<PAGE> 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
<TABLE>
<CAPTION>
____________________________________________________________________________________________________________________________
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
____________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock ($.01 per share
par value).................................. 1,300,000 shares $15.06 $19,578,000 $6,751.03
____________________________________________________________________________________________________________________________
</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 10, 1996.
<PAGE> 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
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Exhibit Page Number
------- --------------------------------------------- -----------
<S> <C> <C>
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
</TABLE>
3
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<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 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
