UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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
Canada
(905) 863-1103
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 24, 2003
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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 13 Pages)
CUSIP NO. 04269Q100 Page 2 of 13 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
14,000,000 shares
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8. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 0 shares
EACH REPORTING PERSON
WITH ----------------------------------------------------
9. SOLE DISPOSITIVE POWER
14,000,000 shares
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10. SHARED DISPOSITIVE POWER
0 shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,000,000 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)
18.6%
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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 13 Pages
AMENDMENT NO. 8
TO
SCHEDULE 13D
This Amendment No. 8 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, Amendment No. 2 to Schedule 13D filed on June 21,
2002, Amendment No. 3 to Schedule 13D filed on June 25, 2002, Amendment No. 4 to
Schedule 13D filed on March 13, 2003, Amendment No. 5 to Schedule 13D filed on
March 19, 2003, Amendment No. 6 to Schedule 13D filed on March 25, 2003 and
Amendment No. 7 to Schedule 13D filed on July 28, 2003 (as amended, the
"Statement"). The Statement, as amended by this Amendment No. 8, is referred to
herein as "Schedule 13D." This Schedule 13D is filed to report, among other
things, that Nortel Networks Inc., Arris Group and CIBC World Markets Corp.
("CIBC") entered into an underwriting agreement and a related pricing agreement
pursuant to which Nortel Networks Inc. has agreed to sell to CIBC, subject to
customary closing conditions, 9,000,000 shares of Arris Group Common Stock.
Capitalized terms used and not defined herein have the meanings set forth in the
Statement.
With respect to Items 2, 4, 5 and 6 of this Schedule 13D, the
Schedule I to the Statement is hereby replaced with the Schedule I attached
hereto.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
The final paragraph of Item 4 of the Statement is hereby deleted in
its entirety and the following paragraphs shall be inserted in lieu thereof:
Arris Group notified Nortel Networks that the July 2003 Registration
Statement was declared effective by the Securities and Exchange Commission on
August 4, 2003.
On November 24, 2003, Nortel Networks Inc., Arris Group and CIBC
entered into an underwriting agreement (the "November 2003 Underwriting
Agreement") pursuant to which Nortel Networks Inc. may enter into one or more
pricing agreements (each a "Pricing Agreement") to sell from time to time to
CIBC and other underwriters shares of Arris Group Common Stock on the terms
specified in any such Pricing Agreement.
On November 24, 2003, Nortel Networks Inc., Arris Group and CIBC
also entered into a pricing agreement (the "November 2003 Pricing Agreement")
pursuant to which Nortel Networks Inc. agreed to sell 9,000,000 shares of Arris
Group Common Stock to CIBC (the "November 2003 Offering"). Pursuant to the terms
of the November 2003 Underwriting Agreement and the November 2003 Pricing
Agreement, and upon consummation of the November 2003 Offering, the price at
which Arris Group Common Stock will be sold to the public will be $5.65 per
share, and Nortel Networks Inc. will receive proceeds from such sale of $5.45
per share, or aggregate proceeds of $49,050,000. Subject to certain customary
closing
CUSIP NO. 04269Q100 Page 4 of 13 Pages
conditions, it is anticipated that the November 2003 Offering will close on or
about November 28, 2003.
On November 25, 2003, Arris Group filed a prospectus supplement (the
"November Prospectus Supplement") pursuant to Rule 424(b)(3) of the Securities
Act in connection with the sale by Nortel Networks Inc. to CIBC of 9,000,000
shares of Arris Group Common Stock registered under the July 2003 Registration
Statement.
Except as set forth in this Schedule 13D, the Reorganization
Agreement, the Arris LLC Operating Agreement, the S-3 Registration Statement,
the Prospectus Supplement, the Option Agreement, the Underwriting Agreement, the
Stock Option Agreement, the Master Securities Loan Agreement, the March
Prospectus Supplement, the July 2003 Registration Statement, the November 2003
Underwriting Agreement, the November 2003 Pricing Agreement and the November
Prospectus Supplement, neither Nortel Networks Corporation nor, to the best of
Nortel Networks Corporation's knowledge, any of the individuals named in
Schedule I hereto has any plans or proposals which related to or which would
result in or relate to any of the actions specified in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF ARRIS GROUP.
-------------------------------------------------------------
The last two paragraphs of Item 6 of the Statement are hereby
deleted in their entirety and the following paragraphs shall be inserted in lieu
thereof:
NOVEMBER 2003 UNDERWRITING AGREEMENT. On November 24, 2003, Nortel
Networks Inc., Arris Group and CIBC entered into the November 2003 Underwriting
Agreement pursuant to which Nortel Networks Inc. may enter into one or more
Pricing Agreements to sell from time to time shares of Arris Group Common Stock
to CIBC and other underwriters on the terms specified in any such Pricing
Agreement. Absent a Pricing Agreement, the November 2003 Underwriting Agreement
shall not be construed as an obligation of Nortel Networks Inc. to sell any of
its shares of Arris Group Common Stock or as an obligation of CIBC or any other
underwriters to purchase any of such shares.
The November 2003 Underwriting Agreement provides, among other
things, that Nortel Networks Inc. shall not, for a period of 60 days after the
date of any Pricing Agreement, (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 the lock-up agreement; 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
CUSIP NO. 04269Q100 Page 5 of 13 Pages
without the prior written consent of the representatives of the underwriters, in
each case other than (y) the shares of Arris Group Common Stock to be sold
pursuant to the November 2003 Underwriting Agreement, or (z) any shares of Arris
Group Common Stock sold by Nortel Networks to Arris Group. Pursuant to the
November 2003 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 November 2003 Underwriting
Agreement is filed as Exhibit 14 to this Schedule 13D and incorporated herein by
reference.
NOVEMBER 2003 PRICING AGREEMENT. On November 24, 2003, Nortel
Networks Inc., Arris Group and CIBC entered into the November 2003 Pricing
Agreement pursuant to which Nortel Networks Inc. agreed to sell 9,000,000 shares
of Arris Group Common Stock to CIBC. Pursuant to the terms of the November 2003
Underwriting Agreement and the November 2003 Pricing Agreement, and upon
consummation of the November 2003 Offering, the price at which Arris Group
Common Stock will be sold to the public will be $5.65 per share, and Nortel
Networks Inc. will receive proceeds from such sale of $5.45 per share, or
aggregate proceeds of $49,050,000. Subject to certain customary closing
conditions, it is anticipated that the November 2003 Offering will close on or
about November 28, 2003. A copy of the November 2003 Pricing Agreement is filed
as Exhibit 15 to this Schedule 13D and incorporated herein by reference.
The foregoing summaries of the Reorganization Agreement, the
Investor Rights Agreement, the Arris LLC Operating Agreement, the Registration
Rights Agreement, the Lock-Up Agreement, the Option Agreement, the Underwriting
Agreement, the Stock Option Agreement, the Registration Rights Letter Agreement,
the CIBC Lock-Up Agreement, the Lock-Up Letter Agreement, the Master Securities
Loan Agreement, the November 2003 Underwriting Agreement and the November 2003
Pricing Agreement are qualified in their entirety by reference to the text of
such agreements incorporated by reference herein.
Except as provided in the Reorganization Agreement, the Investor
Rights Agreement, the Arris LLC Operating Agreement, the Registration Rights
Agreement, the Lock-Up Agreement, the Option Agreement, the Underwriting
Agreement, the Stock Option Agreement, the Registration Rights Letter Agreement,
the CIBC Lock-Up Agreement, the Lock-Up Letter Agreement, the Master Securities
Loan Agreement, the November 2003 Underwriting Agreement or the November 2003
Pricing Agreement or as set forth in this Schedule 13D, neither Nortel Networks
Corporation nor, to the best of Nortel Networks Corporation's knowledge, any of
the individuals named in Schedule I hereto has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of Arris Group, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Item 7 is hereby amended to include the following paragraphs:
Exhibit 14 -- Underwriting Agreement, dated as of November 24, 2003, among
Nortel Networks Inc., Arris Group, Inc. and CIBC World Markets
Corp. (incorporated herein by reference to Exhibit 1.1 to Form
8-K (File No. 001-
CUSIP NO. 04269Q100 Page 6 of 13 Pages
16631), filed by Arris Group, Inc. on November 25, 2003).
Exhibit 15 -- Pricing Agreement, dated as of November 24, 2003, among Nortel
Networks Inc., Arris Group, Inc. and CIBC World Markets Corp.,
(incorporated herein by reference to Exhibit 1.2 to Form 8-K
(File No. 001-16631), filed by Arris Group, Inc. on November
25, 2003).
CUSIP NO. 04269Q100 Page 7 of 13 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: November 25, 2003 NORTEL NETWORKS CORPORATION
By: /s/ Katharine B. Stevenson
-----------------------------------
Katharine B. Stevenson
Treasurer
By: /s/ Gordon Davies
-----------------------------------
Gordon Davies
Assistant Secretary
CUSIP NO. 04269Q100 Page 8 of 13 Pages
SCHEDULE I
NORTEL NETWORKS CORPORATION
AND
NORTEL NETWORKS LIMITED
DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN NON-EXECUTIVE BOARD
APPOINTED OFFICERS
The name, citizenship, present principal occupation or employment,
and the name of any corporation or other organization in which such employment
is conducted, of each of the directors, executive officers and certain
non-executive board appointed officers of Nortel Networks Corporation and Nortel
Networks Limited is set forth below. Unless otherwise indicated below, the
business address of each director, executive officer and certain non-executive
board appointed officers is Nortel Networks Corporation and Nortel Networks
Limited, 8200 Dixie Road, Suite 100, Brampton, Ontario L6T 5P6, Canada.
PRESENT PRINCIPAL
NAME AND CITIZENSHIP OCCUPATION OR EMPLOYMENT
Directors
---------
Blanchard, James J. Piper Rudnick
American 901-15th Street, N.W., Suite 700
Washington, DC 20005-2301 U.S.A.
Brown, Robert E. Chairman of the Board
Canadian/British Air Canada
Air Canada Center
7373 Cote Vertu West
Montreal, Quebec
Canada H4Y 1H4
Cleghorn, John E. Chairman of the Board
Canadian SNC-Lavalin Group Inc.
200 Bay Street, South Tower, Suite 3115
Royal Bank Plaza
Toronto, Ontario M5J 2J5 Canada
Dunn, Frank A. President and Chief Executive Officer
Canadian Nortel Networks Corporation and
Nortel Networks Limited
Fortier, L. Yves Chairman and Senior Partner
Canadian Ogilvy Renault
1981 McGill College Avenue, 12th Floor
Montreal, Quebec H3A 3C1 Canada
CUSIP NO. 04269Q100 Page 9 of 13 Pages
Ingram, Robert A. Vice Chairman Pharmaceuticals
American GlaxoSmithKline
5 Moore Drive
Research Triangle Park, N.C. 27709 U.S.A.
Owens, William A. Chief Executive Officer and Chairman of
American the Board
Teledesic LLC 3740 Carillon Point
Kirkland, WA 98033 U.S.A.
Saucier, Guylaine 1321 Sherbrooke Street West, Suite C-61
Canadian Montreal, Quebec H3G 1J4 Canada
Smith, Jr., Sherwood H. Chairman Emeritus of the Board
American CP&L
One Hanover Square Building
421 Fayetteville Street Mall
Raleigh, N.C. 27601-1748 U.S.A.
Wilson, Lynton R. Chairman of the Board
Canadian CAE Inc.
483 Bay Street, Floor 7, North Tower
Toronto, Ontario M5G 2C9 Canada
Chairman of the Board of Nortel Networks
Corporation
and Nortel Networks Limited
Officers
--------
Dunn, Frank A. President and Chief Executive Officer
Canadian
Beatty, Douglas C. Chief Financial Officer
Canadian
DeRoma, Nicholas J. Chief Legal Officer
American
Mumford, D. Gregory Chief Technology Officer
Canadian 3500 Carling Avenue
Nepean, Ontario
K2H 8E9 Canada
Debon, Pascal President, Wireless Network
French 2221 Lakeside Boulevard
Richardson, Texas
75082-4399 U.S.A.
CUSIP NO. 04269Q100 Page 10 of 13 Pages
Bolouri, Chahram President, Global Operations
Canadian
McFadden, Brian W. President, Optical Networks
Canadian 2351 Boulevard Alfred-Nobel
St. Laurent, Quebec
H4S 2A9 Canada
Pusey, Stephen C. President, Europe, Middle East and
U.K. Africa Maidenhead Office Park,
Westacott Way
Maidenhead, Berkshire
SL6 3QH England
Spradley, Susan L. President, Wireline Networks
American 2221 Lakeside Boulevard
Richardson, Texas
75082-4399 U.S.A.
Tariq, Masood A. President, Global Alliances
Canadian/American 4006 E. Chapel Hill-Nelson Highway
Research Triangle Park, North Carolina
27709 U.S.A.
Donovan, William J. Senior Vice-President, Human Resources
American
Gollogly, Michael J. Controller
Canadian/U.K.
Donoghue, Adrian J. * General Auditor
Canadian
Stevenson, Katharine B. Treasurer
Canadian/American
Noble, Deborah J. * Corporate Secretary
Canadian
Schilling, Steven L. President, Enterprise Accounts
American 4006 E. Chapel Hill-Nelson Highway
Research Triangle Park, North Carolina
27709 U.S.A.
Doolittle, John M. * Vice-President, Tax
Canadian
CUSIP NO. 04269Q100 Page 11 of 13 Pages
Morrison, Blair F. * Assistant Secretary
Canadian
Pahapill, MaryAnne E. * Assistant Treasurer
Canadian
Collins, Malcolm K. President, Enterprise Networks
U.K. 4006 E. Chapel Hill-Nelson Highway
Research Triangle Park, North Carolina
27709 U.S.A.
Hitchcock, Albert R. * Chief Information Officer
U.K. 4006 E. Chapel Hill-Nelson Highway
Research Triangle Park, North Carolina
27709 U.S.A.
Mao, Robert Yu Lang President and Chief Executive Officer,
American Greater China
11/f, Tower 3
Sun Dong An Plaza
138 Wang Fu Jing Da Jie
Beijing, 100006 China
Joannou, Dion C. President, CALA
American 1500 Concord Terrace
Sunrise, Florida 33323 U.S.A.
Davies, Gordon * Assistant Secretary
Canadian
Giamatteo, John J. President, Asia Pacific
American Gate City Ohsaki, East Tower
9F 1-11-2 Ohsaki
Shinagawa-Ku, Tokyo
141-8411 Japan
Karen E. Sledge Assistant Controller
* Non-executive board appointed officers
CUSIP NO. 04269Q100 Page 12 of 13 Pages
DIRECTORS, EXECUTIVE OFFICERS AND NON-EXECUTIVE
BOARD APPOINTED OFFICERS OF
NORTEL NETWORKS INC.
The name, citizenship, present principal occupation or employment,
and the name of any corporation or other organization in which such employment
is conducted, of each of the directors, executive officers and non-executive
board appointed officers of Nortel Networks Inc. is set forth below. Unless
otherwise indicated below, the business address of each director, executive
officer and non-executive board appointed officer is Nortel Networks Inc., 220
Athens Way, Nashville, Tennessee 37228 USA.
PRESENT PRINCIPAL
NAME AND CITIZENSHIP OCCUPATION OR EMPLOYMENT
Directors
---------
Cross, Mary M. President, Nortel Networks Inc.
American 4008 E. Chapel Hill-Nelson Highway
Research Triangle Park, N.C. 27709 U.S.A.
Stevenson, Katharine B. Treasurer, Nortel Networks Corporation
Canadian/American and Nortel Networks Limited
8200 Dixie Road, Suite 100
Brampton, Ontario L6T 5P6 Canada
Officers
--------
Cross, Mary M. President
American 4008 E. Chapel Hill-Nelson Highway
Research Triangle Park, N.C. 27709 U.S.A.
Egan, Lynn C. * Assistant Secretary
American
Gigliotti, Thomas A. * Assistant Secretary
American 4001 E. Chapel Hill-Nelson Highway
Research Triangle Park, N.C. 27709 U.S.A.
Higginbotham, Ernest R. * Assistant Secretary
American 2221 Lakeside Blvd.
Richardson, TX 75082-4399 U.S.A.
Knudsen, Paul T. * Assistant Secretary
Canadian 2221 Lakeside Blvd.
Richardson, TX 75082-4399 U.S.A.
CUSIP NO. 04269Q100 Page 13 of 13 Pages
Krebs, Laurie Vice President, Tax
American 4001 E. Chapel Hill-Nelson Highway
Research Triangle Park, N.C. 27709 U.S.A.
LaSalle, William J. * Secretary
American Nortel Networks Limited
8200 Dixie Road, Suite 100
Brampton, Ontario L6T 5P6 Canada
Lester, Monica L. Treasurer
American
Noble, Deborah J. * Corporate Secretary
Canadian Nortel Networks Corporation and
Nortel Networks Limited
Assistant Secretary, Nortel Networks Inc.
8200 Dixie Road, Suite 100
Brampton, Ontario L6T 5P6 Canada
Stout, Allen K. Vice President, Finance
American
* Non-executive board appointed officers