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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 14, 1998
ANTEC CORPORATION
(Exact name of registrant as specified in its charter)
________________________
Delaware 0-22336 36-3892082
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
5720 Peachtree Parkway, NW
Norcross, GA 30092
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 770/441-0007
Not Applicable
(Former name or former address, if changed since last year)
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ITEM 7(c). EXHIBITS
Exhibit 99.1 Press Release dated April 14, 1998
Exhibit 99.2 Press Release dated April 24, 1998
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED PAGE
- ------- -------------
99.1 Press Release dated April 14, 1998
99.2 Press Release dated April 24, 1998
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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.
Dated: April 28, 1998
ANTEC Corporation
By: /s/ James E. Knox
---------------------------------------
James E. Knox
General Counsel and Assistant Secretary
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EXHIBIT 99.1
[LOGO] [LETTERHEAD OF ANTEC]
FOR IMMEDIATE RELEASE Contact: Jim Bauer
- --------------------- Senior VP - Administration
(847)439-4444
[email protected]
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ANTEC ANNOUNCES SHARE REPURCHASE
ROLLING MEADOWS, IL (APRIL 14, 1998) ANTEC Corporation (NASDAQ:ANTC) today
announced that it has obtained the right to repurchase all of its shares owned
by Anixter International Inc. (NYSE:AXE). Anixter is disposing of these shares
to complete its plan to dispose of all assets not related to its core business.
It is contemplated that ANTEC will acquire 4.4 million of these shares and that
TCI Ventures Group (NASDAQ:TCIVA) will acquire the remaining 500,000 shares, in
each case for $14.50 per share. The repurchase of these shares is conditioned
on ANTEC obtaining satisfactory funding. With the contemplated purchase of
these 500,000 shares, TCI Ventures Group will beneficially own 7.7 million or
approximately 21% of ANTEC's outstanding shares.
ANTEC is considering several financing alternatives relative to the
buyback of the shares, which may include senior debt, subordinated debt,
convertible debt and other financing alternatives. "We are working closely
with our investment bankers to optimize our alternatives," said Larry Margolis,
ANTEC Executive Vice President & CFO. "We will discuss the share repurchase
during our first quarter earnings conference call which is now scheduled for
11:00 a.m. EST on April 16, 1998.
"This stock repurchase reflects the confidence that we have in the value
of our company," said John Egan, ANTEC Chairman & CEO, "and that our advanced
fiber optic and coaxial based products should enable the rapid growth of our
customers' broadband transport systems."
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"The selling of these shares will represent the conclusion of a process we
started when we spun-off ANTEC in 1993 as well as the conclusion of our
long-standing program to dispose of all assets not related to our core
business," said Rod Dammeyer, Vice Chairman of Anixter International Inc.
ANTEC Corporation (http://www.antec.com) is an international communications
technology company serving the broadband information transport industries.
Headquartered in Norcross, Georgia, ANTEC has major divisional offices in
Atlanta and Denver; manufacturing facilities in Juarez, Mexico, El Paso, Texas,
Tinton Falls, New Jersey and Rock Falls, Illinois and sales offices in Europe,
Asia/Pacific and Latin America. ANTEC specializes in the manufacturing,
materials management and distribution of products for hybrid/fiber coax (HFC)
broadband networks, as well as the design and engineering of these networks.
Forward looking statements: The repurchase of the shares is dependent on
the Company putting in place satisfactory arrangements for funds for the
repurchase and the Company's ongoing needs. While we believe the repurchase of
the shares will be beneficial and that we will be able to put the required
financing arrangements in place, there can be no assurance that our beliefs are
correct. Conditions in the equity and debt markets may change. Our business
is dependent upon general economic conditions as well as competitive,
technological, and regulatory developments and trends specific to our industry
customers. These conditions and events could be substantially different than
we believe or expect and these differences may cause our actual results to
differ materially from the forward-looking statements we have made or the
results which could be expected to accompany such statements. Specific factors
which could cause such material differences include the following: Design or
manufacturing defects in our products which could curtail sales and subject us
to substantial costs for removal, replacement, and reinstallation of such
products; manufacturing or product development problems that we do not
anticipate because of our relative experience with these activities; an
inability to absorb or adjust our costs in response to lower volumes than we
anticipate; unanticipated costs or inefficiencies from the ongoing
consolidation of certain of our activities; loss of key management, sales or
technical employees to existing or new competitors; decisions by our larger
customers to cancel contracts or orders as they are entitled to do or not to
enter into new contracts or orders with us because of dissatisfaction,
technological or competitive changes or changes in control; and inability as
result of our relative experience to deliver construction services within
anticipated costs and time frames which could cause loss of business, operating
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losses and damage claims. The above listing of factors is representative of
the factors which could affect our forward-looking statements and is not
intended as an all encompassing list of such factors. In providing
forward-looking statements we are not undertaking any obligation to update
publicly or otherwise these statements, whether as a result of new information,
future events or otherwise.
######
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EXHIBIT 99.2
[LOGO]
FOR IMMEDIATE RELEASE Contact: Jim Bauer
- --------------------- ANTEC Corporation
847-439-4444
[email protected]
-------------------
ANTEC CORPORATION ANNOUNCES PROPOSED $100 MILLION
CONVERTIBLE SUBORDINATED NOTE OFFERING
ROLLING MEADOWS, IL (April 24, 1998) - ANTEC Corporation (NASDAQ:ANTC)
today announced that it proposes to offer a new issue of $100 million of
Convertible Subordinated Notes due 2003.
The Notes will be convertible into common stock of the Company, at the option
of the holder, at a price to be determined. The Company expects to use the net
proceeds from the offering to reduce the amount of outstanding debt under the
Company's revolving credit facility and to repurchase shares of its Common
Stock as previously announced.
The Notes will not have been registered under the Securities Act of 1933, as
amended or any state securities laws, and unless so registered, may not be
offered or sold except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable
state securities laws.
Accordingly, the Notes will be offered and sold within the United States under
Rule 144A only to "qualified institutional buyers" and outside the United
States in accordance with Regulation S under the Securities Act.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the Notes.
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2
ANTEC Corporation (http://www.antec.com) is an international communications
technology company serving the broadband information transport industries.
Headquartered in Rolling Meadows, Illinois, ANTEC has major divisional offices
in Atlanta and Denver; manufacturing facilities in Juarez, Mexico, El Paso,
Texas, Tinton Falls, New Jersey and Rock Falls, Illinois and sales offices in
Europe, Asia/Pacific and Latin America. ANTEC specializes in the manufacturing,
materials management and distribution of products for hybrid/fiber coax (HFC)
broadband networks, as well as the design and engineering of these networks.
######
