SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13d-101)
(Amendment No. 3)
Arris Group, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
04269Q100
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(CUSIP Number)
Deborah J. Noble
Corporate Secretary
Nortel Networks Corporation
8200 Dixie Road, Suite 100
Brampton, Ontario L6T 5P6
(905) 863-1103
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 25, 2002
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
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 on 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 (the "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).
(Page 1 of 7 Pages)
CUSIP NO. 04269Q100 Page 2 of 7 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nortel Networks Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
Not Applicable
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7. SOLE VOTING POWER
NUMBER OF SHARES
22,000,000 shares
BENEFICIALLY OWNED BY ---------------------------------------------------
8. SHARED VOTING POWER
EACH REPORTING PERSON
0 shares
WITH ---------------------------------------------------
9. SOLE DISPOSITIVE POWER
22,000,000 shares
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10. SHARED DISPOSITIVE POWER
0 shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,000,000 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9%
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14. TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 04269Q100 Page 3 of 7 Pages
AMENDMENT NO. 3
TO
SCHEDULE 13D
This Amendment No. 3 amends the Statement on Schedule 13D filed on August
13, 2001, by and on behalf of Nortel Networks Corporation with respect to its
beneficial ownership of common stock, par value $.01 per share ("Arris Group
Common Stock"), of Arris Group, Inc. (f/k/a Broadband Parent Corporation), a
Delaware corporation ("Arris Group"), as amended by Amendment No. 1 to Schedule
13D filed on June 11, 2002 and Amendment No. 2 to Schedule 13D filed on June 21,
2002 (as amended, the "Statement"). The Statement, as amended by this Amendment
No. 3, is referred to herein as "Schedule 13D." The Schedule 13D is filed to
report the consummation of the sale by Nortel Networks LLC of 15,000,000 shares
of Arris Group Common Stock in a firm commitment underwritten offering pursuant
to an underwriting agreement (the "Underwriting Agreement") among Nortel
Networks LLC, Arris Group, and CIBC World Markets Corp. ("CIBC") and J.P. Morgan
Securities Inc. ("J.P. Morgan"), as representatives of the several underwriters
(collectively, the "Underwriters"). Capitalized terms used and not defined
herein have the meanings set forth in the Statement.
Item 1. Security and Issuer.
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The second paragraph of Item 1 of the Statement is hereby amended and
restated to read as follows:
The 22,000,000 shares of Arris Group Common Stock beneficially owned by
Nortel Networks Corporation are held of record by Nortel Networks LLC, a
Delaware limited liability company whose membership interests are directly and
indirectly held by Nortel Networks Inc., a Delaware corporation. Nortel Networks
Inc. in turn is a wholly owned subsidiary of Nortel Networks Limited, a Canadian
corporation and a wholly owned subsidiary of Nortel Networks Corporation, a
Canadian corporation. Nortel Networks Corporation and the above referenced
affiliates are sometimes collectively referred to herein as "Nortel Networks."
Item 3. Source and Amount of Funds or Other Consideration.
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Item 3 of the Statement is hereby amended and restated to read in its
entirety as follows:
The 22,000,000 shares of Arris Group Common Stock were acquired by Nortel
Networks LLC in exchange for its then existing membership interest in Arris
Interactive L.L.C. ("Arris LLC"), a Delaware limited liability company and a
joint venture of Nortel Networks LLC and Arris International, Inc. (f/k/a ANTEC
Corporation), a Delaware corporation ("ANTEC").
CUSIP NO. 04269Q100 Page 4 of 7 Pages
Item 4. Purpose of Transaction.
----------------------
The fifth paragraph of Item 4 of the Statement is hereby amended and
restated to read in its entirety as follows:
On June 19, 2002, Nortel Networks LLC, Arris Group, and CIBC and J.P.
Morgan, as representatives of the several underwriters, entered into the
Underwriting Agreement pursuant to which Nortel Networks LLC agreed to sell
15,000,000 shares of Arris Group Common Stock to the underwriters and granted
the underwriters an over-allotment option with respect to an additional
2,250,000 shares of Arris Group Common Stock (the "Offering"). On June 25, 2002,
Nortel Networks consummated the sale to the Underwriters of a total of
15,000,000 shares of Arris Group Common Stock. The shares of Arris Group Common
Stock were sold to the public at a price of $4.71 per share, and Nortel Networks
received proceeds of $4.4745 per share, or an aggregate of $67,117,500.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5(a) of the Statement is hereby amended and restated to read in its
entirety as follows:
(a) Nortel Networks Corporation is the beneficial owner of 22,000,000
shares of Arris Group Common Stock, representing approximately 26.9% of the
Arris Group Common Stock issued and outstanding.
Except as set forth in this Item 5, neither Nortel Networks Corporation
nor, to the best of Nortel Networks Corporation's knowledge, any of the
individuals named in Schedule I hereto beneficially owns any shares of Arris
Group Common Stock.
Item 5(b) of the Statement is hereby amended and restated to read in its
entirety as follows:
(b) Nortel Networks Corporation has the sole power to vote or to direct the
vote and sole power to dispose or direct the disposition of the 22,000,000
shares of Arris Group Common Stock.
Item 5(d) of the Statement is hereby amended and restated to read in its
entirety as follows:
(d) Nortel Networks Corporation holds all rights associated with the
22,000,000 shares of Arris Group Common Stock, including the right to receive
dividends on such stock.
CUSIP NO. 04269Q100 Page 5 of 7 Pages
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of Arris Group.
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The paragraphs describing the Underwriting Agreement in Item 6 of the
Statement are hereby amended and restated to read in their entirety as follows:
UNDERWRITING AGREEMENT. On June 19, 2002, Nortel Networks LLC, Arris Group,
and CIBC and J.P. Morgan, as representatives of the several underwriters set
forth in Schedule I thereto, entered into the Underwriting Agreement pursuant to
which Nortel Networks LLC agreed to sell 15,000,000 shares of Arris Group Common
Stock to the underwriters and granted the underwriters an over-allotment option
with respect to an additional 2,250,000 shares of Arris Group Common Stock. On
June 25, 2002, Nortel Networks consummated the sale to the Underwriters of a
total of 15,000,000 shares of Arris Group Common Stock. The shares of Arris
Group Common Stock were sold to the public at a price of $4.71 per share, and
Nortel Networks received proceeds of $4.4745 per share, or an aggregate of
$67,117,500.
The Underwriting Agreement provides, among other things, that Nortel
Networks LLC shall not, for a period of 90 days after the date of the
Underwriting Agreement (through September 17, 2002), (i) offer, pledge, announce
the intention to sell, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase or otherwise transfer or dispose of, directly or indirectly,
any shares of Arris Group Common Stock or any securities convertible into or
exercisable or exchangeable for Arris Group Common Stock other than as a bona
fide gift or bona fide gifts; provided, however, that the recipient of such bona
fide gift or gifts shall execute and be bound by the terms of a lock-up
agreement, substantially in the form attached as Exhibit A thereto, or (ii)
enter into any swap or other agreement that transfers, in whole or in part, any
of the economic consequences of ownership of Arris Group Common Stock, whether
any such transaction described in clause (i) or (ii) above is to be settled by
delivery of Arris Group Common Stock or such other securities, in cash or
otherwise or (iii) make any demand for or exercise any right with respect to the
registration of any shares of Arris Group Common Stock or any security
convertible into or exercisable or exchangeable for Arris Group Common Stock
without the prior written consent of CIBC and J.P. Morgan, in each case other
than (y) the shares of Arris Group Common Stock to be sold pursuant to the
Underwriting Agreement, and (z) any shares of Arris Group Common Stock sold by
Nortel Networks to Arris Group. Notwithstanding the foregoing, Nortel Networks
LLC shall be entitled to have its membership interest in Arris LLC redeemed by
Arris LLC pursuant to the terms of the Option Agreement. Pursuant to the
Underwriting Agreement, Arris Group and Nortel Networks have agreed to indemnify
the underwriters against certain liabilities, including liabilities under the
Securities Act. A copy of the Underwriting Agreement is filed as Exhibit 8 to
the Schedule 13D and incorporated herein by reference.
The second paragraph describing the Option Agreement in Item 6 of the
Statement is hereby amended and restated to read in its entirety as follows:
In addition, the Option Agreement provides that the term of the option
shall commence on the later of (i) the closing date of the sale by Nortel
Networks of at least 10,000,000 shares of Arris Group Common Stock (or such
lesser number of shares as Nortel Networks may elect to sell), in a firm
commitment underwritten public offering pursuant to the
CUSIP NO. 04269Q100 Page 6 of 7 Pages
S-3 Registration Statement, and (ii) June 30, 2002, and shall expire on June 30,
2003. A copy of the Option Agreement is filed as Exhibit 7 to the Schedule 13D
and incorporated herein by reference.
Item 6 of the Statement is hereby further amended to include the following
paragraphs before the last two paragraphs of Item 6:
As a result of the consummation of the Offering, under the Investor Rights
Agreement, after September 30, 2002, Nortel Networks shall be permitted to (i)
dispose of any shares of Arris Group Common Stock to any person or persons in
any manner at any time and from time to time, subject to certain limited
restrictions set forth more fully therein, and (ii) deposit Arris Group voting
securities into a voting trust. In addition, in the event that Arris Group
adopts a shareholder rights plan, Nortel Networks agrees not to bring any claim
or cause of action against Arris Group or its board of directors in connection
with the adoption or administration of such plan, provided that (i) such plan is
customary for a company similarly-situated to Arris Group, and (ii) no member of
Nortel Networks is deemed an "acquiring person" (as such term is customarily
defined) solely by reason of its ownership of Arris Group Common Stock received
pursuant to the Reorganization Agreement on the date of adoption of the
shareholder rights plan.
In addition, as a result of the consummation of the Offering, (i) the
Restricted Period set forth in the Lock-Up Agreement shall commence on June 25,
2002, and (ii) the term of the option set forth in the Option Agreement shall
commence on June 30, 2002.
CUSIP NO. 04269Q100 Page 7 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: June 25, 2002 NORTEL NETWORKS CORPORATION
By: /s/ Deborah J. Noble
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Deborah J. Noble
Corporate Secretary
By: /s/ Blair F. Morrison
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Blair F. Morrison
Assistant Secretary