UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Arris Group, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value -------------------------------------------------------------------------------- (Title of Class of Securities) 04269Q100 -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2004 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ----------------------- CUSIP No. 04269Q100 ----------------------- 1 NAME OF REPORTING PERSON S.S. or IDENTIFICATION NO. OF ABOVE PERSON NORTEL NETWORKS CORPORATION 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION CANADA 5 SOLE VOTING POWER NUMBER OF SHARES NONE BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 3,165,000 PERSON WITH: 7 SOLE DISPOSITIVE POWER NONE 8 SHARED DISPOSITIVE POWER 3,165,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,165,000 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.6% 12 TYPE OF REPORTING PERSON CO Item 1. Issuer (a) NAME OF ISSUER: Arris Group, Inc. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 3871 Lakefield Drive, Suwanee, GA 30024 Item 2. Person Filing and Securities Statement Being Filed in Respect Of (a) NAME OF PERSONS FILING: Nortel Networks Corporation (the "Corporation") (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 8200 Dixie Road, Suite 100, Brampton, Ontario L6T 5P6, Canada (c) CITIZENSHIP: Canada (d) TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value (e) CUSIP NUMBER: 04269Q100 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (a) | | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) | | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). Insurance company as defined in section 3(a)(19) of the Act (15 (c) |_| U.S.C. 78c). Investment company registered under Section 8 of the Investment (d) |_| Company Act of 1940 (15 U.S.C. 80a-8). (e) |_| An investment adviser in accordance withss.240.13d-1(b)(1)(ii)(E); An employee benefit plan or endowment fund in accordance (f) |_| withss.240.13d-1(b)(1)(ii)(F); A parent holding company or control person in accordance (g) | | withss.240.13d-1(b)(ii)(G); A savings association as defined in Section 3(b) of the Federal (h) |_| Deposit Insurance Act (12 U.S.C. 1813); A church plan that is excluded from the definition of an (i) |_| investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) AMOUNT BENEFICIALLY OWNED: 3,165,000 (as of December 31, 2004) (b) PERCENT OF CLASS: 3.6% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) Sole power to vote or to direct the vote: NONE (ii) Shared power to vote or to direct the vote: 3,165,000 (iii) Sole power to dispose or to direct the disposition of: NONE (iv) Shared power to dispose or to direct the disposition of: 3,165,000 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: |X| Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. The shares beneficially owned by the Corporation are held directly by Nortel Networks Inc., a wholly owned subsidiary of Nortel Networks Limited, which in turn is a wholly owned subsidiary of the Corporation. Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 11, 2005 NORTEL NETWORKS CORPORATION By: /s/ Katharine B. Stevenson ---------------------------- Name: Katharine B. Stevenson Title: Treasurer By: /s/ Gordon A. Davies ---------------------------- Name: Gordon A. Davies Title: Assistant General Counsel-Securities and Corporate Secretary