-----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, Rgx4ZmiYvwiNNC6ikHODTEet53yqXI2YILN/r/mKVnl+MXCpwuc/nxXj09+CAIez rLTQDydzL5fz/Y0qGa8xTA== 0000895813-97-000017.txt : 19970211 0000895813-97-000017.hdr.sgml : 19970211 ACCESSION NUMBER: 0000895813-97-000017 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970207 EFFECTIVENESS DATE: 19970207 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTEC CORP CENTRAL INDEX KEY: 0000908610 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 363892082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-19129 FILM NUMBER: 97520228 BUSINESS ADDRESS: STREET 1: 2850 W GOLF RD STREET 2: SUITE 600 CITY: ROLLING MEADOWS STATE: IL ZIP: 60008 BUSINESS PHONE: 8474394444 MAIL ADDRESS: STREET 1: 2850 W GOLF ROAD CITY: ROLLING MEADOWS STATE: IL ZIP: 60008 S-8 POS 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 1997 Registration No.333-19129 ---------------------------------------------------------------------- ---------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------- POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO FORM S-4 Registration Statement Under The Securities Act of 1933 ---------------------------------------- ANTEC CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-3892082 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 2850 West Golf Road Rolling Meadows, Illinois 60008 (Address of principal executive offices, including zip code) TSX CORPORATION 1996 SECOND AMENDED AND RESTATED LONG-TERM INCENTIVE COMPENSATION PROGRAM TSX CORPORATION 1993 AMENDED AND RESTATED DIRECTORS STOCK OPTION PLAN, AS AMENDED TSX CORPORATION 1994 W.H. LAMBERT STOCK OPTION AGREEMENT (Full title of the plans) James E. Knox 2850 West Golf Road Rolling Meadows, Illinois 60008 (Name and address of agent for service) (847) 439-4444 (Telephone number, including area code, of agent for service) With a copy to: Lesa M. Ingraham Schiff Hardin & Waite 7200 Sears Tower Chicago, Illinois 60606 (312) 258-5996 ---------------------------------------------------------------------- ---------------------------------------------------------------------- 2 EXPLANATORY NOTE ANTEC Corporation (the "Registrant or ANTEC") hereby amends this Registration Statement to register on Form S-8 892,240 shares of Common Stock, par value $0.01 per share, which were previously registered hereby on Form S-4, to be sold upon the exercise of certain options to purchase shares of such Common Stock. Prior to the merger of a wholly-owned subsidiary of the Registrant into TSX Corporation ("TSX"), these options were options to purchase shares of the common stock of TSX. Such options were converted by virtue of that merger into options to purchase Common Stock of the Registrant. The amendment relates to Common Stock issuable in connection with the TSX Second Amended and Restated Long-Term Incentive Compensation Plan, the TSX Amended and Restated Directors Stock Option Plan, as amended, and the TSX W.H. Lambert Stock Option Agreement. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents which have been filed by ANTEC and TSX (which became a wholly-owned subsidiary of the Registrant on February 6, 1997) are incorporated herein by reference: (a) The final prospectus filed as part of the Registrant's Registration Statement on Form S-4, File No. 333-19129, effective December 31, 1996; (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996; (c) The Registrant's Current Report on Form 8-K dated November 1, 1996; (d) The description of the Registrant's Common Stock, $0.01 per share (the "Common Stock") contained in the Registrant's Registration Statement on Form S-4, File No. 333-19129, effective December 31, 1996; (e) TSX Annual Report on Form 10-K for the year ended April 30, 1996, Commission File No. 1-11814; (f) TSX Quarterly Reports on Form 10-Q for the quarters ended July 27, 1996 and October 26, 1996, Commission File No. 1- 11814; and (g) TSX Current Reports on Form 8-K dated June 14, 1996, and November 7, 1996, Commission File No. 1-11814. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated by reference or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that such statement is modified or superseded by any other subsequently filed document which is incorporated or is deemed to be incorporated by reference herein. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. 4 ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Pursuant to the provisions of the Delaware General Corporation Law ("Delaware GCL"), ANTEC has adopted provisions in its Certificate of Incorporation and Bylaws which require ANTEC to indemnify its officers and directors to the fullest extent permitted by law, and eliminate the personal liability of its directors to ANTEC or its stockholders for monetary damages for breach of their duty of due care except: (a) for any breach of the duty of loyalty; (b) for acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law; (c) for liability under Section 174 of the Delaware GCL (relating to certain unlawful dividends, stock repurchases or stock redemptions); or (d) for any transaction from which the director derived any improper personal benefit. In addition, ANTEC's Certificate of Incorporation and Bylaws require ANTEC to indemnify its directors and officers, permit ANTEC to insure its directors and officers and permit ANTEC to indemnify or insure its employees or agents to the fullest extent permitted by Delaware law, including those circumstances in which indemnification would otherwise be discretionary, except that ANTEC shall not be obligated to advance expenses or to indemnify any such person (a) with respect to proceedings, claims or actions initiated or brought voluntarily by any such person and not by way of defense, (b) for any amounts paid in settlement of an action indemnified against by ANTEC without the prior written consent of ANTEC, or (c) in connection with any event in which the person did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the Corporation. The Registrant currently maintains an insurance policy which, within the limits and subject to the terms and conditions thereof, covers certain expenses and liabilities that may be incurred by directors and officers in connection with or as a consequence of certain actions, suits or proceedings that may be brought against them as a result of an act or omission committed or suffered while acting as a director or officer of the Registrant. The Registrant intends to maintain this insurance policy after the completion of the merger. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 5 ITEM 8. EXHIBITS. The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of this registration statement on page II-5. ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration 6 statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 7 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rolling Meadows, State of Illinois, on this 7th day of February, 1997. ANTEC CORPORATION (Registrant) By: /s/ John M. Egan -------------------- John M. Egan President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities and on February 7, 1997. /s/ John M. Egan /s/ Lawrence A. Margolis ------------------------------ ------------------------------- John M. Egan Lawrence A. Margolis President, Chief Executive Executive Vice President Officer and Director and Secretary (Principal Executive Officer) (Principal Financial Officer) /s/ Daniel J. Distel /s/ Rod F. Dammeyer * ------------------------------ ------------------------------- Daniel J. Distel Rod F. Dammeyer, Director Vice President and Controller (Principal Accounting Officer) /s/ James L. Faust * /s/ John R. Petty * ------------------------------ ------------------------------- James L. Faust, Director John R. Petty, Director /s/ Bruce Van Wagner * ------------------------------ ------------------------------- Samuel K. Skinner, Director Bruce Van Wagner, Director /s/ Mary Agnes Wilderotter * ------------------------------ Mary Agnes Wilderotter, Director * By: /s/ Lawrence A. Margolis ----------------------- Lawrence A. Margolis 8 EXHIBIT INDEX EXHIBIT NUMBER 2.1* Plan of Merger, among ANTEC Corporation, TSX Corporation ("TSX") and TSX Acquisition Corporation, dated October 28, 1996 4.1 TSX 1996 Second Amended and Restated Long-Term Incentive Compensation Program (incorporated by reference to Exhibit A to TSX's definitive Proxy Statement dated August 28, 1996 for the 1996 Annual Meeting of TSX stockholders, Commission File No. 1- 11814) 4.2 TSX 1993 Amended and Restated Directors Stock Option Plan (incorporated by reference to Exhibit 4 to TSX's Form S-8, Registration No. 33-84996) 4.3 First Amendment to the TSX 1993 Amended and Restated Directors Stock Option Plan, dated October 28, 1996 4.4 TSX 1994 W.H. Lambert Stock Option Agreement (incorporated by reference to Exhibit 10(A)(1)3 to the TSX Form 10-K dated April 30, 1995, Commission File No. 1-11814) 5* Opinion of Schiff Hardin & Waite as to the legality of the common stock 5.1 Supplemental Opinion of Schiff Hardin & Waite as to the legality of the Shares 8.1* Opinion of Schiff Hardin & Waite regarding certain federal income tax matters 23.1 Consent of Schiff Hardin & Waite (included in Exhibits 5 and 5.1) 23.2 Consent of Ernst & Young LLP 23.3 Consent of KPMG Peat Marwick LLP 23.4* Consent of William H. Lambert 24.1* Powers of Attorney (included on the original signature page of this Registration Statement) * Previously filed. EX-4 2 EXHIBIT 4.3 FIRST AMENDMENT TO THE TSX CORPORATION AMENDED AND RESTATED DIRECTORS STOCK OPTION PLAN This Amendment (the "First Amendment") made this 28th day of October, 1996, by the Board of Directors of TSX Corporation, a Nevada Corporation ("TSX"), to the TSX Corporation Amended and Restated Directors Stock Option Plan (the "DSOP"). WHEREAS, TSX has established the DSOP and has previously reserved and registered on Form S-8 under the Securities Act of 1933, as amended (the "1933 Act"), for issuance under the DSOP, shares of the TSX's authorized and unissued common stock, $.01 par value per share (the "TSX Common Stock"). WHEREAS, TSX has entered into a Plan of Merger (the "Merger"), dated October 28, 1996, by and among ANTEC Corporation, a Delaware Corporation ("ANTEC"), TSX, and TSX Acquisition Corporation, a Nevada Corporation. WHEREAS, the Merger will become effective upon the filing of the Articles of Merger with the Secretary of State of the State of Nevada (the "Effective Time"). WHEREAS, pursuant to the Merger, each option granted by TSX to purchase shares of TSX Common Stock which is outstanding and unexercised immediately prior to the Effective Time shall be automatically converted into an option to purchase the same number of shares of the common stock, par value $.01 per share, of ANTEC (the "ANTEC Common Stock") at the same exercise price and otherwise subject to the terms of the TSX stock option plans and agreements under which they were issued and which relate thereto. WHEREAS, the Board of Directors of the Corporation has decided that it is desirable to amend the DSOP to (i) make clear that each option granted by TSX under the DSOP to purchase shares of TSX Common Stock which is outstanding and unexercised immediately prior to the Effective Time shall be automatically converted into an option to purchase the same number of shares of ANTEC Common Stock at the same exercise price, and (ii) delete from the DSOP every reference to warrants, which have expired and are no longer applicable. NOW, THEREFORE, the DSOP is amended as follows: 1. Subject to the condition provided in paragraph 2 of this First Amendment, Section 10 of the DSOP is hereby replaced in its entirety with the following: 10 10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. In the event of any merger, consolidation or reorganization of the Company with any other corporation or corporations, there shall be substituted for each of the shares of Stock then subject to the Plan or subject to any Options theretofore granted, the number and kind of shares of stock or other securities to which the holders of the shares of Stock will be entitled pursuant to the transaction. In the event of any recapitalization, stock dividend, stock split, combination of shares, or other change in the Stock, the number of and kind of shares of Stock then subject to the Plan or subject to any Options theretofore granted, shall be adjusted in proportion to the change in outstanding shares of Stock. In the event of any such adjustments, the purchase price of any Option and the shares of Stock issuable pursuant to any Option, shall be appropriately and equitably adjusted to provide participants with the same relative rights before and after such adjustment. 2. The effectiveness of the foregoing amendment is conditioned upon and subject to the occurrence of the Effective Time of the Merger. In the event the Merger fails to Close as defined in the Plan of Merger, the foregoing amendment shall terminate and be of no further force or effect. 3. The DSOP is hereby amended to delete references to warrants in each and every respect. 4. All other provisions of the DSOP shall remain the same, and with the amendment herein made are hereby ratified and confirmed. EX-5 3 EXHIBIT 5.1 SCHIFF HARDIN & WAITE 7200 Sears Tower Chicago, Illinois 60606 W. Brinkley Dickerson, Jr. (312) 258-5633 February 7, 1997 ANTEC Corporation 2850 West Golf Road Rolling Meadows, Illinois 60008 Re: Registration of 892,240 Shares of Common Stock Pursuant to the TSX Corporation 1996 Second Amended and Restated Long- Term Incentive Compensation Program, TSX Corporation 1993 Amended and Restated Directors Stock Option Plan, as amended and TSX Corporation 1994 W.H. Lambert Stock Option Agreement ----------------------------------------------------------- Ladies and Gentlemen: We have acted as special counsel to ANTEC Corporation, a Delaware Corporation (the "Company") in connection with the Company's filing of Post-Effective Amendment No. 1 on Form S-8 (the "Amendment") to its Registration Statement on Form S-4, File No. 333-19129 (the "Registration Statement"), which was declared effective on December 31, 1996. The Amendment covers authorized but unissued shares of common stock of the Company, par value $0.01 per share, issuable upon the exercise of outstanding options (the "Options") that have been granted under the TSX Corporation 1996 Second Amended and Restated Long-Term Incentive Compensation Program, TSX Corporation 1993 Amended and Restated Directors Stock Option Plan, as amended, and TSX Corporation 1994 W.H. Lambert Stock Option Agreement (collectively, the "Plans"). This opinion supplements our opinion, dated December 31, 1996, which has been filed as Exhibit 5 to the Registration Statement. In connection with this supplemental opinion, we have made such investigation and have examined such documents as we have deemed necessary in order to enable us to render the opinion contained herein. Based upon the foregoing, it is our opinion that those shares of Common Stock covered by the Amendment have been duly authorized and, when issued upon the valid exercise of the options, will be legally issued, fully paid and nonassessable, subject to the terms and conditions of the Plans. 12 We hereby consent to the filing of this supplemental opinion as an exhibit to the Registration Statement, as amended by the Amendment, and to the reference to us under the caption "Opinions" in the Joint Proxy Statement-Prospectus contained in the Registration Statement. Very truly yours, SCHIFF HARDIN & WAITE By: /s/ W. Brinkley Dickerson, Jr. -------------------------------- W. Brinkley Dickerson, Jr. EX-23 4 Exhibit 23.2 Consent of Independent Auditors We consent to the incoporation by reference in Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 (No. 333-19129) and related Prospectus of ANTEC Corporation of our report dated January 30, 1996, with respect to the consolidated financial statements of ANTEC Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP -------------------------- ERNST & YOUNG LLP Chicago, Illinois February 3, 1997 EX-23 5 Exhibit 23.3 The Board of Directors TSX Corporation: We consent to the use of our report included herein and to the reference to our firm under the heading "Experts" in the registration statement. /s/ KPMG PEAT MARWICK LLP -------------------------- KPMG PEAT MARWICK LLP El Paso, Texas February 3, 1997 -----END PRIVACY-ENHANCED MESSAGE-----