AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 7, 1997
Registration No.333-19129
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4
Registration Statement
Under
The Securities Act of 1933
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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.)
2850 West Golf Road
Rolling Meadows, Illinois 60008
(Address of principal executive offices, including zip code)
TSX CORPORATION 1996 SECOND AMENDED AND RESTATED LONG-TERM
INCENTIVE COMPENSATION PROGRAM
TSX CORPORATION 1993 AMENDED AND RESTATED DIRECTORS STOCK OPTION
PLAN, AS AMENDED
TSX CORPORATION 1994 W.H. LAMBERT STOCK OPTION AGREEMENT
(Full title of the plans)
James E. Knox
2850 West Golf Road
Rolling Meadows, Illinois 60008
(Name and address of agent for service)
(847) 439-4444
(Telephone number, including area code, of agent for service)
With a copy to:
Lesa M. Ingraham
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606
(312) 258-5996
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<PAGE> 2
EXPLANATORY NOTE
ANTEC Corporation (the "Registrant or ANTEC") hereby amends
this Registration Statement to register on Form S-8 892,240 shares of
Common Stock, par value $0.01 per share, which were previously
registered hereby on Form S-4, to be sold upon the exercise of certain
options to purchase shares of such Common Stock. Prior to the merger
of a wholly-owned subsidiary of the Registrant into TSX Corporation
("TSX"), these options were options to purchase shares of the common
stock of TSX. Such options were converted by virtue of that merger
into options to purchase Common Stock of the Registrant. The
amendment relates to Common Stock issuable in connection with the TSX
Second Amended and Restated Long-Term Incentive Compensation Plan, the
TSX Amended and Restated Directors Stock Option Plan, as amended, and
the TSX W.H. Lambert Stock Option Agreement.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by ANTEC and
TSX (which became a wholly-owned subsidiary of the Registrant on
February 6, 1997) are incorporated herein by reference:
(a) The final prospectus filed as part of the Registrant's
Registration Statement on Form S-4, File No. 333-19129,
effective December 31, 1996;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September
30, 1996;
(c) The Registrant's Current Report on Form 8-K dated November
1, 1996;
(d) The description of the Registrant's Common Stock, $0.01 per
share (the "Common Stock") contained in the Registrant's
Registration Statement on Form S-4, File No. 333-19129,
effective December 31, 1996;
(e) TSX Annual Report on Form 10-K for the year ended April 30,
1996, Commission File No. 1-11814;
(f) TSX Quarterly Reports on Form 10-Q for the quarters ended
July 27, 1996 and October 26, 1996, Commission File No. 1-
11814; and
(g) TSX Current Reports on Form 8-K dated June 14, 1996, and
November 7, 1996, Commission File No. 1-11814.
All documents subsequently filed by the Registrant pursuant
to Sections 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 hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
incorporated by reference herein and to be a part hereof from the date
of filing of such documents.
Any statement contained herein or in a document incorporated
by reference or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration
statement to the extent that such statement is modified or superseded
by any other subsequently filed document which is incorporated or is
deemed to be incorporated by reference herein. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
<PAGE> 4
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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: (a) for any breach of the duty of loyalty; (b) for
acts or omissions not in good faith or which involve intentional
misconduct or knowing violations of law; (c) for liability under
Section 174 of the Delaware GCL (relating to certain unlawful
dividends, stock repurchases or stock redemptions); or (d) for any
transaction from which the director 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 (a) with
respect to proceedings, claims or actions initiated or brought
voluntarily by any such person and not by way of defense, (b) for any
amounts paid in settlement of an action indemnified against by ANTEC
without the prior written consent of ANTEC, or (c) 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.
The Registrant currently maintains an insurance policy
which, within the limits and subject to the terms and conditions
thereof, covers certain expenses and liabilities that may be incurred
by directors and officers in connection with or as a consequence of
certain actions, suits or proceedings that may be brought against them
as a result of an act or omission committed or suffered while acting
as a director or officer of the Registrant. The Registrant intends to
maintain this insurance policy after the completion of the merger.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE> 5
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference
herein are set forth in the Exhibit Index filed as part of this
registration statement on page II-5.
ITEM 9. UNDERTAKINGS.
(a) 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 (a)(1)(i) and (a)(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 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 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.
(b) 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
<PAGE> 6
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.
(c) 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 foregoing
provisions, 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 Act 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 Act and will be
governed by the final adjudication of such issue.
<PAGE> 7
SIGNATURES
THE REGISTRANT. 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 Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rolling Meadows, State of
Illinois, on this 7th day of February, 1997.
ANTEC CORPORATION
(Registrant)
By: /s/ John M. Egan
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John M. Egan
President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration Statement on
Form S-4 has been signed by the following persons in the capacities
and on February 7, 1997.
/s/ John M. Egan /s/ Lawrence A. Margolis
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John M. Egan Lawrence A. Margolis
President, Chief Executive Executive Vice President
Officer and Director and Secretary
(Principal Executive Officer) (Principal Financial Officer)
/s/ Daniel J. Distel /s/ Rod F. Dammeyer *
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Daniel J. Distel Rod F. Dammeyer, Director
Vice President and Controller
(Principal Accounting Officer)
/s/ James L. Faust * /s/ John R. Petty *
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James L. Faust, Director John R. Petty, Director
/s/ Bruce Van Wagner *
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Samuel K. Skinner, Director Bruce Van Wagner, Director
/s/ Mary Agnes Wilderotter *
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Mary Agnes Wilderotter, Director
* By: /s/ Lawrence A. Margolis
-----------------------
Lawrence A. Margolis
<PAGE> 8
EXHIBIT INDEX
EXHIBIT
NUMBER
2.1* Plan of Merger, among ANTEC Corporation, TSX
Corporation ("TSX") and TSX Acquisition Corporation,
dated October 28, 1996
4.1 TSX 1996 Second Amended and Restated Long-Term
Incentive Compensation Program (incorporated by
reference to Exhibit A to TSX's definitive Proxy
Statement dated August 28, 1996 for the 1996 Annual
Meeting of TSX stockholders, Commission File No. 1-
11814)
4.2 TSX 1993 Amended and Restated Directors Stock Option
Plan (incorporated by reference to Exhibit 4 to TSX's
Form S-8, Registration No. 33-84996)
4.3 First Amendment to the TSX 1993 Amended and Restated
Directors Stock Option Plan, dated October 28, 1996
4.4 TSX 1994 W.H. Lambert Stock Option Agreement
(incorporated by reference to Exhibit 10(A)(1)3 to the
TSX Form 10-K dated April 30, 1995, Commission File No.
1-11814)
5* Opinion of Schiff Hardin & Waite as to the legality of
the common stock
5.1 Supplemental Opinion of Schiff Hardin & Waite as to the
legality of the Shares
8.1* Opinion of Schiff Hardin & Waite regarding certain
federal income tax matters
23.1 Consent of Schiff Hardin & Waite (included in Exhibits
5 and 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4* Consent of William H. Lambert
24.1* Powers of Attorney (included on the original signature
page of this Registration Statement)
* Previously filed.
<PAGE>
EXHIBIT 4.3
FIRST AMENDMENT TO THE
TSX CORPORATION AMENDED AND RESTATED
DIRECTORS STOCK OPTION PLAN
This Amendment (the "First Amendment") made this 28th day of
October, 1996, by the Board of Directors of TSX Corporation, a
Nevada Corporation ("TSX"), to the TSX Corporation Amended and
Restated Directors Stock Option Plan (the "DSOP").
WHEREAS, TSX has established the DSOP and has previously
reserved and registered on Form S-8 under the Securities Act of
1933, as amended (the "1933 Act"), for issuance under the DSOP,
shares of the TSX's authorized and unissued common stock, $.01
par value per share (the "TSX Common Stock").
WHEREAS, TSX has entered into a Plan of Merger (the
"Merger"), dated October 28, 1996, by and among ANTEC
Corporation, a Delaware Corporation ("ANTEC"), TSX, and TSX
Acquisition Corporation, a Nevada Corporation.
WHEREAS, the Merger will become effective upon the filing of
the Articles of Merger with the Secretary of State of the State
of Nevada (the "Effective Time").
WHEREAS, pursuant to the Merger, each option granted by TSX
to purchase shares of TSX Common Stock which is outstanding and
unexercised immediately prior to the Effective Time shall be
automatically converted into an option to purchase the same
number of shares of the common stock, par value $.01 per share,
of ANTEC (the "ANTEC Common Stock") at the same exercise price
and otherwise subject to the terms of the TSX stock option plans
and agreements under which they were issued and which relate
thereto.
WHEREAS, the Board of Directors of the Corporation has
decided that it is desirable to amend the DSOP to (i) make clear
that each option granted by TSX under the DSOP to purchase shares
of TSX Common Stock which is outstanding and unexercised
immediately prior to the Effective Time shall be automatically
converted into an option to purchase the same number of shares of
ANTEC Common Stock at the same exercise price, and (ii) delete
from the DSOP every reference to warrants, which have expired and
are no longer applicable.
NOW, THEREFORE, the DSOP is amended as follows:
1. Subject to the condition provided in paragraph 2 of
this First Amendment, Section 10 of the DSOP is hereby replaced
in its entirety with the following:
<PAGE> 10
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR
MERGER. In the event of any merger, consolidation or
reorganization of the Company with any other
corporation or corporations, there shall be substituted
for each of the shares of Stock then subject to the
Plan or subject to any Options theretofore granted, the
number and kind of shares of stock or other securities
to which the holders of the shares of Stock will be
entitled pursuant to the transaction. In the event of
any recapitalization, stock dividend, stock split,
combination of shares, or other change in the Stock,
the number of and kind of shares of Stock then subject
to the Plan or subject to any Options theretofore
granted, shall be adjusted in proportion to the change
in outstanding shares of Stock. In the event of any
such adjustments, the purchase price of any Option and
the shares of Stock issuable pursuant to any Option,
shall be appropriately and equitably adjusted to
provide participants with the same relative rights
before and after such adjustment.
2. The effectiveness of the foregoing amendment is
conditioned upon and subject to the occurrence of the Effective
Time of the Merger. In the event the Merger fails to Close as
defined in the Plan of Merger, the foregoing amendment shall
terminate and be of no further force or effect.
3. The DSOP is hereby amended to delete references to
warrants in each and every respect.
4. All other provisions of the DSOP shall remain the same,
and with the amendment herein made are hereby ratified and
confirmed.
<PAGE>
EXHIBIT 5.1
SCHIFF HARDIN & WAITE
7200 Sears Tower
Chicago, Illinois 60606
W. Brinkley Dickerson, Jr.
(312) 258-5633
February 7, 1997
ANTEC Corporation
2850 West Golf Road
Rolling Meadows, Illinois 60008
Re: Registration of 892,240 Shares of Common Stock Pursuant to
the TSX Corporation 1996 Second Amended and Restated Long-
Term Incentive Compensation Program,
TSX Corporation 1993 Amended and Restated Directors Stock
Option Plan, as amended and
TSX Corporation 1994 W.H. Lambert Stock Option Agreement
-----------------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to ANTEC Corporation, a
Delaware Corporation (the "Company") in connection with the Company's
filing of Post-Effective Amendment No. 1 on Form S-8 (the "Amendment")
to its Registration Statement on Form S-4, File No. 333-19129 (the
"Registration Statement"), which was declared effective on December
31, 1996. The Amendment covers authorized but unissued shares of
common stock of the Company, par value $0.01 per share, issuable upon
the exercise of outstanding options (the "Options") that have been
granted under the TSX Corporation 1996 Second Amended and Restated
Long-Term Incentive Compensation Program, TSX Corporation 1993 Amended
and Restated Directors Stock Option Plan, as amended, and TSX
Corporation 1994 W.H. Lambert Stock Option Agreement (collectively,
the "Plans"). This opinion supplements our opinion, dated December
31, 1996, which has been filed as Exhibit 5 to the Registration
Statement.
In connection with this supplemental opinion, we have made
such investigation and have examined such documents as we have deemed
necessary in order to enable us to render the opinion contained
herein. Based upon the foregoing, it is our opinion that those shares
of Common Stock covered by the Amendment have been duly authorized
and, when issued upon the valid exercise of the options, will be
legally issued, fully paid and nonassessable, subject to the terms and
conditions of the Plans.
<PAGE> 12
We hereby consent to the filing of this supplemental opinion
as an exhibit to the Registration Statement, as amended by the
Amendment, and to the reference to us under the caption "Opinions" in
the Joint Proxy Statement-Prospectus contained in the Registration
Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ W. Brinkley Dickerson, Jr.
--------------------------------
W. Brinkley Dickerson, Jr.
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the incoporation by reference in Post-Effective
Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4
(No. 333-19129) and related Prospectus of ANTEC Corporation 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.
/s/ ERNST & YOUNG LLP
--------------------------
ERNST & YOUNG LLP
Chicago, Illinois
February 3, 1997
<PAGE>
Exhibit 23.3
The Board of Directors
TSX Corporation:
We consent to the use of our report included herein and to the
reference to our firm under the heading "Experts" in the registration
statement.
/s/ KPMG PEAT MARWICK LLP
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KPMG PEAT MARWICK LLP
El Paso, Texas
February 3, 1997<PAGE>
