SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO-I
(AMENDMENT NO. 5)
TENDER OFFER STATEMENT UNDER SECTION 14(D) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
ARRIS GROUP, INC.
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(Name of Subject Company (Issuer))
ARRIS GROUP, INC.
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(Names of Filing Persons (Offeror))
Certain Outstanding Options to Purchase ARRIS Group, Inc. Common Stock,
par value $.01 per share
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(Title of Class of Securities)
04269Q100
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(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Lawrence A. Margolis
ARRIS GROUP, INC.
11450 Technology Circle
Duluth, Georgia 30097
Telephone: (678) 473-2000
Copy To:
A. Scott Fruechtemeyer, Esq.
Troutman Sanders LLP
600 Peachtree Street, Suite 5200
Atlanta, Georgia 30308
Telephone: (404) 885-3000
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(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$13,170,797 $1,066**
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* Estimated for purposes of calculating the amount of the filing fee
only. This amount assumes that options to purchase 6,226,306 shares of
common stock of ARRIS Group, Inc. will be exchanged and cancelled
pursuant to this offer. The amount of the filing fee is calculated in
accordance with Section 13(e)(3) of the Securities Exchange Act of
1934, as amended, and is based on the product of (i) the approximate
aggregate value of such options as of June 25, 2003 ($13,170,797),
which is calculated based on the Black-Scholes option pricing model,
multiplied by (ii) $80.90 per each $1.0 million of the value of the
transaction.
** Previously paid.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identifying the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Filing Party:
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Form or Registration No.: Date Filed:
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[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [ ]
INTRODUCTORY STATEMENT
This Amendment No. 5 amends and supplements the Tender Offer Statement
on Schedule TO-I relating to our offer to exchange certain options for shares of
restricted stock upon the terms and subject to the conditions in the Offer to
Exchange dated June 27, 2003. This Amendment No. 5 amends and supplements the
Schedule TO-I originally filed on June 27, 2003, and amended in certain respects
on July 7, 2003, July 9, 2003, July 10, 2003 and July 14, 2003.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to add the following exhibit:
(a)(9) Option Exchange Calculation Example to be distributed to all
eligible employees.
SIGNATURE
After due 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.
ARRIS GROUP, INC.
Date: July 17, 2003 By: /s/ Lawrence A. Margolis
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Lawrence A. Margolis,
Executive Vice President,
Chief Financial Officer and Secretary
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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(a)(9) Option Exchange Calculation Example sent to all eligible employees.