. Margolis
------------------------------
Attorney-in-fact
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