-----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, Tz/nzdVXKUV9fwi1NOTjqyfHHkWUOUDMq4545t6+ywIY230HROvmGPSYuRISV03V DYP30cJuT094Es1mvKBM1A== 0000950109-97-001929.txt : 19970305 0000950109-97-001929.hdr.sgml : 19970305 ACCESSION NUMBER: 0000950109-97-001929 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970304 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANTEC CORP CENTRAL INDEX KEY: 0000908610 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 363892082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43213 FILM NUMBER: 97550500 BUSINESS ADDRESS: STREET 1: 2850 W GOLF RD STREET 2: SUITE 600 CITY: ROLLING MEADOWS STATE: IL ZIP: 60008 BUSINESS PHONE: 8474394444 MAIL ADDRESS: STREET 1: 2850 W GOLF ROAD CITY: ROLLING MEADOWS STATE: IL ZIP: 60008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCI COMMUNICATIONS INC CENTRAL INDEX KEY: 0000096903 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 840588868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: TERRACE TOWER II STREET 2: 5619 DTC PKWY CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3032675500 MAIL ADDRESS: STREET 1: TERRACE TOWER II STREET 2: 5619 DTC PKWY CITY: ENGLEWOOD STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: TELE COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ANTEC CORPORATION (Name of Issuer) Common Stock, $.01 par value ---------------------------- (Title of Class of Securities) 03664P105 (CUSIP Number) Stephen M. Brett, Esq., Executive Vice President and General Counsel, Tele-Communications, Inc. Terrace Tower II, 5619 DTC Parkway, Englewood, CO 80111, (303-267-5500) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 7, 1997 ---------------- (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(b) (3) or (4), check the following box: [_]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 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 ("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). -1- - ----------------------- --------------------- CUSIP NO. 03664P105 13D - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TELE-COMMUNICATIONS, INC. 84 - 1260157 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 OO - ------------------------------------------------------------------------------ 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ 6 Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 7,181,341 Shares* SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 Shares OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 7,181,341 Shares* PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 Shares - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 7,181,341 Shares* - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13 18.3% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 HC, CO - ------------------------------------------------------------------------------ *Including the 6,327,000 shares currently beneficially owned by TCI together with the additional 854,341 shares TCI would acquire upon the exercise of stock options. (See Items 3 and 5) -2- Cusip No. 03664P105 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. ) Statement of TELE-COMMUNICATIONS, INC. Pursuant to Section 13(d) of the Securities Exchange Act of 1934 in respect of ANTEC CORPORATION (Commission File No. 022336) ITEM 1. Security and Issuer ------------------- Tele-Communications, Inc., a Delaware corporation ("TCI"), is filing this Statement on Schedule 13D (the "Statement"), with respect to the Common Stock, $.01 par value (the "Common Stock"), of Antec Corporation, a Delaware corporation ("Antec"). TCI received its shares of Antec Common Stock by means of the merger of TSX Corporation, a Nevada corporation ("TSX"), into a wholly owned subsidiary of Antec on February 7, 1997 (the "Merger"). Prior to the Merger, TCI beneficially owned 7,181,341 shares of TSX common stock. In the Merger, each issued and outstanding share of TSX common stock was converted into one share of Antec Common Stock. Antec's principal executive offices are located at 2850 West Golf Road, Rolling Meadows, Illinois 60008. ITEM 2. Identity and Background ----------------------- This Statement is being filed by TCI whose principal business and office address is 5619 DTC Parkway, Englewood, Colorado 80111. TCI, through its subsidiaries and affiliates, is principally engaged in the construction, acquisition, ownership, and operation of cable television systems and the provision of satellite-delivered video entertainment, information and home shopping programming services to various video distribution media, principally cable television systems. TCI also has investments in cable and telecommunications operations and television programming in certain international markets as well as investments in companies and joint ventures involved in developing and providing programming for new television and telecommunications technologies. TCI is a Delaware corporation and was incorporated in 1994. TCI Communications, Inc. ("TCIC"), a majority owned subsidiary of TCI, and its predecessors have been -3- Cusip No. 03664P105 engaged in the cable television business since the early 1950's. Prior to August 1994, TCI was named TCI/Liberty Holding Company and TCIC was named Tele- Communications, Inc. Schedule 1 attached to this Statement contains the following information concerning each director, executive officer or controlling person of TCI: (i) name and residence or business address, (ii) principal occupation or employment; and (iii) the name, principal business and address of any corporation or other organization in which such employment is conducted. Schedule 1 is incorporated herein by reference. To the knowledge of TCI, each of the persons named on Schedule 1 (the "Schedule 1 Persons") is a United States citizen. During the last five years, neither TCI nor any of the Schedule 1 Persons (to the knowledge of TCI) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither TCI nor any of the Schedule 1 Persons (to the knowledge of TCI) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- TCI currently beneficially owns through a subsidiary a total of 7,181,341 shares of Common Stock. Such beneficial ownership is comprised of 6,327,000 shares of Common Stock and stock options to acquire up to an additional 854,341 shares of Common Stock (the "TCI Options"). The TCI Options were originally granted by TSX and originally related to TSX common stock. Antec assumed the liability of such TSX stock options in the Merger. The TCI Options are exercisable for Antec Common Stock on the same terms as related to the TSX stock options. TCI did not pay any new consideration in connection with the Merger. For additional information regarding the terms of the stock options granted by TSX, please refer to Amendment No. 3 to TCI's filing on Schedule 13D which related to TCI's ownership of TSX common stock. Such filing is hereby incorporated herein by reference. ITEM 4. Purpose of Transaction ---------------------- Except as otherwise described below, neither TCI nor, to the best of its knowledge, any of its executive officers, directors or controlling persons, have any present plans or proposals which relate to or would result in: (i) any acquisition by any person of additional securities of Antec, or any disposition of securities of Antec; (ii) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Antec or any of its subsidiaries; (iii) any sale or transfer of a material amount of assets of Antec or any of its subsidiaries; (iv) any change in the present board of directors or management of Antec, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of Antec; (vi) any other material change in Antec's business or corporate structure; (vii) any changes in Antec's charter, by-laws, or other instruments corresponding thereto or other actions which may impede the acquisition of control of Antec by any person; (viii) any delisting from a national securities exchange or any -4- loss of authorization for quotation in an inter-dealer quotation system of a registered national securities association of a class of securities of Antec; (ix) any termination of registration pursuant to section 12(g)(4) of the Act, as amended, of a class of equity securities of Antec; or (x) any action similar to any of those enumerated above. Notwithstanding the foregoing, TCI may determine to change its investment intent with respect to Antec at any time in the future. In reaching any conclusion as to its future course of action, TCI will take into consideration various factors, such as Antec's business and prospects, other developments concerning Antec, other business opportunities available to TCI, developments with respect to the business of TCI, and general economic and stock market conditions, including, but not limited to, the market price of the Common Stock of Antec. In particular, TCI reserves the right, depending on other relevant factors, to acquire additional shares of the Common Stock of Antec in open market or privately negotiated transactions. Further, TCI may elect to dispose of all or a portion of its holdings of shares of the Common Stock of Antec or to change its intention with respect to any or all of the matters referred to in this Item at any time in the future. ITEM 5. Interest in Securities of the Issuer ------------------------------------ (a) TCI presently beneficially owns 7,181,341 shares of the Common Stock. Of the 7,181,341 shares beneficially owned, 6,327,000 shares are currently owned of record by a subsidiary of TCI and an additional 854,341 shares may be acquired upon the exercise of the TCI Options. The 7,181,341 shares of Common Stock beneficially owned by TCI represent 18.3% of the 38,419,782 shares of Antec Common Stock outstanding immediately after the Merger, as reported by Antec in its Joint Proxy Statement-Prospectus dated December 31, 1996. Bernard W. Schotters, Senior Vice President and Treasurer of TCI Communications, Inc., presently jointly beneficially owns with his spouse, 24,000 shares of the Common Stock. Mr. and Mrs. Schotters' beneficial ownership of 24,000 shares of the Common Stock represents less than 1% of the 38,419,782 shares of Antec Common Stock outstanding immediately after the Merger. Fred A. Vierra, Executive Vice President of TCI, presently jointly beneficially owns with his spouse 7,500 shares of the Common Stock. Mr. and Mrs. Vierra's beneficial ownership of 7,500 shares of the Common Stock represents less than 1% of the 38,419,782 shares of Antec Common Stock outstanding immediately after the Merger. Other than Mr. Schotters and Mr. Vierra, none of the Schedule 1 Persons has any interest in any securities of Antec. (b) TCI has the sole power to vote or to direct the voting of the shares of the Common Stock that TCI beneficially owns. TCI has the sole power to dispose of, or to direct the disposition of the shares of Common Stock that TCI beneficially owns. To the knowledge of TCI, Mr. and Mrs. Schotters, and Mr. and Mrs. Vierra each have sole power to vote or to direct the voting of the shares of Common Stock that they beneficially own, respectively. To the knowledge of TCI, Mr. and Mrs. Schotters, and Mr. and Mrs. Vierra each have sole power to dispose of, or to direct the disposition of the shares of Common Stock that they beneficially own, -5- Cusip No. 03664P105 respectively. To the knowledge of TCI, the representations contained in the fourth paragraph of Item 2 hereof are also applicable to Mrs. Schotters and Mrs. Vierra, respectively. Mrs. Schotters' mailing address is 19029 E. Davis Place, Aurora, Colorado 80016, and Mrs. Schotters is not presently employed. Mrs. Vierra's mailing address is 77 Glenmoor Drive, Englewood, Colorado 80111, and Mrs. Vierra is not presently employed. (c) Except for the receipt of Antec Common Stock in connection with the Merger, neither TCI nor, to the knowledge of TCI, any of the persons described on Schedule 1, has executed transactions in the Common Stock of Antec during the past sixty (60) days. (d) There is no person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by TCI. To the knowledge of TCI, there is no person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by either Mr. and Mrs. Schotters or Mr. and Mrs. Vierra, respectively. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships -------------------------------------------------------- with Respect to Securities of the Issuer ---------------------------------------- Antec and TCI executed a Registration Rights Agreement, dated as of October 29, 1996, wherein Antec granted demand and incidental registration rights to TCI. The registration rights related to all of the Common Stock presently beneficially owned by TCI and related to any Common Stock that TCI might acquire during the term of the Registration Rights Agreement. A copy of the Registration Rights Agreement is filed herewith as Exhibit 7(A) and is incorporated herein by reference. ITEM 7. Material to be Filed as Exhibits -------------------------------- (A) Registration Rights Agreement, dated as of October 29, 1996, between Antec and TCI. -6- Cusip No. 03664P105 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. March 3, 1997 TELE-COMMUNICATIONS, INC. /s/ Stephen M. Brett --------------------------- Stephen M. Brett Executive Vice President and General Counsel -7- Cusip No. 03664P105 SCHEDULE 1 ---------- Directors, Executive Officers & Controlling Persons of Tele-Communications, Inc. ("TCI") DIRECTORS ---------
Name Principal Occupation & Principal Business or Organization in - ---- Business Address Which such Employment Is Conducted ---------------------- Investment Services ------------------------------------- Tony Lee Coelho Director of TCI; Chairman of the Board & Chief Cable television & telecommunications Executive Officer of ETC w/tci, Inc.; Chairman & programming services & Chief Executive Officer of Coelho Associates, LLC 1325 Avenue of the Americas, 26th Floor New York, New York 10019 Donne F. Fisher Consultant & Director of TCI Cable television & telecommunications 5619 DTC Parkway & programming services Englewood, CO 80111 John W. Gallivan Director of TCI; Chairman of the Board Newspaper publishing of Kearns-Tribune Corporation 400 Tribune Building Salt Lake City, UT 84111 Paul A. Gould Director of TCI, Managing Director of Investment banking services Allen & Company Incorporated 711 5th Avenue New York, New York 10022 Jerome H. Kern Director of TCI; Business Consultant; Special Business Consulting; Law Counsel to Baker & Botts, L.L.P. 5619 DTC Parkway Englewood, CO 80111 Kim Magness Director of TCI & TCI Communications, Inc.; Management of personal investments Manages various personal investments; 4000 E. Belleview Englewood, CO 80111 John C. Malone Chairman of the Board, Chief Executive Officer & Cable television & telecommunications Director of TCI & programming services 5619 DTC Parkway Englewood, CO 80111
-8- Cusip No. 03664P105 Robert A. Director of TCI; President & Chief Executive Motion Picture Industry Officer of Naify Todd-AO Corporation; 172 Golden Gate Avenue San Francisco, CA 94102 JC Sparkman Director of TCI Cable television & telecommunications 5619 DTC Parkway & programming services Englewood, CO 80111
EXECUTIVE OFFICERS ------------------ Name Principal Occupation & Principal Business or Organization in - ---- Business Address Which such Employment Is Conducted ---------------------- ------------------------------------- Peter R. Barton Executive Vice President of TCI Cable television & telecommunications 5619 DTC Parkway & programming services Englewood, CO 80111 Gary K. Bracken Senior Vice President & Controller Cable television & telecommunications of TCI Communications, Inc. & programming services 5619 DTC Parkway Englewood, CO 80111 Stephen M. Brett Executive Vice President, Secretary Cable television & telecommunications & General Counsel of TCI & programming services 5619 DTC Parkway Englewood, CO 80111 Brendan R. Clouston Executive Vice President & Chief Financial Cable television & telecommunications Officer of TCI & programming services 5619 DTC Parkway Englewood, CO 80111 Leo J. Hindery President and Chief Operating Officer of TCI Cable television & telecommunications 5619 DTC Parkway & programming services Englewood, CO 80111 Barry P. Marshall Executive Vice President of TCI Cable television & telecommunications Communications, Inc. 5619 DTC Parkway & programming services Englewood, CO 80111 Larry E. Romrell Executive Vice President of TCI Cable television & telecommunications 5619 DTC Parkway & programming services
-9- Cusip No. 03664P105 Englewood, CO 80111 Bernard W. Senior Vice President - Finance & Treasurer of Cable television & telecommunications Schotters, II TCI Communications, Inc. & programming services 5619 DTC Parkway Englewood, CO 80111 Robert N. Thomson Senior Vice President - Government Affairs of Cable television & telecommunications TCI Communications, Inc. & programming services 5619 DTC Parkway Englewood, CO 80111 Fred A. Vierra Executive Vice President of TCI Cable television & telecommunications 5619 DTC Parkway & programming services Englewood, CO 80111
-10- Cusip No. 03664P105 - -------------------------------------------------------------------------------- EXHIBIT EXHIBIT PAGE NUMBER - -------------------------------------------------------------------------------- 7(A) Registration Rights Agreement, dated as of October 29, 12 1996 between Antec and TCI. -11- EX-99.7A 2 REGISTRATION RIGHTS AGRMT-ANTEC & TCI 10/29/96 REGISTRATION RIGHTS AGREEMENT ----------------------------- REGISTRATION RIGHTS AGREEMENT, dated as of October 29, 1996 (this "Agreement"), by and between the party named on the signature page hereof as the investor ("Investor") and ANTEC Corporation, a Delaware corporation ("ANTEC"). WHEREAS, Investor is the owner of certain shares (the "TSX Shares") of TSX Corporation, a Nevada Corporation ("TSX"), common stock, par value $.01 per share ("TSX Common Stock"), and is entitled to purchase certain additional TSX Shares. WHEREAS, pursuant to a Plan of Merger between ANTEC, TSX and TSX Acquisition Corporation, all of the TSX Shares will be converted into shares of ANTEC common stock, par value $.01 per share ("Common Stock"), and options to purchase TSX Shares will be converted into options to purchase Common Stock. As used herein, "Shares" shall include the Common Stock issued upon conversion and any additional shares of Common Stock held by Investor from time to time during the term of this Agreement. WHEREAS, the sale by Investor of Shares has not been registered pursuant to the Securities Act of 1933, as amended (the "Securities Act") but TSX is obligated to provide such registration under certain circumstances. WHEREAS, in connection with the Plan of Merger, ANTEC desires to provide Investor certain registration rights as provided herein. NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows: 1. Demand Registration ------------------- (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have the right to request registration under the Securities Act, of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule 2 then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of 3 any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned 4 by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller. 2. Incidental Registrations. Each time that ANTEC proposes to register ------------------------ any of its equity securities under the Securities Act (other than a registration effected solely to implement an employee benefit or stock option plan or to sell shares obtained under any employee benefit or stock option plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable) ANTEC will give written notice to the Stockholders of its intention to do so. Each of the Stockholders may give ANTEC a written request to register all or some of its Registrable Shares in the registration described in the written notice from ANTEC as set forth in the foregoing sentence, provided that such written request is given within 20 days after receipt of any such notice from ANTEC (with such request stating (i) the amount of Registrable Securities to be disposed of and the intended method of disposition of such Registrable Securities and (ii) any other information reasonably requested by ANTEC to properly effect the registration of such Registrable Securities). Upon receipt of such request, ANTEC will 5 use its best efforts to cause promptly all such Registrable Securities intended to be disposed of to be registered under the Securities Act so as to permit their sale or other disposition (in accordance with the intended methods set forth in the request for registration), unless the sale is a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith in writing that the inclusion of such securities would adversely affect the offering, in which case the number of shares to be offered for the accounts of the Selling Stockholders shall be reduced or limited in proportion to the number of shares owned by such Selling Stockholders to the extent necessary to reduce the total number of shares to be included in such offering to the amount recommended by such managing underwriting; provided, that if securities are being offered for the account of other persons or entities as well as ANTEC, such reduction shall be made pro rata from the securities intended to be offered by such persons and from the Selling Stockholders. ANTEC's obligations under this Section 2 shall apply to a registration to be effected for securities to be sold for the account of ANTEC as well as a registration statement which includes securities to be offered for the account of other holders of ANTEC equity securities. 3. Expenses of Registration. ANTEC shall pay all costs and expenses ------------------------ incurred in connection with the registration of the Registrable Shares pursuant hereto, including all registration and filing fees, printing expenses, fees and disbursements of counsel and accountants of ANTEC and one set of counsel and accountants for all of the Selling Stockholders. Not withstanding the foregoing, all transfer taxes, brokerage commissions and underwriters' 6 discounts attributable to the Registrable Shares being offered and sold by such Selling Stockholders shall be for the account of the Selling Stockholders. 4. Limitations on Registration Rights. Notwithstanding the provisions ---------------------------------- of Section 1 hereof, ANTEC shall not be required to effect any registration pursuant to Section 1 if (a) the request or requests for registration cover an aggregate number of Registrable Shares having a Market Value of less than $1,000,000 as of the date of the last of such requests; (b) ANTEC has previously filed two registration statements under the Securities Act pursuant to Section 1 of this Agreement; (c) ANTEC, in order to comply with such request, would be required to (i) undergo a special interim audit or (ii) prepare and file with the Commission, sooner than would otherwise be required, pro forma or other financial statements relating to any proposed or probable transaction, or (d) in the opinion of counsel for the Selling Stockholders, each Stockholder could sell in a single transaction under Rule 144 promulgated under the Securities Act the number of Registrable Shares such Stockholder proposes to have registered pursuant to this Agreement. "Market Value" as used in this Agreement shall mean, as to each Registrable Share at any date, the average of the daily closing prices for the Common Stock for the 10 consecutive trading days before the day in question. The closing price for shares of such class for each day shall be the last reported sale price, or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the composite tape, or if the shares of such class are not quoted on the composite tape, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on which such shares of such class are listed or admitted to trading, or if they are not listed 7 or admitted to trading on any such exchange, the closing sale price (or the average of the quoted closing bid and asked prices if no sale is reported) as reported by the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or any comparable system, or if the shares of such class are not quoted on NASDAQ, or any comparable system, the average of the closing bid and asked prices as furnished by any maker in the securities of such class who is a member of the National Association of Securities Dealers, Inc. 5. Obligations with Respect to Registration ---------------------------------------- (a) If and whenever ANTEC is obligated by the provisions of this Agreement to effect the registration of any Registrable Shares under the Securities Act, ANTEC shall: (i) prepare and file with the Commission any amendments and supplements to the Registration Statement and to the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act and the rules and regulations promulgated thereunder with respect to the disposition of all Registrable Shares covered by the Registration Statement for the period required to effect the distribution of such Shares, but in no event shall ANTEC be required to do so for a period of more than 90 days following the effective date of the Registration Statement other than a Shelf Offering and two years following the effective date of a Shelf Offering. (ii) notify the Selling Stockholders and their underwriter, and confirm such advice in writing, (A) when a Registration Statement becomes effective, (B) when any post-effective amendment to a Registration Statement becomes effective, and (C) of any request by 8 the Commission for any amendment of or supplement to a Registration Statement or any prospectus relating thereto or for additional information; (iii) furnish at ANTEC's expense to the Selling Stockholders such number of copies of a preliminary, final, supplemental or amended prospectus, in conformity with the requirements of the Securities Act and the rules and regulations promulgated thereunder, as may reasonably be required in order to facilitate the disposition of the Registrable Shares covered by a Registration Statement, but only while ANTEC is required under the provisions hereof to cause a Registration Statement to remain effective; (iv) register or qualify the Registrable Shares covered by a Registration Statement under such other securities or blue sky laws of such jurisdictions in the United States as the Selling Stockholders shall reasonably request, and do any and all other acts and things which may be necessary to enable each Selling Stockholder whose Registrable Shares are covered by such Registration Statement to consummate the disposition in such jurisdictions of such Registrable Shares; provided, however, that ANTEC shall in no event be required to qualify to do business as a foreign corporation or a dealer in any jurisdiction where it is not so qualified, to conform the composition of its assets at the time to the securities and blue sky laws of such jurisdiction, to exercise or file any general consent to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by the Registration Statement, or to subject itself to taxation, in each case in any jurisdiction where it has not theretofore done so; and 9 (v) cause such Registrable Shares covered by a Registration Statement to be listed on the principal exchange or exchanges on which the Common Stock is then listed upon the sale of such Registrable Shares pursuant to such Registration Statement. (b) ANTEC's obligations under this Agreement with respect to a Selling Stockholder shall be conditioned upon such Selling Stockholder's compliance with the following: (i) Such Selling Stockholder shall cooperate with ANTEC in connection with the preparation of the Registration Statement, and for so long as ANTEC is obligated to file and keep effective the Registration Statement, shall provide to ANTEC, in writing, for use in the Registration Statement, all such information regarding the Selling Stockholder and its plan of distribution of the Registrable shares as may be necessary to enable ANTEC to prepare the Registration Statement and prospectus covering the Registrable Shares, to maintain the currency and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith. (ii) During such time as such Selling Stockholder may be engaged in a distribution of the Registrable Shares, such Selling Stockholder shall comply with Rules 10b-2, 10b-6 and 10b-7 promulgated under the Exchange Act and pursuant thereto it shall, among other things: (A) not engage in any stabilization activity in connection with the securities of ANTEC in contravention of such rules; (B) distribute the Registrable Shares solely in the manner described in the Registration Statement; (C) cause to be furnished to each broker through whom the Registrable Shares may be offered, or to the offeree if an offer is not made through a broker, such 10 copies of the prospectus covering the Registrable Shares and any amendment or supplement thereto and documents incorporated by reference therein as may be required by law; and (D) not bid for or purchase any securities of ANTEC or attempt to induce any person to purchase any securities of ANTEC other than as permitted under the Exchange Act. (iii) If the Registration Statement provides for a Shelf Offering, then at least nine (9) business days prior to any distribution of the Registrable Shares, any Selling Stockholder who is an "affiliated purchaser" (as defined in Rule 10b-6 promulgated under the Exchange Act) of ANTEC shall advise ANTEC in writing of the date on which the distribution by such Selling Stockholder will commence, the number of the Registrable Shares to be sold and the manner of sale. Such Selling Stockholder also shall inform ANTEC when each distribution of such Registrable Shares is complete. 6. Indemnification. --------------- (a) By ANTEC. Except as set forth in the last sentence of this -------- Section 6(a), ANTEC agrees to indemnify and hold harmless, to the full extent permitted by law, each Selling Stockholder, its officers and directors and each person who controls such Selling Stockholder (within the meaning of the Securities Act), and any investment adviser thereof against all losses, claims, damages, liabilities and expenses ("Losses") caused by any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto (the "Disclosure Documents") or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the 11 circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information with respect to such Selling Stockholder furnished in writing to ANTEC by such Selling Stockholder expressly for use therein. In connection with an underwritten offering, ANTEC will indemnify the underwriters thereof, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Shares. ANTEC will reimburse each such indemnified party for all legal or other expenses reasonably incurred by such party in connection with investigating or defending any such claims, including, subject to such indemnified party's compliance with the provisions of the last sentence of subsection (c) of this Section 6, any amounts paid in settlement of any litigation, commenced or threatened. ANTEC shall not be obligated to indemnify any person hereunder to the extent that any such Losses arise out of or are based upon (i) the failure of a Selling Stockholder to give any purchaser of Registrable Shares at or prior to the written confirmation of such sale, a copy of the most recent prospectus relating to the offering and sale of such registrable Shares, or (ii) an untrue statement or alleged untrue statement or omission or alleged omission made in any prospectus used by a Selling Stockholder after such time as ANTEC advised such Selling Stockholder that the filing of a post-effective amendment or supplement thereto was required, except such prospectus as so amended or supplemented. (b) By the Selling Stockholders. In connection with any --------------------------- registration statement in which a Selling Stockholder is participating, each such Selling Stockholder shall furnish to ANTEC in writing such information and affidavits with respect to such Selling 12 Stockholder as ANTEC reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify, to the extent permitted by law, ANTEC, the directors and officers of ANTEC and each person who controls ANTEC (within the meaning of the Securities Act) against any Losses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Disclosure Documents or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit with respect to such Selling Stockholder so furnished in writing by such Selling Stockholder expressly for use in the registration statement, provided that the liability of such Selling Stockholder pursuant to this Section 6(b) shall not exceed an amount equal to the proceeds of the sale of Registrable Shares sold pursuant to such registration statement that are received by or for the benefit of such Selling Stockholder. ANTEC shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished in writing by such persons specifically for inclusion in any prospectus or registration statement. The Selling Stockholders shall reimburse each such indemnified party for all legal or other expenses reasonably incurred by such party in connection with investigating or defending any such claim, including, subject to such indemnified party's compliance with the provisions of the last sentence of subsection (c) of this Section 6, any amounts paid in settlement of any litigation, commenced or threatened. 13 (c) Third Party Claims. Promptly after the receipt by any party ------------------ hereto of notice of any claim, action, suit or proceeding by any person who is not a party to this Agreement (collectively, an "Action") which is subject to indemnification hereunder, such party (the "Indemnified Party") shall give reasonable written notice to the party from whom indemnification is claimed (the "Indemnifying Party"). The Indemnified Party shall be entitled, at the sole expenses and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) admit in writing to the Indemnified Party, the Indemnifying Party's liability to the Indemnified Party for such Action under the terms of this Section 6, (ii) notify the Indemnified Party in writing of the Indemnifying Party's intention to assume the defense thereof, and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Action, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expenses of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expense, (ii) any relief other than the payment of money damages is sought against the Indemnified Party or (iii) the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it 14 which are different from or additional to those available to the Indemnifying Party, and in such case the fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnifying Party shall settle or compromise any such Action in which any relief other than the payment of money damages is sought against any Indemnified Party unless the Indemnified Party consents in writing to such compromise or settlement. No Indemnified Party shall settle or compromise any such Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, unless the Indemnifying Party shall have failed, after reasonable notice thereof, to undertake control of such Action in the manner provided above in this Section 6. (d) Contribution. If the indemnification provided for in subsections ------------ (a) or (b) of this Section 6 is unavailable to or insufficient to hold the indemnified party harmless under subsections (a) or (b) above in respect of any Losses referred to therein for any reason other than as specified therein, then the indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and such indemnified party on the other in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by (or omitted to be supplied by) ANTEC or the Selling Stockholder (or underwriter) and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent 15 such statement or omission. The amount paid or payable by an indemnified party as a result of the Losses referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 7. Miscellaneous. ------------- (a) Notices. All notices, requests, demands, waivers and other ------- communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or mailed, certified or registered mail with postage prepaid, or sent by telex, telegram or telecopier, as follows: (i) if to Investor: Tele-Communications, Inc. 5619 DTC Parkway Englewood, Colorado 80111 Attn: Larry Romrell Facsimile: (303) 488-3200 with a copy similarly addressed: Attention: Legal Department and with a copy to: Sherman & Howard L.L.C. 633 Seventeenth Street Suite 3000 Denver, Colorado 80202 Attn: Charles Y. Tanabe, Esq. Facsimile: (303) 298-0940 16 (ii) if to ANTEC: ANTEC Corporation 2850 West Golf Road Rolling Meadows, Illinois 60008 Attn: General Counsel Facsimile: (847) 439-8559 or to such other person or address as any party shall specify by notice in writing to the other party. Notice of a change of address shall be effective only upon actual receipt thereof. (b) Entire Agreement. This Agreement constitutes the entire agreement ---------------- among the parties hereto and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof. (c) Binding Effect; Benefit. This Agreement shall insure to the ----------------------- benefit of and be binding upon the parties hereto and their respective successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, other than rights conferred upon indemnified persons under Section 6 ad rights conferred upon permitted Transferees. (d) Amendment and Modification. This Agreement may be amended or -------------------------- modified only by an instrument in writing signed by or on behalf of such party and any other person then a Stockholder. Any term or provision of this Agreement may be waived in writing at any time by the party which is entitled to the benefits thereof. 17 (e) Section Headings. The section headings contained in this ---------------- Agreement are inserted for reference purposes only and shall not affect the meaning or interpretation of this Agreement. (f) Counterparts. This Agreement may be executed in counterparts, ------------ each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. (g) Applicable Law. This Agreement and the legal relations between -------------- the parties hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. INVESTOR TCI TSX, Inc. By: ------------------------- Its: -------------------------- ANTEC CORPORATION By: ------------------------- Its: -------------------------- 18 -----END PRIVACY-ENHANCED MESSAGE-----