8-K/A 1 g74218e8-ka.txt ARRIS GROUP, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT DATED JANUARY 8, 2002 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 ================================================================================ 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 are attached hereto as Exhibit 99.2. (B) PRO FORMA FINANCIAL INFORMATION The pro forma financial information required by this Item are attached hereto as Exhibit 99.3. (C) EXHIBITS 99.1 Press Release issued January 9, 2002. 99.2 Financial Statements of Cadant, Inc. for years ended December 31, 2001 and 2000 with Report of Independent Auditors. 99.3 Pro Forma Financial Information of Arris Group, Inc. and Cadant, Inc. 99.4 Financial Statements of Arris Interactive, LLC. 2 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: FEBRUARY 12, 2002 3