8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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                                    FORM 8-K


                                 CURRENT REPORT
                             DATED JANUARY 8, 2002


                                       of


                               ARRIS GROUP, INC.


                             A Delaware Corporation
                   IRS Employer Identification No. 58-2588724
                           SEC File Number 001-16631


                            11450 TECHNOLOGY CIRCLE
                             DULUTH, GEORGIA 30097
                                 (678) 473-2000

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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.


On January 8, 2002, Arris Group, Inc. completed the acquisition of
substantially all of the assets of Cadant, Inc. The transaction is described
more fully in the press release included as Exhibit 99.1 hereto.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(A)  FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED

The financial statements required by this Item will be filed within 60 days
from the date hereof.

(B)  PRO FORMA FINANCIAL INFORMATION

The pro forma financial information required by this Item will be filed within
60 days from the date hereof.

(C)  EXHIBITS

99.1     Press Release issued January 9, 2002.


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                                   SIGNATURES

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.


                                    Arris Group, Inc.


                                    By:      /s/ Lawrence Margolis
                                       ----------------------------------------
                                              Executive Vice President


DATED:  JANUARY 23, 2002


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EX-99.1

                                                                   EXHIBIT 99.1


FOR IMMEDIATE RELEASE                             CONTACT: Jim Bauer
                                                           Investor Relations
                                                           (678) 473-2647
                                                           jim.bauer@arrisi.com

ARRIS COMPLETES TRANSACTION
TO ACQUIRE CADANT Inc.

DULUTH, GA (JANUARY 9, 2002) ARRIS (NASDAQ:ARRS), a global telecommunications
technology leader, announced today that on January 8, 2002, the company
completed its previously announced acquisition of all of the assets of Cadant
Inc., a privately held designer and manufacturer of next-generation Cable Modem
Termination Systems (CMTS). Cadant and ARRIS are the only companies whose
market leading CMTS products have been CableLabs(R) DOCSIS(TM) 1.1 qualified.
Under terms of the transaction, the Company paid 5.25 million shares of ARRIS
common stock for the assets and assumed approximately $17 million in
liabilities. ARRIS also agreed to pay up to 2.0 million additional shares based
upon future sales of the CMTS product.

"We are pleased to welcome Cadant into the ARRIS family," said Bob Stanzione,
ARRIS President & CEO. "It is clear that the combined strengths of our
CableLabs DOCSIS 1.1 qualified Cornerstone(R) CMTS 1500 and the Cadant C4(TM)
CMTS uniquely position us to provide Telephony over Internet Protocol
(ToIP(TM)) and allow us to respond to customer requirements for ToIP and high
speed data transport. These head-end products coupled with the recently
received CableLabs DOCSIS 1.1 certification of our Touchstone(TM) Telephony
Modem, allow worldwide availability of end-to-end IP telephony and data
solutions for operators of all sizes."

The carrier-class Cadant C4 CMTS was declared generally available in November
2001. Numerous C4 CMTS lab and field trials are currently under way with major
North American and European Multiple Systems Operators (MSOs). Publicly
disclosed customers include Sunflower Broadband and GCI. Sunflower Broadband
replaced legacy DOCSIS 1.0 CMTS equipment with the C4 CMTS as the first step in
its upgrade to DOCSIS 1.1. GCI, a MSO with cable deployments throughout Alaska,
chose the C4 CMTS as its multi-service delivery platform initially targeting
tiered data services to residential and business customers.

ARRIS noted that reliable platform based solutions will accelerate the
deployment of internet protocol standards based telephony and data transport
solutions for broadband system operators worldwide. By having the leading
DOCSIS 1.1 qualified rack mounted and high-density chassis based CMTS
architectures, combined with the knowledge and infrastructure gained from the
largest number of cable telephony deployments, the Company is positioned to
help its customers migrate from existing technologies to newer ToIP
technologies. In addition, ARRIS remains committed to CableLabs PacketCable(TM)
standards based IP Telephony.





ABOUT ARRIS

ARRIS provides broadband local access networks with innovative optical
transport, high-speed data and telephony systems for the delivery of voice,
video and data to the home and business. ARRIS complete solutions enhance the
reliability and value of converged services from the network to the subscriber.
Headquartered in Duluth, Georgia, USA, ARRIS has design, engineering,
manufacturing, distribution, service and sales office locations throughout the
world. Information about ARRIS products and services is found at
www.arrisi.com.

                          Forward Looking Statements:

The expectations expressed above with respect to how the transaction will
impact ARRIS' product offering and market position are forward-looking
statements. These statements are based on current expectations, estimates,
forecasts, and projections about the markets in which the Company operates. The
Company cautions that forward-looking statements are not guarantees of future
performance and expressly disclaim any obligation to update any forward-looking
statement. The forward-looking statements involve risks and uncertainties that
may cause actual results to differ materially from those set for the in these
statements. Among other things,

- -        because the market in which ARRIS operates is dynamic, actions taken
         and contemplated may not achieve the desired impact relative to
         changing market conditions and the success of these strategies will be
         dependent on the effective implementation of those plans while
         minimizing organizational disruption;

- -        the process of integrating an acquired business into ARRIS' current
         business is risky and may involve unforeseen operating difficulties
         including the diversion or dilution of management's time from ongoing
         development of the business; possible decline in employee morale and
         retention issues; and the need to integrate various management
         information systems.

In addition to the factors set forth elsewhere in this release, other factors
that could cause results to differ from current expectations include: the
impact of rapidly changing technologies; the impact of competition on product
development and pricing; the ability of ARRIS to react to changes in general
industry and market conditions including regulatory developments; rights to
intellectual property, market trends and the adoption of industry standards;
and consolidations within the telecommunications industry of both the customer
and supplier base. These factors are not intended to be an all-encompassing
list of risks and uncertainties that may affect the Company's business.
Additional information regarding these and other factors can be found in ARRIS'
reports filed with the Securities and Exchange Commission.

Copyright(C) 2002 ARRIS Group Inc. All other trademarks mentioned in this
document are the property of their respective owners.


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