-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OdWSYSX4dbJkQVS4jFeGUa/eBrhzDXyO/S9ZjedxM4Tq9QSjZ1Om6MUCxNvBvRbd UxyB6vAcpyqTexbADMs+Rw== 0000903100-03-000232.txt : 20030728 0000903100-03-000232.hdr.sgml : 20030728 20030728120404 ACCESSION NUMBER: 0000903100-03-000232 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030728 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARRIS GROUP INC CENTRAL INDEX KEY: 0001141107 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 582588724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61849 FILM NUMBER: 03805297 BUSINESS ADDRESS: STREET 1: 11450 TECHNOLOGY CIRCLE CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 6784732000 MAIL ADDRESS: STREET 1: 11450 TECHNOLOGY CIRCLE CITY: DULUTH STATE: GA ZIP: 30097 FORMER COMPANY: FORMER CONFORMED NAME: BROADBAND PARENT CORP DATE OF NAME CHANGE: 20010521 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTEL NETWORKS CORP CENTRAL INDEX KEY: 0000072911 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 621262580 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8200 DIXIE ROAD SUITE 100 STREET 2: BRAMPTON CITY: ONTARIO CANADA STATE: A6 ZIP: L6T 5P6 BUSINESS PHONE: 9058630000 MAIL ADDRESS: STREET 1: 8200 DIXIE ROAD STREET 2: SUITE 100 BRAMPTON CITY: ONTARIO CANADA STATE: A6 ZIP: L6T 5P6 FORMER COMPANY: FORMER CONFORMED NAME: NORTHERN TELECOM LTD DATE OF NAME CHANGE: 19940831 FORMER COMPANY: FORMER CONFORMED NAME: NORTHERN ELECTRIC CO LTD DATE OF NAME CHANGE: 19760324 SC 13D/A 1 amend7_sched13da-72503.txt SCHEDULE 13D A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (RULE 13d-101) (Amendment No. 7) ARRIS Group, Inc. ----------------- (Name of Issuer) Common Stock, $.01 par value per share -------------------------------------- (Title of Class of Securities) 04269Q100 --------- (CUSIP Number) Deborah J. Noble Corporate Secretary Nortel Networks Corporation 8200 Dixie Road, Suite 100 Brampton, Ontario L6T 5P6 Canada (905) 863-1103 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 25, 2003 ------------- (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 11 Pages) CUSIP NO. 04269Q100 Page 2 of 11 Pages - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nortel Networks Corporation - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) Not Applicable - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Canada - ---------------------------------------- --------------------------------------- 7. SOLE VOTING POWER 14,000,000 shares --------------------------------------- 8. SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 0 shares EACH REPORTING PERSON --------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 14,000,000 shares --------------------------------------- 10. SHARED DISPOSITIVE POWER 0 shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,000,000 shares - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.7% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 04269Q100 Page 3 of 11 Pages AMENDMENT NO. 7 TO SCHEDULE 13D This Amendment No. 7 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 and Amendment No. 6 to Schedule 13D filed on March 25, 2003 (as amended, the "Statement"). The Statement, as amended by this Amendment No. 7 is referred to herein as "Schedule 13D." This Schedule 13D is filed to report, among other things, that Arris Group filed a registration statement on Form S-3 (Registration No. 333-107325) with respect to the sale by Nortel Networks Inc. of up to 14,000,000 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 tenth paragraph of Item 4 of the Statement is hereby amended and restated to read in its entirety as follows: On March 20, 2003, in accordance with the terms of the Stock Option Agreement, Arris Group exercised the Stock Option for 8,000,000 shares of Arris Group Common Stock at an exercise price per share equal to $3.50. On March 24, 2003, Nortel Networks Inc. consummated the sale of 8,000,000 shares of Arris Group Common Stock to Arris Group for an aggregate consideration of $28,000,000. Pursuant to the terms of the Stock Option Agreement, there was also a reduction in the forgiveness of the Class B Return equal to 50% of the product of (a) the difference between $4.00 per share and the exercise price per share ($3.50), multiplied by (b) the number of shares of Arris Group Common Stock acquired upon exercise (8,000,000). Accordingly, the amount of this forgiveness was reduced by $2,000,000, which amount was wired to Nortel Networks on March 24, 2003. As described in Item 6 of this Schedule 13D, the Stock Option expired by its terms on June 30, 2003. 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: On July 25, 2003, Arris Group filed a registration statement on Form S-3 (Registration No. 333-107325) (the "July 2003 Registration Statement") with respect to the sale by Nortel Networks Inc. of up to 14,000,000 shares of Arris Group Common Stock as a result of the exercise of certain demand registration rights as described in Item 6 of the Statement, which is incorporated herein by reference. The shares of Arris Group Common Stock registered under CUSIP NO. 04269Q100 Page 4 of 11 Pages the July 2003 Registration Statement may be sold by Nortel Networks Inc., or its pledgees, assignees, donees, distributes, transferees, or any other successors in interest to any or all of the shares of Arris Group Common Stock, from time to time directly to purchasers or through agents, underwriters or dealers on any stock exchange or automated interdealer quotation system on which the shares of Arris Group Common Stock are listed, in the over-the-counter market, in privately negotiated transactions or otherwise. These sales may be at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. 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 and the July 2003 Registration Statement, 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 5. Interest in Securities of the Issuer. ------------------------------------ The first paragraph of 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 14,000,000 shares of Arris Group Common Stock, representing approximately 18.7% of the Arris Group Common Stock issued and outstanding. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to ------------------------------------------------------------------------ Securities of Arris Group. ------------------------- The last paragraph describing the Stock Option Agreement in Item 6 of the Statement is hereby deleted in its entirety and the following paragraph shall be inserted in lieu thereof: On March 20, 2003, in accordance with the terms of the Stock Option Agreement, Arris Group exercised the Stock Option for 8,000,000 shares of Arris Group Common Stock at an exercise price per share equal to $3.50. On March 24, 2003, Nortel Networks Inc. consummated the sale of 8,000,000 shares of Arris Group Common Stock to Arris Group for an aggregate consideration of $28,000,000. Pursuant to the terms of the Stock Option Agreement, there was also a reduction in the forgiveness of the Class B Return equal to 50% of the product of (a) the difference between $4.00 per share and the exercise price per share ($3.50), multiplied by (b) the number of shares of Arris Group Common Stock acquired upon exercise (8,000,000). Accordingly, the amount of this forgiveness was reduced by $2,000,000, which amount was wired to Nortel Networks on March 24, 2003. On June 30, 2003, pursuant to the terms of the Stock Option Agreement, the Stock Option expired. A copy of the Stock Option Agreement is filed as Exhibit 9 to the Statement and incorporated herein by reference. CUSIP NO. 04269Q100 Page 5 of 11 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: July 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 6 of 11 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 7 of 11 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 the Board American 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 8 of 11 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 Africa U.K. 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 9 of 11 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, Greater China American 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 *Non-executive board appointed officers CUSIP NO. 04269Q100 Page 10 of 11 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 and Canadian/American 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 11 of 11 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 -----END PRIVACY-ENHANCED MESSAGE-----