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)
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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)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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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.
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(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.
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* Incorporated by reference to Exhibit 2 to the Current Report on Form
8-K of ANTEC Corporation dated November 1, 1996.
<PAGE> 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
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Daniel J. Distel
Vice President
<PAGE> 4
EXHIBIT INDEX
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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
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* Incorporated by reference to Exhibit 2 to the Current Report on
Form 8-K of ANTEC Corporation dated November 1, 1996.
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
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.
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