-----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, M1egiQ/aUSwAfZ0D8CtdYSgFOE4CvohA8eOgcJeNEqX+8uJJNtsOhRsVaoNbJnYO VuBTvWSJ7IGQwjygDGUP7w== 0000950137-96-001726.txt : 19960918 0000950137-96-001726.hdr.sgml : 19960918 ACCESSION NUMBER: 0000950137-96-001726 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960917 EFFECTIVENESS DATE: 19960917 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 SEC ACT: 1933 Act SEC FILE NUMBER: 333-12131 FILM NUMBER: 96631064 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 1 FORM S-8 1 As filed with the Securities and Exchange Commission on September 16, 1996 File No. 33-___________ ______________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ____________________________ FORM S-8 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 (I.R.S. Employer Identification No.) of Incorporation or Organization) 2850 W. Golf Road Rolling Meadows, Illinois 60008 (Address of Principal Executive Offices) (Zip Code) ANTEC CORPORATION AMENDED AND RESTATED EMPLOYEE STOCK INCENTIVE PLAN (Full Title of the Plan) Lawrence A. Margolis 2850 W. Golf Road Rolling Meadows, Illinois (Name and Address of Agent for Service) (847)439-4444 (Telephone Number, Including Area Code, of Agent for Service) ___________________________ CALCULATION OF REGISTRATION FEE
____________________________________________________________________________________________________________________________ Proposed Maximum Title of Securities Additional Amount Maximum Offering Aggregate Offering Amount of to be Registered to be Registered Price Per Share(1) Price(1) Registration Fee ____________________________________________________________________________________________________________________________ Common Stock ($.01 per share par value).................................. 1,300,000 shares $15.06 $19,578,000 $6,751.03 ____________________________________________________________________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant's Common Stock as reported on the NASDAQ Stock Market on September 10, 1996. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The number of shares of Common Stock covered by ANTEC Corporation's Amended and Restated Employee Stock Incentive Plan has been increased from 1,925,000 shares to 3,225,000 shares of Common Stock. The contents (including Exhibits 4.1 through 4.4(b)) of the Registration Statement, File Number 33-71384, covering the initial 1,925,000 shares are incorporated by reference in this Registration Statement covering the additional 1,300,000 shares. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Certain legal matters with respect to the legality of the Common Stock offered hereby will be passed upon for the Company by James E. Knox, General Counsel of the Company. Mr. Knox holds a total of 42,800 shares and options to acquire shares of Common Stock and a total of 419,244 shares and options to acquire shares of common stock of Anixter International Inc., which owns approximately 31% of the Common Stock. 2 3 EXHIBIT INDEX
Exhibit Sequential Number Description of Exhibit Page Number ------- --------------------------------------------- ----------- 4 Amendment Increasing Number of Shares Covered by Amended and Restated Employee Stock Incentive Plan 5 5 Opinion and Consent of James E. Knox 6 23 Consent of Ernst & Young LLP 8 24 Powers of Attorney 9
3 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement, or amendment thereto, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rolling Meadows, State of Illinois, on September 16, 1996. ANTEC CORPORATION By: /s/ Lawrence A. Margolis ----------------------------------- Lawrence A. Margolis Executive Vice President & Secretary Pursuant to the requirements of the Securities Exchange Act of 1933, this registration statement has been signed below on September 16, 1996 by the following persons on behalf of the Registrant in the capacities indicated. /s/ ROD F. DAMMEYER* Director - -------------------------------- Rod F. Dammeyer /s/ DANIEL J. DISTEL Vice President and - -------------------------------- Chief Accounting Officer Daniel J. Distel /s/ JOHN M. EGAN President, Chief Executive - -------------------------------- Officer and Director John M. Egan /s/ JAMES L. FAUST* Executive Vice President - -------------------------------- and Director James L. Faust /s/ LAWRENCE A. MARGOLIS Executive Vice President - -------------------------------- and Chief Financial Officer Lawrence A. Margolis /s/ JOHN R. PETTY* Director - -------------------------------- John R. Petty /s/ SAMUEL K. SKINNER* Director - -------------------------------- Samuel K. Skinner /s/ BRUCE VAN WAGNER* Chairman and Director - -------------------------------- Bruce Van Wagner /s/ MARY AGNES WILDEROTTER* Director - -------------------------------- Mary Agnes Wilderotter *By /s/ Lawrence A. Margolis --------------------------- Lawrence A. Margolis as attorney in fact for each person indicated 4 EX-4 2 EMPLOYEE STOCK INCENTIVE PLAN 1 EXHIBIT 4 AMENDMENT TO ANTEC CORPORATION EMPLOYEE STOCK INCENTIVE PLAN Effective upon and subject to the approval of the stockholders of the Company, the number of shares that may be issued pursuant to the Plan is increased to 3,225,000 shares. Dated this 13th day of February, 1996. ANTEC Corporation By: /s/ Lawrence A. Margolis ------------------------------- Its: Executive Vice President 5 EX-5 3 OPINION CONSENT JAMES E. KNOX 1 EXHIBIT 5 September 12, 1996 ANTEC Corporation 2850 W. Golf Road Rolling Meadows, IL 60008 Gentlemen: In my capacity as General Counsel of ANTEC Corporation, a Delaware corporation (the "Company"), I have acted as counsel to the Company in connection with the Registration Statement on Form S-8 (the "Registration Statement") pertaining to the registration by the Company of up to 1,300,000 additional shares (the "Shares") of the Company's Common Stock, par value $0.01 per share (the "Common Stock") in connection with the Company's Amended and Restated Employee Stock Incentive Plan (the "Plan"). The Plan is not subject to the requirements of the Employee Retirement Security Act of 1974, as amended, or qualified pursuant to Section 401(a) of the Internal Revenue Code of 1986. In that connection, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I deemed necessary for the purposes of this opinion. For purposes of this opinion, I have assumed the authenticity of all documents submitted to me as originals, the conformity to the originals of all documents submitted to me as copies, and the authenticity of the originals of all documents submitted to me as copies. I have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company, and the due authorization, execution and delivery of all documents by parties thereto other than the Company. Based on the foregoing, I am of the opinion that: 1. The Company is a corporation duly organized and existing under the laws of the State of Delaware. 2. The Shares have been duly authorized and when issued in accordance with the Plan will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me in the Registration Statement. 6 2 ANTEC Corporation September 12, 1996 Page 2 I render no opinion as to the laws of any jurisdiction other than the internal law of the State of Illinois and the United States of America and the internal corporate law of the State of Delaware. This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purposes. Very truly yours, /s/ James E. Knox ------------------------- James E. Knox General Counsel 7 EX-23 4 CONSENT ERNST & YOUNG, LLP 1 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the ANTEC Corporation Amended and Restated Employee Stock Incentive Plan 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. ERNST & YOUNG LLP Chicago, Illinois September 12, 1996 8 EX-24 5 POWERS OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned director of ANTEC Corporation, Delaware corporation (the "Corporation"), which is going to file a Registration Statement on Form S-8 with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1933, as amended, in connection with the Corporation's Amended and Restated Employee Stock Incentive Plan, hereby constitutes and appoints Lawrence A. Margolis, Daniel J. Distel and James E. Knox, and each of them his or her true and lawful attorneys-in-fact and agents, with full power and all capacities, to sign the Corporation's Registration Statement on Form S-8 and any or all amendments thereto, including any prospectus or amended prospectus contained therein, and any other documents in connection therewith, to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power of authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto set his or her hand and seal as of the 18th day of June, 1996. /s/ James L. Faust -------------------------- /s/ Samuel K. Skinner -------------------------- /s/ John R. Petty -------------------------- /s/ Rod Dammeyer -------------------------- /s/ Mary Agnes Wilderotter -------------------------- /s/ Bruce Van Wagner -------------------------- 8 -----END PRIVACY-ENHANCED MESSAGE-----