UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Amendment No. 1
FORM 10-K/A
For the fiscal year ended December 31, 2003
of
ARRIS GROUP, INC.
A Delaware Corporation
IRS Employer Identification No. 58-2588724
SEC File Number 000-31254
3871 Lakefield Drive
Suwanee, Georgia 30024
(770) 622-8400
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
Preferred Stock Purchase Rights
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.
ARRIS is unaware of any delinquent filers pursuant to Item 405 of Regulation S-K.
ARRIS Group, Inc. is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
The aggregate market value of ARRIS Group’s Common Stock held by non-affiliates as of June 30, 2003 was approximately $301.3 million (computed on the basis of the last reported sales price per share $4.96 on the Nasdaq National Market System). As of March 9, 2004, 86,695,957 shares of the registrant’s Common Stock were outstanding. For these purposes, directors, officers and 10% shareholders have been assumed to be affiliates.
Portions of ARRIS Group’s Proxy Statement for its 2004 Annual Meeting of Stockholders are incorporated by reference into Part III.
EXPLANATORY NOTE
This Amendment is being filed to include Exhibit 24. 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.
Item 15(a)3. 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
|
(Nortel Networks) Registration Rights Agreement | August 13, 2001 Form 8-K, Exhibit 10.3. | ||
10.1(a)
|
Letter Agreement with Nortel Networks dated March 11, 2003 | March 11, 2003 Form 8-K, Exhibit 10.4. | ||
10.2
|
(Liberty Media) Registration Rights Agreement | December 31, 2002 Form 10-K, Exhibit 10.4 | ||
10.3
|
(Cadant, Inc.) Asset Purchase Agreement dated December 8, 2001 | February 8, 2002 Form S-3, Exhibit 2. | ||
10.4(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. | ||
10.4(b)*
|
Amended and Restated Employment Agreement with Robert J Stanzione, dated August 6, 2001 | September 30, 2001 Form 10-Q, Exhibit 10.10(c). |
2
| The filings referenced for | ||||
| incorporation by reference are | ||||
| ARRIS (formerly known as | ||||
| Exhibit | Broadband Parent, Inc.) filings | |||
| Number |
Description of Exhibit |
unless otherwise noted |
||
10.4(c)*
|
Supplemental Executive Retirement Plan for Robert J. Stanzione effective August 6, 2001 | September 30, 2001 Form 10-Q, Exhibit 10.10(d). | ||
10.5(a)*
|
Amended and Restated Employment Agreement with John M. Egan dated April 29, 1999 | June 30, 1999 Form 10-Q, Exhibit 10.31(a), filed by ANTEC Corporation | ||
10.5(b)*
|
Consulting Agreement with John M. Egan, dated April 27, 1999 | June 30, 1999 Form 10-Q, Exhibit 10.31(b), filed by ANTEC Corporation. | ||
10.5(c)*
|
Supplemental Executive Retirement Plan for John M. Egan | June 30, 1999 Form 10-Q, Exhibit 10.31(c), filed by ANTEC Corporation. | ||
10.6*
|
Amended and Restated Employment Agreement with Lawrence A. Margolis, dated April 29, 1999 | June 30, 1999 Form 10-Q, Exhibit 10.33, filed by ANTEC Corporation. | ||
10.7*
|
Form of Employment Agreement with Gordon E. Halverson, dated January 21, 2002 | March 31, 2002 Form 10-Q, Exhibit 10.9. | ||
10.8*
|
Consulting Agreement dated February 1, 1998 for James L. Faust | December 31, 1998 Form 10-K, Exhibit 10.14, filed by ANTEC Corporation. | ||
10.9*
|
Stock Option Agreement with William H. Lambert dated March 14, 1994 | April 30, 1994 Form 10-K, Exhibit 10(A)(1)(3), filed by TSX Corporation | ||
10.10*
|
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. | ||
10.11*
|
Management Incentive Plan | July 2, 2001 Appendix IV of Proxy Statement filed as part of Registration Statement #333-61524, filed by Broadband Parent Corporation. | ||
10.12
|
Solectron Manufacturing Agreement and Addendum | December 31, 2001 Form 10-K, Exhibit 10.15. | ||
10.13
|
Mitsumi Agreement | December 31, 2001 Form 10-K, Exhibit 10.16. | ||
10.14*
|
Form of Employment Agreement with Ronald M. Coppock | December 31, 2001 Form 10-K, Exhibit 10.17. |
3
| The filings referenced for | ||||
| incorporation by reference are | ||||
| ARRIS (formerly known as | ||||
| Exhibit | Broadband Parent, Inc.) filings | |||
| Number |
Description of Exhibit |
unless otherwise noted |
||
10.15
|
Keptel, Inc. Asset Purchase Agreement | March 31, 2002 Form 10-Q, Exhibit 10.18. | ||
10.16
|
Actives Purchase Agreement dated November 13, 2002 | December 31, 2002 Form 10-K, Exhibit 10.18. | ||
10.17*
|
Employment Agreement and Supplement with James D. Lakin dated August 5, 2001 | December 31, 2002 Form 10-K, Exhibit 10.19. | ||
10.18*
|
Employment Agreement with David B. Potts dated August 5, 2001 | December 31, 2002 Form 10-K, Exhibit 10.20. | ||
10.19
|
4 1/2% Notes Registration Rights Agreement dated March 18, 2003 | March 31, 2003 Form 10-Q, Exhibit 10.5. | ||
21
|
Subsidiaries of the Registrant | December 31, 2003 Form 10-K, Exhibit 21. | ||
23
|
Consent of Ernst & Young LLP | December 31, 2003 Form 10-K, Exhibit 23. | ||
24
|
Power of Attorney | Filed herewith. | ||
31.1
|
Section 302 Certification of the Chief Executive Officer | Filed herewith. | ||
31.2
|
Section 302 Certification of the Chief Financial Officer | Filed herewith. | ||
32.1
|
Section 906 Certification of the Chief Executive Officer | Furnished herewith. | ||
32.2
|
Section 906 Certification of the Chief Financial Officer | Furnished herewith. |
4
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/ David B. Potts David B. Potts Executive Vice President, Chief Financial Officer and Chief Information Officer |
||
| Dated: April 30, 2004 |
5