-----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, K88EHuly2hmLkYCjUTUpexFHPX2AlDWDblwvtdKve+8tpcIVcDJAVgRnggcfjeF/ cF5tGOOZLo6OmlTJWCbZtw== 0000950144-00-006698.txt : 20000516 0000950144-00-006698.hdr.sgml : 20000516 ACCESSION NUMBER: 0000950144-00-006698 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000515 EFFECTIVENESS DATE: 20000515 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: SEC FILE NUMBER: 333-37032 FILM NUMBER: 631601 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 ANTEC CORPORATION 1 As filed with the Securities and Exchange Commission on May 15, 2000 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 of (I.R.S.Employer incorporation or organization) Identification No.) 11450 TECHNOLOGY CIRCLE DULUTH, GA 30097 (678) 473-2000 (Address, including zip code and telephone number, including area code, of registrant's principal executive offices) ANTEC CORPORATION 2000 MID-LEVEL STOCK OPTION PLAN (Full Title of the Plan) Lawrence A. Margolis 11450 Technology Circle Duluth, Georgia 30097 (Name and Address of Agent for Service) (678) 473-2000 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
================================================================================================================= Proposed Maximum Title of Securities Amount to be Maximum Offering Aggregate Offering Amount of To be Registered Registered Price Per Share (1) Price (1) Registration Fee Common Stock ($.01 per Share par value)........... 500,000 shares $43.72 $21,860,000 $5,771.00 ==================================================================================================================
- --------------- (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 May 11, 2000. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which have heretofore been filed by ANTEC Corporation, a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1993, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference herein and shall be deemed to be part hereof: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1999. (b) The description of the Company's Common Stock under the caption "Description of Registrant's Securities to be Registered" included in the Company's Registration Statement on Form 8-A dated September 2, 1993 and amended on September 14, 1993. (c) The Company's Quarterly Report on Form 10-Q for the calendar quarter ended March 31, 2000. All documents subsequently filed by the Company pursuant to Section 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 have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and shall be deemed a part hereof from the date of filing such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. 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 and Assistant Secretary of the Company. Mr. Knox holds a total of approximately 70,000 options to acquire shares of ANTEC's Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law (the "DGCL") authorizes and the Company's By-laws require the Company to indemnify the directors and officers of the Company against liabilities incurred in connection with, and related expenses resulting from, any claim, action or suit brought against any such person as a result of his relationship with the Company, provided that such persons acted in accordance with a stated standard of conduct in connection with the acts or events on which such claim, action or suit is based. The finding of either civil or criminal liability on the part of such persons in connection with such acts or events is not necessarily determinative of the questions of whether such persons have met the required standard of conduct and are, accordingly, entitled to be indemnified. In addition, the Company's Restated Certificate of Incorporation, as amended, provides that the Company's directors do not have personal liability to the Company or its stockholders for monetary damages for any breach of their fiduciary duty as directors except (i) for a breach of the duty of loyalty, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, (iii) for willful or negligent violations of certain provisions in the DGCL imposing certain requirements with respect to stock repurchases, redemptions and dividends or (iv) for any transaction from which the director derived an improper personal benefit. Subject to these exceptions, directors do not have any personal liability to the Company or its stockholders for any violation of their fiduciary duty. 2 3 The Company has purchased insurance policies that, if any officer or director of the Company or its subsidiaries becomes legally obligated to make a payment (including legal fees and expenses) in connection with an alleged wrongful act, the insurer will reimburse such officers and directors if the indemnification payments, as provided above, are not made by the Company or its subsidiaries to such officers and directors. Wrongful act means any breach of duty, neglect, error, misstatement, misleading statement or other act done by an officer or director of the Company or any subsidiary. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See Exhibit Index, which is incorporated herein by reference. ITEM 9. UNDERTAKINGS. 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 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 (1)(i) and (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 the post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 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 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 post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. 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 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. 3 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that is 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 Duluth, State of Georgia, on May 12, 2000. ANTEC CORPORATION /s/ LAWRENCE A. MARGOLIS ----------------------------------------- Lawrence A. Margolis Executive Vice President Pursuant to the requirements of the Securities Exchange Act of 1933, this registration statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ ROBERT J. STANZIONE President, Chief Executive Officer and Director May 12, 2000 ------------------------ Robert J. Stanzione /s/ JOHN M. EGAN * Chairman of the Board and Director May 12, 2000 ------------------ John M. Egan /s/ LAWRENCE A. MARGOLIS Executive Vice President, Chief Financial Officer May 12, 2000 ------------------------ Lawrence A. Margolis /s/ MARK J. SCAGLIUSO VP, Chief Accounting & Information Officer May 12, 2000 --------------------- Mark J. Scagliuso /s/ ROD F. DAMMEYER * Director May 12, 2000 --------------------- Rod F. Dammeyer /s/ JOHN R. PETTY * Director May 12, 2000 ------------------- John R. Petty Director ---------------------------------- Larry Romrell /s/ BRUCE VAN WAGNER * Director May 12, 2000 ---------------------- Bruce Van Wagner /s/ SAMUEL K. SKINNER * Director May 12, 2000 ----------------------- Samuel K. Skinner /s/ JAMES L. FAUST * Director May 12, 2000 -------------------- James L. Faust /s/ J. A. IAN CRAIG * Director May 12, 2000 --------------------- J. A. Ian Craig /s/ WILLIAM T. SCHLEYER * Director May 12, 2000 ------------------------- William T. Schleyer /s/ WILLIAM H. LAMBERT * Director May 12, 2000 ------------------------ William H. Lambert BY /s/ LAWRENCE A. MARGOLIS --------------------------- Lawrence A. Margolis (as attorney in fact for each person indicated)
4 5 EXHIBIT INDEX
Exhibit Sequential Number Description of Exhibit Page Number - ------- ---------------------- ----------- (4a) 2000 Mid-Level Stock Option Plan 6 (4b) Forms of Stock Option Grants (Incorporated by reference from ANTEC Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 as Exhibit 10.4(b).) (5) Opinion and Consent of James E. Knox, Esq. 8 (23) Consent of Independent Auditors 9 (24) Powers of Attorney 10
5 EX-4.(A) 2 2000 MID-LEVEL STOCK OPTION PLAN 1 EXHIBIT 4a ANTEC CORPORATION 2000 MID-LEVEL STOCK OPTION PLAN 1. PURPOSE AND EFFECTIVE DATE. ANTEC Corporation (the "Company") has established this 2000 Mid-Level Stock Option Plan (the "Plan") to facilitate the retention and continued motivation of key mid-level employees and to align more closely their interests with those of the Company and its stockholders. The effective date of the Plan shall be January 31, 2000. 2. ADMINISTRATION. The Plan shall be administered by the Board of Directors, or the Compensation Committee of the Company's Board of Directors or such other Board committee as the Board may designate (the "Committee"). The Committee has the authority and responsibility for the interpretation, administration and application of the provisions of the Plan, and the Committee's interpretations of the Plan, and all actions taken by it and determinations made by it shall be binding on all persons. No Board or Committee member shall be liable for any determination, decision or action made in good faith with respect to the Plan. 3. SHARES SUBJECT TO PLAN. A total of 500,000 shares of Common Stock of the Company ("Shares"), par value $.01 per share may be issued pursuant to the Plan. The Shares may be authorized but unissued Shares or Shares reacquired by the Company and held in its treasury. Grants of incentive awards under the Plan will reduce the number of Shares available thereunder by the maximum number of Shares obtainable under such grants. The number of Shares covered by or specified in the Plan and the number of Shares and the purchase price for Shares under any outstanding awards, may be adjusted proportionately by the Committee for any increase or decrease in the number of issued Shares or any change in the value of the Shares resulting from a subdivision or consolidation of Shares, reorganization, recapitalization, spin-off, payment of stock dividends on the Shares, any other increase or decrease in the number of issued Shares made without receipt of consideration by the Company, or the payment of an extraordinary cash dividend. 4. ELIGIBILITY. All mid-level employees of the Company and its subsidiaries are eligible to be selected to receive a grant under the Plan by the Committee. The Committee may condition eligibility under the Plan or participation under the Plan, and any grant or exercise of an incentive award under the Plan on such conditions, limitations or restrictions as the Committee determines to be appropriate for any reason. 5. AWARDS. The Committee may grant awards under the Plan to eligible persons in the form of stock options and shall establish the number of Shares subject to each such grant and the terms thereof, including any adjustments for reorganizations and dividends, subject to the following: (a) All awards granted under the Plan shall be evidenced by agreements in such form and containing such terms and conditions not inconsistent with the Plan as the Committee shall prescribe. (b) The exercise price of any option shall not be less than 85% of the fair market value of a corresponding number of Shares as of the date of grant. (c) No person may be granted options under the Plan for more than 7,500 Shares. (d) No options may be granted under the Plan to any officer of the Company. (e) No options may be granted under the Plan after the date of the 2000 annual meeting of stockholders of the Company. 6 2 6. AMENDMENT OF THE PLAN. The Board of Directors or the Committee may from time to time suspend, terminate, revise or amend the Plan or the terms of any grant in any respect whatsoever. Adopted as of the above date by the Compensation Committee of the Board of Directors of ANTEC Corporation. /s/ JAMES E. KNOX ----------------------------------------------- James E. Knox General Counsel and Assistant Secretary 7 EX-5 3 OPINION AND CONSENT OF JAMES E. KNOX, ESQ. 1 EXHIBIT 5 [ANTEC Corporation letterhead] May 12, 2000 ANTEC Corporation 11450 Technology Circle Duluth, Georgia 30097 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 500,000 shares (the "Shares") of the Company's Common Stock, par value $0.01 per share (the "Common Stock") in connection with the Company's 2000 Mid-Level Stock Option 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 the 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 authenticity 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 for issuance 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 exhibit to the Registration Statement and to the reference to me in the Registration Statement. I render no opinion as to the laws of any jurisdiction other than the internal law of 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 and Assistant Secretary 8 EX-23 4 CONSENT OF INDEPENDENT AUDITORS 1 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2000 Mid-Level Stock Option Plan of ANTEC Corporation of our report dated February 9, 2000, with respect to the consolidated financial statements and schedule of ANTEC Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1999 filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Atlanta, Georgia May 12, 2000 9 EX-24 5 POWERS OF ATTRONEY 1 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned director and/or officer of ANTEC Corporation, a Delaware corporation (the "Corporation"), which is about 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 2000 Mid-Level Stock Option Plan, hereby constitutes and appoints Lawrence A. Margolis, Mark J. Scagliuso and James E. Knox, and each of them his 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 and all amendments thereto, 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 hand and seal as of the 8th day of May 2000. /s/ J. A. IAN CRAIG ----------------------------- J. A. Ian Craig /s/ ROD DAMMEYER ----------------------------- Rod Dammeyer /s/ JOHN M. EGAN ----------------------------- John M. Egan /s/ JAMES L. FAUST ----------------------------- James L. Faust /s/ WILLIAM LAMBERT ----------------------------- William Lambert /s/ JOHN R. PETTY ----------------------------- John R. Petty ----------------------------- Larry Romrell /s/ WILLIAM S. SCHLEYER ----------------------------- William S. Schleyer /s/ SAMUEL K. SKINNER ----------------------------- Samuel K. Skinner /s/ BRUCE VAN WAGNER ----------------------------- Bruce Van Wagner 10 -----END PRIVACY-ENHANCED MESSAGE-----