-----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, FDIQW4IREd8RBvD0tqWe/AZpJrI5x1HLDCqKFXYqJmpslUv6z5Hem4/p+nzxn3iP Dcfevp72nRZQEso/FKmBvQ== 0000895813-97-000023.txt : 19970222 0000895813-97-000023.hdr.sgml : 19970222 ACCESSION NUMBER: 0000895813-97-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970206 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970220 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TSX CORP CENTRAL INDEX KEY: 0000896560 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 742678034 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-57506 FILM NUMBER: 97540267 BUSINESS ADDRESS: STREET 1: 4849 N MESA STREET 2: STE 200 CITY: EL PASO STATE: TX ZIP: 79912 BUSINESS PHONE: 9155334600 MAIL ADDRESS: STREET 1: 4849 N MESA STREET 2: STE 200 CITY: EL PASO STATE: TX ZIP: 79912 8-K 1 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):February 6, 1997 ANTEC CORPORATION (Exact name of registrant as specified in its charter) --------------------------- Delaware 0-22336 36-3892082 (State or other jurisdiction of (Commission file number) (I.R.S. employer incorporation or organization) identification no.) 2850 West Golf Road 60008 Rolling Meadows, Illinois (Zip Code) (Address of principal executive offices) Registrant's telephone number, include area code: (847) 439-4444 Not Applicable (Former name or former address, if changed since last year) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. ------------------------------------ On February 6, 1997, the transactions contemplated by the Plan of Merger ( the "Plan of Merger") dated October 28, 1996, among ANTEC Corporation, a Delaware corporation ("Registrant"), TSX Corporation, a Nevada corporation ("TSX"), and TSX Acquisition Corporation, a Nevada corporation and wholly owned subsidiary of Registrant ("Acquisition"), were consummated. Pursuant to the Plan of Merger, Acquisition merged with and into TSX and each share of common stock of TSX was converted into the right to receive one share of common stock of Registrant. As a result of the merger, Registrant acquired one plant in Jaurez, Mexico, which was used to manufacture high technology optical nodes and distribution amplifiers for the cable television industry. Registrant intends to continue to use the plant in Juarez, Mexico to manufacture such products. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, EXHIBITS. ----------------------------------------------------------- (a) Financial Statements of Business Acquired. The financial statements of TSX (SEC File No. 001-11814) required by this item are hereby incorporated by reference to TSX's Annual Report on Form 10-K for the fiscal year ended April 30, 1996, and subsequent Quarterly Reports on Form 10-Q for the quarters ended July 27, 1996 and October 26, 1996, as filed with the Securities and Exchange Commission. (b) Pro Forma Financial Information. The pro forma financial information required by this item with respect to the merger of Registrant and TSX is hereby incorporated by reference to Registrant's Registration Statement on Form S-4 (Registration No. 333-19129), under the caption "Pro Forma Financial Information," as filed with the Securities and Exchange Commission. (c) Exhibits. Exhibit 2 Plan of Merger dated as of October 28, 1996, among ANTEC Corporation, TSX Corporation and TSX Acquisition Corporation.* Exhibit 23 Consent of KPMG Peat Marwick LLP dated February 18, 1997. Exhibit 99 Press Release dated February 6, 1997. - --------------- * Incorporated by reference to Exhibit 2 to the Current Report on Form 8-K of ANTEC Corporation dated November 1, 1996. 3 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 thereunto duly authorized. ANTEC Corporation Dated: February 19, 1997 By: /s/ Daniel J. Distel ------------------------- Daniel J. Distel Vice President 4 EXHIBIT INDEX ------------- EXHIBIT SEQUENTIALLY NUMBERED PAGE 2 Plan of Merger dated as of October 28, 1996, among ANTEC Corporation, TSX Corporation and TSX Acquisition Corporation.* 23 Consent of KPMG Peat Marwick LLP dated February 18, 1997 5 99 Press Release dated February 6, 1997 6 - --------------- * Incorporated by reference to Exhibit 2 to the Current Report on Form 8-K of ANTEC Corporation dated November 1, 1996. EX-23 2 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors TSX Corporation: We consent to the use of our report included in TSX Corporation's April 30, 1996 Annual Report on Form 10-K, incorporated by reference herein. KMPG PEAT MARWICK LLP El Paso, Texas February 18, 1997 EX-99 3 EXHIBIT 99 FOR IMMEDIATE RELEASE: CONTACTS: James A. Bauer Victor D. Gherson ANTEC Corp. TSX Corp. (847) 439-4444 (915) 543-4862 MERGER OF ANTEC CORPORATION AND TSX CORPORATION COMPLETED Rolling Meadows, IL and El Paso, TX (February 6, 1997) ANTEC Corporation (NASDAQ: ANTC) and TSX Corporation (NASDAQ: TSXX) shareholders today approved the merger of their two companies. With the inclusion of TSX, ANTEC will become the most complete manufacturer and supplier of hybrid fiber/coax products for the cable and telecommunications industries. ANTEC is the surviving publicly-traded company and TSX becomes a wholly-owned subsidiary of ANTEC. TSX stockholders will receive one share of ANTEC common stock for each share of TSX common stock that they own while ANTEC shareholders will continue to own their existing shares. ANTEC Corporation (http://www.antec.com) is an international communications technology company headquartered in Rolling Meadows, Illinois with major offices in Atlanta and Denver. ANTEC specializes in the design and engineering of hybrid fiber/coax (HFC) architectures used in broadband networks and the engineering, manufacturing, product development and distribution of products for these networks. Headquartered in El Paso, Texas, TSX Corporation (http://www.tsx.com), through its Texscan subsidiary, is a leading manufacturer of CATV fiber optic and RF distribution electronics products. -###- -----END PRIVACY-ENHANCED MESSAGE-----