8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________

FORM 8-K

Current Report
Dated March 18, 2003

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

TABLE OF CONTENTS

EX-99.1 Press Release issued March 18, 2003

Item 5.   Other Events.

     On March 18, 2003, we issued a press release announcing the completion of the sale of our 4 1/2% convertible subordinated notes due 2008 in the aggregate principal amount of $125,000,000 in a transaction exempt from the registration requirements of the Securities Act. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

99.1 Press Release issued March 18, 2003.

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/ David B. Potts
		David B. Potts Senior Vice President of Finance and Chief         Information Officer
Dated: March 18, 2003

EX-99.1 3 g81393exv99w1.txt EX-99.1 PRESS RELEASE ISSUED MARCH 18, 2003 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Jim Bauer Investor Relations (678) 473-2647 jim.bauer@arrisi.com ARRIS ANNOUNCES THE CLOSING OF $125 MILLION IN THEIR 4.5% CONVERTIBLE SUBORDINATED NOTE OFFERING DULUTH, GA. (MARCH 18, 2003) ARRIS (NASDAQ:ARRS) today announced the closing of a total of $125 million of convertible subordinated notes due 2008 in a Rule 144A offering. The increase to a total of $125 million from the $105 million, which was priced and announced on March 13, 2003, reflects the exercise of the over allotment option granted to CIBC World Markets. The Company will use $86.4 million of the net proceeds from the offering to immediately redeem the outstanding balance of the membership interest currently owned by Nortel Networks (NYSE:NT). The company may use some or all of the remaining proceeds to repurchase, at a discount, as many as possible of the outstanding shares of ARRIS stock currently owned by Nortel Networks. The notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and accordingly, the Notes were offered and sold within the United States in a Rule 144A offering only to "qualified institutional buyers" and outside of the United States in accordance with Regulation S under the Securities Act. ARRIS is a leading provider of innovative broadband local access networks and high-speed data and telephony systems for the delivery of voice, video and data to the home and business. From the network to the subscriber, ARRIS provides complete solutions that add reliability and value. Headquartered in Duluth, Georgia, USA, ARRIS has design, engineering, manufacturing, distribution, and sales office locations throughout the world. Information about ARRIS products and services can be found at www.arrisi.com. # # # # # -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1



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

              ARRIS ANNOUNCES THE CLOSING OF $125 MILLION IN THEIR
                   4.5% CONVERTIBLE SUBORDINATED NOTE OFFERING

DULUTH, GA. (MARCH 18, 2003) ARRIS (NASDAQ:ARRS) today announced the closing of
a total of $125 million of convertible subordinated notes due 2008 in a Rule
144A offering. The increase to a total of $125 million from the $105 million,
which was priced and announced on March 13, 2003, reflects the exercise of the
over allotment option granted to CIBC World Markets.

The Company will use $86.4 million of the net proceeds from the offering to
immediately redeem the outstanding balance of the membership interest currently
owned by Nortel Networks (NYSE:NT). The company may use some or all of the
remaining proceeds to repurchase, at a discount, as many as possible of the
outstanding shares of ARRIS stock currently owned by Nortel Networks.

The notes have not been registered under the Securities Act of 1933, as amended,
or any state securities laws, and accordingly, the Notes were offered and sold
within the United States in a Rule 144A offering only to "qualified
institutional buyers" and outside of the United States in accordance with
Regulation S under the Securities Act.

ARRIS is a leading provider of innovative broadband local access networks and
high-speed data and telephony systems for the delivery of voice, video and data
to the home and business. From the network to the subscriber, ARRIS provides
complete solutions that add reliability and value. Headquartered in Duluth,
Georgia, USA, ARRIS has design, engineering, manufacturing, distribution, and
sales office locations throughout the world. Information about ARRIS products
and services can be found at www.arrisi.com.

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