0001144204-18-019401.txt : 20180405 0001144204-18-019401.hdr.sgml : 20180405 20180405163023 ACCESSION NUMBER: 0001144204-18-019401 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180330 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180405 DATE AS OF CHANGE: 20180405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARRIS International plc CENTRAL INDEX KEY: 0001645494 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 981241619 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37672 FILM NUMBER: 18740917 BUSINESS ADDRESS: STREET 1: 3871 LAKEFIELD DRIVE CITY: SUWANEE STATE: GA ZIP: 30024 BUSINESS PHONE: (678)473-2000 MAIL ADDRESS: STREET 1: 3871 LAKEFIELD DRIVE CITY: SUWANEE STATE: GA ZIP: 30024 FORMER COMPANY: FORMER CONFORMED NAME: ARRIS International Ltd DATE OF NAME CHANGE: 20150617 8-K 1 tv490237_8k.htm FORM 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): March 30, 2018

 

 

ARRIS INTERNATIONAL PLC

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

         
England and Wales   001-37672   98-1241619
(State of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)
   

3871 Lakefield Drive

Suwanee, Georgia

  

 

30024

(Address of principal executive offices)   (Zip Code)
     

Registrant’s telephone number, including area code: (678) 473-2000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously announced, effective April 1, 2018, Robert J. Stanzione, Executive Chairman and Chairman of the Board of ARRIS International plc (“ARRIS” or the “Company”), will reduce his day to day activities as an officer of the Company and move to part-time status. In connection therewith, on March 30, 2018, the Company entered into a Fourth Amendment to the Amended and Restated Employment Agreement with Mr. Stanzione (the “Fourth Amendment”). The Fourth Amendment, among other things, (i) clarifies that Mr. Stanzione’s role as an employee of the Company will be in a part-time capacity; (ii) reduces the base salary owed to Mr. Stanzione effective as of April 1, 2018 and clarifies that any bonus owed to Mr. Stanzione for 2018 will be calculated on a pro-rata basis reflecting the change in base salary as of April 1, 2018; and (3) provides that Mr. Stanzione will be eligible to continue to participate in the Company’s benefit plans, to the extent permissible under the terms of the applicable plans for a part-time employee. All other material terms of the Amended and Restated Employment Agreement (as previously amended), remain in full force and effect.

 

A copy of the Fourth Amendment is filled with this Current Report as Exhibit 10.1 and is incorporated by reference into this Item 5.02.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits

 

99.1 Fourth Amendment, dated March 30, 2018, to the Amended and Restated Employment Agreement with Robert J. Stanzione

 

SIGNATURES

 

Pursuant to the requirements 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 INTERNATIONAL PLC
     
  By: /s/ Patrick W. Macken  
    Patrick W. Macken
    Senior Vice President, General Counsel, and Secretary

 

 

Date: April 5, 2018

 

 EX-99.1 2 tv490237_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

FOURTH AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Fourth Amendment”) is made and entered into effective as of the 30th day of March 2018, by and between ARRIS Group, Inc., a Delaware corporation (the “Company”), and Robert J. Stanzione (“Executive”).

 

WHEREAS, the parties hereto have entered into that certain Amended and Restated Employment Agreement dated as of August 6, 2001, which was subsequently amended by (i) the First Amendment to Amended and Restated Employment Agreement dated as of December 7, 2006, (ii) the Second Amendment to Amended and Restated Employment Agreement dated as of November 26, 2008, (iii) that certain Waiver dated as of December 31, 2015 and (iv) the Third Amendment to Amended and Restated Employment Agreement dated as of September 1, 2016 (collectively, the “Agreement”); and

 

WHEREAS, the parties hereto now desire to further amend the Agreement as provided herein.

 

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1.            Capitalized terms that are used but not defined in this Fourth Amendment shall have the meaning specified in the Agreement.

 

2.            Section 1 of the Agreement is amended by deleting such Section 1 in its entirety and inserting the following in lieu thereof:

 

1.       EMPLOYMENT. Effective as of April 1, 2018, Company will employ Executive and Executive will work for Company in the Atlanta area as follows: Executive will serve as Executive Chairman and Chairman of the Board of Directors of Parent until this Agreement is terminated as provided in Section 5 (the “Termination Date”). As Executive Chairman and Chairman of the the Board, Executive will perform the duties and responsibilities customarily performed by persons acting in such capacity and/or as are designated from time to time by the Board of Directors of ARRIS International plc, the parent company of the Company (“Parent”); provided, however, Company and Executive agree that the level of services Executive will perform after April 1, 2018 (whether as an employee or an independent contractor) will permanently decrease to no more than forty-nine percent (49%) of the average level of services Executive performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36)-month period.

 

3.             Section 2 of the Agreement is amended by deleting such Section 2 in its entirety and inserting the following in lieu thereof:

 

  

 

 

2.       COMPENSATION. Company will pay Executive for the performance of Executive's duties as Executive Chairman (a) salary ("Base Compensation"), at the rate of $400,000 a year starting as of April 1, 2018, adjusted thereafter at the discretion of the Board of Directors, and (b) a bonus ("Bonus") for each year and partial year in an amount determined by Company using such criteria as it deems fair and equitable in accordance with past practices, allowing up to 200% of planned Bonus for performance above target goals. The amount of the planned Bonus shall be 100% of total Base Compensation for the year or partial year for which the Bonus is being paid. Executive's Base Compensation shall be payable semi-monthly, and the Bonus shall be payable as soon after the end of each calendar year as it can be determined, but in any event within two and one-half (2-1/2) months thereafter. For any Bonus payable for 2018, the Base Compensation used for the calculation of such Bonus will be pro-rated to reflect the change in Base Compensation effective April 1, 2018 (for avoidance of doubt, 25% of the Bonus for 2018 will be calculated using the Base Compensation for the period January 1, 2018 through March 31, 2018 and the remaining 75% will be calculated using the Base Compensation in effect April 1, 2018 through December 31, 2018).

 

4.            Section 3(a) of the Agreement is amended by deleting such Section 3(a) in its entirety and inserting the following in lieu thereof:

 

Except as otherwise set forth herein, effective as of April 1, 2018, Executive will be entitled to participate in and receive benefits under any retirement plan, health plan, or other similar executive benefit plan or arrangement (collectively "Benefit Plans") generally made available by Company from time to time to its senior executives to the extent consistent with the terms and conditions of such Benefit Plans; except that Executive will continue to participate in and receive benefits under any health, dental and vision plans generally made available by Company from time to time to its senior executives notwithstanding the permanent decrease in the level of services Executive will perform after April 1, 2018 as set forth above. Notwithstanding the foregoing, Executive will not be eligible to participate in or receive benefits under any disability or group basic or supplemental life insurance plan on and after April 1, 2018 because of the permanent decrease in the level of services Executive will perform after April 1, 2018 as set forth above. Company has paid the annual premium for the life insurance covering Executive (provided by Banner) for the year ended December 31, 2018. Company will not pay any further premiums on such life insurance; however, Executive may elect to continue such life insurance by having the policy transferred to Executive and continuing to pay the premiums on such policy. Executive as of April 1, 2018 will experience a “separation from service” for purposes of the non-qualified supplemental pension described in Section 3(b) and will be entitled to distribution of such benefit in accordance with the terms of such arrangement. Executive will not incur a “separation from service” for purposes of the ARRIS Group, Inc. Supplemental Executive Retirement Plan in which Executive participates and will remain eligible to participate therein in accordance with its terms. Executive also will be entitled to such other benefits, including vacation, fringe benefits and expense reimbursement as generally made available by Company from time to time to its senior executives.

 

 

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5.    Section 4 of the Agreement is amended by adding the following to the end thereof:  
     
 

Equity awards previously granted to Executive shall remain outstanding and continue to vest pursuant to their terms. Company will continue to satisfy any applicable tax withholdings with respect to any equity awards granted to Executive by withholding shares of common stock otherwise  deliverable to Executive under such equity awards.

 

6. Except as amended hereby, the Agreement shall remain in full force and effect.
   
7.  The provisions of Sections 9 through 12 of the Agreement shall apply to this Fourth Amendment as if set forth in their entirety herein.
     
  IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment as of the date first above written.

     

 

             

 

   

 

    COMPANY
     
    ARRIS Group, Inc.
     
     
    By: /s/ Patrick Macken  
    Name: Patrick Macken  
    Title: SVP, General Counsel & Secretary  
     
     
    EXECUTIVE
     
  /s/ Robert J. Stanzione  
    Robert J. Stanzione

 

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