Edgar Filing: ARRIS GROUP INC

As filed with the Securities and Exchange Commission on March 4, 2004
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ARRIS GROUP, INC.
(Exact name of registrant as specified in its charter)

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DELAWARE 58-2588724

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

11450 TECHNOLOGY CIRCLE, DULUTH, GEORGIA 30097
(678) 473-2000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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LAWRENCE A. MARGOLIS
11450 TECHNOLOGY CIRCLE, DULUTH, GEORGIA 30097
(678) 473-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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With copies to:

W. BRINKLEY DICKERSON, JR.
TROUTMAN SANDERS LLP
600 PEACHTREE STREET, N.E., SUITE 5200
ATLANTA, GEORGIA 30308-2216

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement. If the only
securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [x] 333-105416

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

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TITLE OF EACH CLASS OF PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE AGGREGATE PRICE PER PROPOSED MAXIMUM MOUNT OF REGISTRATION
REGISTERED Registered(3)(4) Unit(1) AGGREGATE OFFERING PRICE A FEE(1)
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Common Stock, $0.01 par 1,500,000 $9.55 $14,325,000 $1,815
value per share (2)
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(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee, based on the average of the high and low price
per share of the Registrant's common stock as reported on the Nasdaq National
Market on March 3, 2004.

(2) Includes preferred stock purchase rights which, prior to the occurrence of
certain events, will not be exercisable or evidenced separately from the common
stock.

(3) Pursuant to Rule 416 under the Securities Act, such number of shares of
common stock registered hereby shall include an indeterminate number of shares
of common stock that may be issued in connection with a stock split, stock
dividend, recapitalization or similar event.

(4) Represents only the additional number of shares that may be issued as a
"make-whole" interest payment upon redemption of the Arris Group, Inc. 4 1/2%
Convertible Subordinated Notes due 2008. Does not include the 25,000,000 shares
registered pursuant to Registration Statement No. 333-105416 as to which a
registration fee was previously paid.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, solely to register additional shares of
common stock, par value $0.01 per share, of Arris Group, Inc. (the "Company").
The contents of the Registration Statement on Form S-3 (Reg. No. 333-105416)
originally filed by the Company with the Securities and Exchange Commission (the
"Commission") on May 20, 2003, as amended by Amendment No. 1 filed with the
Commission on June 6, 2003 and declared effective by the Commission on June 10,
2003, including the exhibits thereto and each of the documents incorporated by
reference therein, are incorporated by reference into this Registration
Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Duluth, State of Georgia, on March 4, 2004.

ARRIS GROUP, INC.
(Registrant)

By: /s/ Lawrence A. Margolis
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Lawrence A. Margolis, Executive Vice
President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated:

/s/ Robert J. Stanzione* Date: March 4, 2004
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Robert J. Stanzione, President,
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)

/s/ Lawrence A. Margolis Date: March 4, 2004
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Lawrence A. Margolis, Executive Vice
President and Chief Financial Officer
(Principal Financial Officer)

/s/ David B. Potts* Date: March 4, 2004
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David B. Potts, Senior Vice President of
Finance and Chief Information Officer
(Principal Accounting Officer)

/s/ Alex B. Best* Date: March 4, 2004
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Alex B. Best, Director

Date: March 4, 2004
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Harry L. Bosco, Director

/s/ John (Ian) Anderson Craig* Date: March 4, 2004
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John (Ian) Anderson Craig, Director

/s/ Matthew B. Kearney* Date: March 4, 2004
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Matthew B. Kearney, Director

/s/ William H. Lambert* Date: March 4, 2004
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William H. Lambert, Director

/s/ John R. Petty* Date: March 4, 2004
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John R. Petty, Director

*By: /s/ Lawrence A. Margolis
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Lawrence A. Margolis, Attorney-in-Fact

INDEX TO EXHIBITS

Exhibit Number Document Description

5.1 Opinion of Troutman Sanders LLP

23.1 Consent of Troutman Sanders LLP (included in Exhibit 5.1)

23.2 Consent of Ernst & Young LLP

24 Power of Attorney (included on signature page to the Arris
Group, Inc. Form S-3 filed May 20, 2003
(File No. 333-105416)).