<PAGE> 1
As filed with the Securities and Exchange Commission on September 13, 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)
ESP STOCK PLAN
AS ESTABLISHED BY AGREEMENT WITH PARTICIPANTS ON AUGUST 1995
(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
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Proposed Maximum
Title of Securities Amount Maximum Offering Aggregate Offering Amount of
to be Registered to be Registered Price Per Share(1) Price(1) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 per share
par value).................................. 500,000 shares $14.875 $7,437,500 $2,564.66
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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 9, 1996.
<PAGE> 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 pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), File No. 0-22336, are incorporated by reference herein
and shall be deemed to be a part hereof:
(a) The Company's Report on Form 10-K for the year ended
December 31, 1995.
(b) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996.
(c) The description of Common Stock included in the
Company's Registration Statement on Form 8-A dated September 2,
1993 and amended on September 14, 1993.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, 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 of 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 of the Company. Mr. Knox holds a total of 42,800 shares and options to
acquire shares of Common Stock and a total of 464,244 shares and options to
acquire shares of common stock of Anixter International Inc., which owns
approximately 31% of the Common Stock.
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: (i) for any breach of the duty of
loyalty; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law; (iii) for liability under
Section 174 of the Delaware GCL (relating to certain unlawful dividends, stock
repurchases or stock redemptions); or (iv) for any transaction from which the
director
2
<PAGE> 3
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 (i) with respect to proceedings, claims or actions
initiated or brought voluntarily by any such person and not by way of defense,
(ii) for any amounts paid in settlement of an action indemnified against by
ANTEC without the prior written consent of ANTEC, or (iii) 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Index to Exhibits 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 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 (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 a 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 to be a new registration statement
relating to the securities offered therein, and the offering
3
<PAGE> 4
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.
The undersigned registrant hereby undertakes that, for the 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.
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 provisions of the registrant's articles of
incorporation or bylaws 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 Securities Act of 1933 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
4
<PAGE> 5
SIGNATURES
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on September 13, 1996.
ANTEC CORPORATION
By /s/ Lawrence A. Margolis
-------------------------------
Lawrence A. Margolis
Executive Vice President & Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated and on the 13th day of September, 1996.
<TABLE>
<S> <C>
/s/ John M. Egan /s/ Daniel J. Distel
- -------------------------------------------------- ------------------------------------------------------
John M. Egan, President and Chief Executive Daniel J. Distel, Vice President and Controller
Officer (Principal Executive Officer) and Director (Principal Accounting Officer)
/s/ Lawrence A. Margolis
- -------------------------------------------------- ------------------------------------------------------
Lawrence A. Margolis, Executive Vice President Bruce Van Wagner, Chairman & Director
(Principal Financial Officer)
/s/ Rod Dammeyer* /s/ Samuel K. Skinner*
- -------------------------------------------------- ------------------------------------------------------
Rod Dammeyer, Director Samuel K. Skinner, Director
/s/ John R. Petty* /s/ Mary Agnes Wilderotter*
- -------------------------------------------------- ------------------------------------------------------
John R. Petty, Director Mary Agnes Wilderotter, Director
/s/ James L. Faust*
------------------------------------------------------
James L. Faust, Director
*By /s/ Lawrence A. Margolis
--------------------------------------------
Lawrence A. Margolis
as attorney in fact for each person indicated
</TABLE>
5
<PAGE> 6
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
4 Agreement among ANTEC, ESP Liquidating Trust
and the Beneficiaries thereof, executed August 1995
5 Opinion and Consent of James E. Knox
23 Consent of Ernst & Young LLP
24 Powers of Attorney
6
<PAGE> 1
EXHIBIT 4
SETTLEMENT AGREEMENT
This Agreement is among ANTEC Corporation, a Delaware corporation
("ANTEC"), on the one hand; and The ESP Liquidating Trust, a Georgia trust
("ESPT"), and John Lappington, Richard Wunderlich, Cameron Wilson, Eric
Berkobin, James Farmer, James Eakes, Blair Schodowski, Mandy Bass, Paul Boland,
Greg Cole, Keith Fleming, Roger Darr, and William Marvin, who are all of the
beneficiaries of the ESPT (the "Beneficiaries"), on the other hand.
WHEREAS, pursuant to an Acquisition Agreement made as of January 1, 1994
among the parties hereto (the "Acquisition Agreement"), ANTEC purchased all of
the assets, properties and business of Electronic System Products, Inc., a
Georgia corporation ("ESP") for consideration including cash, assumption of
specified liabilities and an agreement to make future payments based on future
profit before taxes of the ESP Business Unit as defined in the Acquisition
Agreement (the "Earn-Out"); and
WHEREAS, Electronic Systems Products, Inc. has been dissolved as of
October 26, 1994 and has transferred the rights to the Earn-Out to the ESPT as
successor to all of its right, title and interest therein under a trust
Agreement dated October 1994. All of the former stockholders of ESP now being
all of the beneficiaries of the ESPT.
WHEREAS, ANTEC is considering various business activities that would
affect the ESP Business Unit and the Earn-Out, and the parties hereto have
agreed to settle all rights and claims with respect to the Earn-Out and related
matters on the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:
1. ANTEC Payments. In lieu of any and all further Earn-Out payments under
the Acquisition Agreement, ANTEC shall make the following payment and
delivery:
(a) ANTEC shall pay ESPT the sum of $300,000 by wire transfer or bank
check on or before August 31, 1995.
(b) ANTEC shall deliver and issue to ESPT, or the Beneficiaries
according to their ownership interest in the ESPT, 500,000 shares
of ANTEC Common Stock, par value $.01 per share (the "Stock"), on
or before September 30, 1996.
ESPT and each of the Beneficiaries agrees that it or he/she will not sell,
transfer or otherwise dispose of any of the Stock in violation of the
Securities Act of 1933, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder. ANTEC agrees
that either the sale of the Stock to ESPT will be registered with the
Securities and exchange Commission on Form S-3 or S-4 or, upon written
request from holders of at least a majority of the Stock on or before
September 30, 1996, ANTEC shall use; commercially reasonable efforts to
promptly so register on Form S-3 the sale of the Stock (and any other
restricted stock of ANTEC they may then hold) by ESPT and/or the
Beneficiaries, the costs of preparing and filing such registration
statement to be paid by
<PAGE> 2
ANTEC. ESPT and the Beneficiaries agree to provide ANTEC with all
information regarding themselves and their plan of distribution of the
Stock that is necessary for such registration. All brokerage commissions
and other expenses of sale shall be borne by ESPT and the Beneficiaries.
2. Release of Claims by ESPT and the Beneficiaries. (i) ESPT, for itself, its
trustees, employees, agents, beneficiaries, predecessors, successors,
affiliates and assigns and anyone claiming through or under any or all of
them, and (ii) each of the Beneficiaries, for himself his heirs, personal
representatives, assigns and anyone claiming through or under any and all
of them, jointly and severally (collectively, the "Releasing Parties"), do
hereby release and forever discharge ANTEC, its officers, shareholders,
employees, agents, parents, subsidiaries, predecessors, successors and
assigns, and each and every one of them (the "Released Parties") from any
and all manner of claims, actions, suits, debts, liabilities,
controversies, damages, costs, expenses, obligations and demands, whether
known or unknown, in law or in equity, contract, tort or otherwise, which
the Releasing Parties might now have or which may hereafter accrue against
the Released Parties, or any one or more of them, by reason of any matter,
cause or thing whatsoever, in any way arising out of or related to,
directly or indirectly, the Earn-Out and the Acquisition Agreement.
3. Assurances. Each party hereto represents and warrants to the other parties
that it or he has full power and authority to enter into this Agreement,
that the execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized and that
this Agreement is a legal, valid and binding obligation of such party,
enforceable against it or him in accordance with its terms, and such
representations and warranties will survive the execution and delivery of
this Agreement and the consummation of the transactions contemplated
hereby. Each of ESPT and each of the Beneficiaries represents and warrants
to ANTEC that the Beneficiaries own all of the right, title and any other
equity interest in ESPT and that they previously owned all of the Capital
Stock of ESP and ESPT has validly succeeded to all of the right, title and
interest of ESP and that the Beneficiaries include all of the Trustees of
ESPT and former directors of ESP, and the Beneficiaries agree that this
Agreement shall constitute the unanimous written consent of the
Beneficiaries and Trustees of ESPT to all of the transactions contemplated
hereby. Each party hereto agrees to cooperate in effectuating and to
execute and deliver in a timely fashion any and all documents necessary or
appropriate to effectuate, the purposes of the Agreement.
4. Governing Law. This Agreement shall be interpreted, construed and enforced
in accordance with the laws of the State of Georgia other than its conflict
and choice of law provisions, and the obligations and rights and remedies
of the parties hereunder shall be determined in accordance with such laws.
5. Counterparts. This Settlement Agreement may be executed in two or more
counterparts with the same force and effect as if those signatures appeared
on the same original document, and the counterparts shall constitute one
instrument.
<PAGE> 3
6. Entire Agreement. The parties agree and warrant to each other that no
promises or inducements not contained herein have been made and this
Agreement constitutes and states the entire agreement between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed on the respective dates shown below, and this Agreement shall
become binding and effective when signed and delivered by all parties.
ANTEC CORPORATION
By: /s/ Larry Margolis
-----------------------
Larry Margolis
Dated: August __, 1995
ESP LIQUIDATING TRUST
By: /s/ Richard Wunderlich
-----------------------
Richard Wunderlich, Trustee
Dated: August 7, 1995
By: /s/ Cameron Wilson
-----------------------
Cameron Wilson, Trustee
Dated: August 7, 1995
BENEFICIARIES
(all of the former stockholders of ESP)
By: /s/ John Lappington
-----------------------
John Lappington
Dated: August 7, 1995
By: /s/ Richard Wunderlich
-----------------------
Richard Wunderlich
Dated: August 7, 1995
<PAGE> 4
By: /s/ Cameron Wilson
-----------------------
Cameron Wilson
Dated: August 7, 1995
By: /s/ Eric Berkobin
-----------------------
Eric Berkobin
Dated: August 7, 1995
By: /s/ James Farmer
-----------------------
James Farmer
Dated: August 8, 1995
By: /s/ James Eakes
-----------------------
James Eakes
Dated: August 7, 1995
By: /s/ Blair Schodowski
-----------------------
Blair Schodowski
Dated: August 7, 1995
By: /s/ Mandy Bass
-----------------------
Mandy Bass
Dated: August 7, 1995
By: /s/ Paul Boland
-----------------------
Paul Boland
Dated: August 7, 1995
By: /s/ Greg Cole
-----------------------
Greg Cole
Dated: August 7, 1995
By: /s/ Keith Fleming
-----------------------
Keith Fleming
Dated: August 7, 1995
<PAGE> 5
By: /s/ Roger Darr
-----------------------
Roger Darr
Dated: August 7, 1995
By: /s/ William Marvin
-----------------------
William Marvin
Dated: August 7, 1995
<PAGE> 1
EXHIBIT 5
ANTEC
[letterhead]
September 13, 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 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 ESP Stock 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.
<PAGE> 2
ANTEC Corporation
September 13, 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
/jb
<PAGE> 1
Exhibit 23
Consent Of Independent Auditors
We consent to the incorporation by reference in ANTEC Corporation's
Registration Statement (Form S-8) pertaining to the ESP Stock 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
<PAGE> 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 Corporations ESP Stock 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 Corporations 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 10th day of September, 1996.
/s/ James L. Faust
----------------------------
/s/ Samuel K. Skinner
----------------------------
/s/ John R. Petty
----------------------------
/s/ Rod Dammeyer
----------------------------
/s/ Mary Agnes Wilderotter
----------------------------
