<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
ANTEC CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
ANTEC CORPORATION
----------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 6, 1999
To the Stockholders of ANTEC Corporation:
The Annual Meeting of Stockholders of ANTEC Corporation will be held
at the Company's new corporate facilities, located at 11450 Technology Circle,
Duluth, Georgia, on Thursday, May 6, 1999 at 10:00 a.m., for the purpose of (a)
electing ten directors, (b) increasing the number of shares of Common Stock
which may be issued pursuant to the Company's Employee Stock Purchase Plan from
300,000 shares to 800,000 shares, (c) increasing the number of authorized
shares of Common Stock from 50,000,000 shares to 75,000,000 shares, and
transacting such other business as may be brought before the meeting or any
adjournment(s) thereof.
It is important that your shares be represented at the meeting.
Whether or not you plan to attend in person, you are requested to vote, sign,
date and promptly return the enclosed proxy in the envelope provided.
The Board of Directors has fixed the close of business on March 12,
1999 as the record date for the determination of stockholders entitled to
notice of, and to vote at, the meeting or any adjournment(s) thereof. A
complete list of the stockholders entitled to vote at the meeting will be open
for examination by any stockholder for any purpose germane to the meeting
during ordinary business hours for ten days prior to the meeting. The list of
stockholders as of the date of record will be made available at the offices of
the Company at the above address and will be available at the meeting.
A copy of ANTEC Corporation's Annual Report to Stockholders for the
fiscal year ended December 31, 1998 is enclosed. Additional copies of the
Annual Report may be obtained without charge by writing the Secretary of ANTEC
Corporation, 11450 Technology Circle, Duluth, Georgia 30097.
BY ORDER OF THE BOARD OF DIRECTORS
Lawrence A. Margolis, Secretary
Duluth, Georgia
March 31, 1999
1
<PAGE> 3
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
OF ANTEC CORPORATION
TO BE HELD MAY 6, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of ANTEC Corporation, a Delaware corporation
(the term "ANTEC" or the "Company," as used herein means the Company together
with or without its subsidiaries, as the context may require). The Company's
corporate headquarters is located at 11450 Technology Circle, Duluth, Georgia
30097 (telephone 770-441-0007). The Proxy Statement and form of proxy were first
mailed to stockholders on or about March 31, 1999. Proxies solicited by the
Board of Directors of the Company are to be voted at the Annual Meeting of
Stockholders of the Company to be held on May 6, 1999 at 10:00 a.m. at the
Company's corporate facilities, 11450 Technology Circle, Duluth, Georgia or any
adjournment(s) thereof.
This solicitation is being made by mail, although directors, officers and
regular employees of the Company may solicit proxies from stockholders
personally or by telephone, telegram or letter. The costs of this solicitation
will be borne by the Company. The Company may request brokerage houses,
nominees or fiduciaries and other custodians to solicit their principals or
customers for their proxies, and may reimburse them for their reasonable
expenses in so doing. In addition, the Company has retained Morrow & Co., Inc.
to assist in the solicitation for a fee of $2,500 plus expenses.
VOTING
Shares of Common Stock, $.01 par value, of the Company ("Common
Stock") represented by proxies in the accompanying form which are properly
executed and returned to the Company (and which are not effectively revoked)
will be voted at the meeting in accordance with the stockholders' instructions
contained therein. In the absence of contrary instructions, shares represented
by such proxies will be voted IN FAVOR OF the election as directors of the
nominees listed herein, IN FAVOR OF Proposal 1 to approve the amendment of the
Company's Employee Stock Purchase Plan (the "Purchase Plan") to increase the
number of shares of Common Stock which may be issued pursuant to the Purchase
Plan from 300,000 shares to 800,000 shares, IN FAVOR OF Proposal 2 to approve
the amendment to the Company's Certificate of Incorporation to increase the
number of authorized shares of Common Stock from 50,000,000 shares to
75,000,000 shares, and in the discretion of the appointed proxies, upon such
other business as may properly be brought before the meeting.
Each stockholder has the power to revoke his or her proxy at any time
before it is voted by (i) delivering to the Company, prior to or at the
meeting, written notice of revocation or a later dated proxy or (ii) attending
the meeting and voting his or her shares in person.
The Board of Directors has fixed the close of business on March 12,
1999 as the record date for the determination of stockholders entitled to
notice of, and to vote at, the meeting or any adjournment (s) thereof.
As of March 12, 1999, 35,xxx,xxx shares of Common Stock were
outstanding. Each holder of Common Stock is entitled to one vote per share.
A majority of the outstanding shares of Common Stock will constitute a
quorum for purposes of the meeting. If a quorum is present, in person or by
proxy, the election of directors will be determined by a plurality of the votes
of the shares represented at the meeting, and the approval of Proposal 1, to
approve the addition of 500,000 shares of Common Stock to the Employee Stock
Purchase Plan, will be determined by the majority of the votes cast at the
meeting. The adoption of Proposal 2, to approve the amendment to the Company's
Certificate of Incorporation to increase in the number of authorized shares of
Common Stock to 75,000,000 shares, requires the affirmative vote of a majority
of the outstanding shares of Common Stock. Shares represented at the meeting
which abstain from voting, or in the case of directors, withhold votes will be
counted in determining the presence
2
<PAGE> 4
of a quorum. Withheld votes will not affect the election of directors. An
abstention on Proposal 1 or Proposal 2 has the same effect as a "no" vote
unless, in the case of Proposal 1, such abstention is by virtue of a "broker
non-vote."
ELECTION OF DIRECTORS
In the absence of contrary instructions, the proxies received will be
voted for the election as directors of the nominees listed below, all of whom
presently serve on the Board of Directors, to hold office until the next annual
meeting of stockholders or until their successors are elected and qualified.
Although the Board of Directors does not contemplate that any nominee will
decline or be unable to serve as director, in either such event the proxies
will be voted for another person selected by the Board of Directors, unless the
Board acts to reduce the size of the Board of directors in accordance with the
provisions of ANTEC's by-laws. The Board has set the current number of
directors at ten.
The following table sets forth the name and age, as of March 12, 1999,
of each nominee of the Company, the year such person was first elected as a
director, his position with the Company, his or her principal occupation (s)
during at least the last five years and any other directorships held by such
person in companies which have a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or subject to the requirements of Section 15 (d) of the Exchange Act or
directorships of issuers registered as investment companies under the
Investment Company Act of 1940. The term of office of each director will extend
until the holding of the next annual meeting of stockholders or until his or
her successor is elected and qualified.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD
NAME & AGE DURING PAST FIVE YEARS
- ---------- -----------------------------------
<S> <C>
J. A. Ian Craig, 56 ........................ Director of the Company since
1998; Executive Vice President
of Northern Telecom Inc., a
manufacturer of
telecommunications and other
equipment since 19__; President,
Broadband Networks division of
Northern Telecom Inc. since
19__; Prior thereto held
numerous senior management
positions within Northern
Telecom Inc. since 1968;
Director of _______________.
Rod F. Dammeyer, 58 ........................ Director of the Company since
1993; Vice Chairman since 1998
and President and Chief
Executive Officer from 1993 to
1999 of Anixter International
Inc., a world-leading
communications products
distribution company; Managing
Partner since 1998 and Managing
Director from 1996 to 1999 of
EGI Corporate Investments, a
diversified management and
investment company; Director of
Anixter International Inc., CNA
Surety Corp., Inc., IMC Global,
Inc., Jacor Communications,
Inc., Matria Healthcare, Inc.,
Metal Management, Inc.,
Stericycle, Inc., and TeleTech
Holdings, Inc., Transmedia
Network, Inc.;and Trustee of
various Van Kampen, Inc. funds.
John M. Egan, 51 ........................... Director since 1993 and Chairman
and Chief Executive Officer of
the Company since 1997;
President and Chief Executive
Officer of the Company and its
predecessors since 1980.
James L. Faust, 57 ......................... Director of the Company since
1995; Consultant since 1998 and
Executive Vice President,
International of the Company
from 1995 to 1998; Director
since 1997 and Chief Executive
Officer of Evolve Products, Inc.
since 1998; prior thereto he
held various executive
management positions with
General Instrument Corporation
from 1989 to 1994. Director of
Cabeltel Communications
Corporation since 1996.
</TABLE>
3
<PAGE> 5
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD
NAME & AGE DURING PAST FIVE YEARS
- ---------- -----------------------------------
<S> <C>
William H. Lambert, 62 ..................... Director of the Company since
1997; Chairman, President and
Chief Executive Officer of TSX
Corporation from 1988 to 1997;
Chairman of AM Communications,
Inc. since 1998.
John R. Petty, 68 .......................... Director of the Company since
1993; Chairman of TECSEC
Incorporated, a data security
company since 1997; Chairman of
Federal National Payables, Inc.,
a factoring company, since 1992;
Private investor since 1988;
Chairman and Chief Executive
Officer of Marine Midland Banks,
Inc. from 1983 to 1988; Director
of Anixter International, Inc.
and Equivest Finance, Inc.
William T. Schleyer, 47 .................... Director of the Company since
1998; Consultant; President and
Chief Operating Officer of
MediaOne, the broadband services
arm of U S West Media Group,
during 1997; President and Chief
Operating Officer of Continental
Cablevision, Inc. during 1996;
prior thereto held various
executive management positions
within Continental Cablevision
since 1977; Director of
CableLabs, Inc.
Sammuel K. Skinner, 60 ..................... Director of the Company since
1995; Partner, Hopkins and
Sutter since 1998; President and
Director of Unicom Corp., an
electrical utilities company,
from 1993 to 1998; Director of
LTV Corporation, Midwest Express
Holdings, Inc., Union Pacific
Resources, Inc., and BHP
Advisory Council; Chief of Staff
to the President of the United
States from 1992 to 1993; United
States Secretary of
Transportation from 1989 to
1992.
Robert J. Stanzione, 51 .................... Director, President and Chief
Operating Officer of the Company
since 1998; President and Chief
Executive Officer of ARRIS
Interactive, a joint venture
company of ANTEC and Northern
Telecom Inc. from 1995 to 1997;
prior thereto held various
management positions with AT&T
Corporation since 1969.
Bruce Van Wagner, 73 ....................... Director since 1993 and Chairman
of the Company from 1993 to
1997; Vice Chairman in 1992 and
Chairman from 1987 to 1992 of
Anixter, Inc., subsidiary of
Anixter International, Inc., a
provider of networking and
cabling solutions.
</TABLE>
4
<PAGE> 6
BOARD AND COMMITTEE MEETINGS
The Audit Committee, currently consisting of Messrs. Petty
(Chairperson) and Skinner, provides general review of the Company's accounting
and auditing procedures, meets with the Company's independent auditors to
review their recommendations and reviews related party transactions. The Audit
Committee held two meetings in 1998.
The Compensation Committee, currently consisting of Messrs. Dammeyer
(Chairperson) and Skinner, exercises all powers of the Board of Directors in
connection with compensation matters, including incentive compensation, benefit
plans and stock grants. The Compensation Committee held four meetings in 1998.
The Executive Committee, currently consisting of Messrs. Dammeyer,
Egan and Van Wagner (Chairperson), exercises the full powers of the board of
Directors to the extent permitted by law in the intervals between Board
meetings, and to the extent desired, serves as the nominating committee for the
Board of Directors. The Executive Committee held no meetings in 1998.
The Board of Directors held six meetings in 1998.
Each of the directors attended 75 percent or more of the total of all
meetings held by the Board and the committees on which the directors served.
5
<PAGE> 7
EXECUTIVE COMPENSATION
The following tables set forth information about the
compensation of the Chief Executive Officer and the four most highly
compensated executive officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION -------------------------
-------------------------------------------- RESTRICTED SECURITIES
NAME AND COMPENSATION, STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OTHER ($) AWARDS ($) AWARDS (#) COMPENSATION ($)(1)
- ---------------------- ---- ---------- --------- ------------- ---------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
John M. Egan 1998 500,000 337,500 0 1,250
Chief Executive 1997 500,000 0 860,000 2,375
Officer 1996 441,400 443,400 112,000 2,375
Robert J. Stanzione 1998 340,000 229,500 335,000 2,500
President, Chief
Operating Officer
Lawrence A. Margolis 1998 280,000 151,200 0 2,275
Executive Vice 1997 280,000 0 300,000 2,375
President, Chief 1996 253,400 171,046 40,000 2,375
Financial Officer
Gordon E. Halverson 1998 201,400 102,210 33,333 0 2,362
Executive Vice 1997 190,000 40,000 175,000 2,256
President, Sales 1996 170,000 75,262 20,000 0
Mark J. Scagliuso 1998 190,000 87,291 0 6,670
Vice President, 1997 190,000 31,500 80,000 6,337
Chief Accounting 1996 180,180 71,063 10,000 6,337
Officer
</TABLE>
- --------------------------
(1) Represents contributions by the Company to an employee savings plan.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------- POTENTIAL REALIZABLE
NUMBER OF % OF TOTAL VALUE AT ASSUMED
SECURITIES OPTIONS ANNUAL RATES OF
UNDERLYING GRANTED TO STOCK PRICE APPRECIATION
OPTIONS EMPLOYEES IN EXERCISE OR DATE FOR OPTION TERM (2)
GRANTED FISCAL BASE PRICE OF ------------------------
NAME (#) YEAR ($/SH) EXPIRATION 5% ($) 10% ($)
- ---- ---------- ------------ ----------- ---------- ------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Stanzione 335,000 (1) 54.29% $ 11.125 05/07/2004 $ 1,752,902 $ 3,862,160
</TABLE>
6
<PAGE> 8
(1) Options become exercisable on May 7, 2003. Vesting will accelerate if
the Company's stock closes above specified prices ($15, $20 and $25)
for 20 consecutive days and the Company's fully diluted earnings per
common share (before non-recurring items) over a period of four
consecutive quarters exceed a dollar per common share. Vesting will
also accelerate if any person and its affiliates, other than Anixter
International, Inc., Tele-Communications, Inc. and their affiliates,
acquire or tenders for more than 50% of the stock in the Company. If
optionee terminates his employment within 12 months after the stock
price target and the earnings target have been met, the optionee
forfeits 50% of the options which became exercisable.
(2) These numbers are for presentation purposes only and are not
predictions of future stock prices.
REPORT ON REPRICING OF OPTIONS
In May 1997, the Company granted options to executive officers other
than Mr. Stanzione with the same terms, other than exercise price, as the
above-described grant to Mr. Stanzione. At that time it had not yet been
determined that Mr. Stanzione would leave the Company's joint venture he was
heading to assume the presidency of the Company. At the end of 1997 when this
decision had been made, Mr. Stanzione was granted a similar option for 335,000
shares. This option, however, was at the then market price of $13.4375 per
share. The number of shares was determined in the same manner as the options of
the other executive officers. To eliminate the inequity created by the higher
exercise price, the Company agreed that it would make a cash payment to Mr.
Stanzione in the future. When the price of the Company's stock fell at the
beginning of 1998, the Company, with Mr. Stanzione's agreement, reissued this
option at the then lower price of $11.125 to reduce dollar for dollar the
amount of the cash payment it was committed to make to Mr. Stanzione.
The only options or stock appreciation rights of an executive officer
that the Company has repriced in its history as a public company were the
options granted to Mr. Stanzione as described above. The following table sets
forth the information related to this repricing.
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF MARKET PRICE ORIGINAL
SECURITIES OF STOCK AT EXCISE OPTION TERM
UNDERLYING TIME OF PRICE AT NEW REMAINING
OPTIONS REPRICING OR TIME OF EXERCISE AT DATE OF
REPRICED OR AMENDMENT REPRICING OR PRICE REPRICING OR
NAME DATE AMENDED (#) ($) AMENDMENT ($) AMENDMENT
- ---- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Stanzione 02/09/1998 335,000 $ 11.125 $ 13.4375 $ 11.125 6.25 yrs.
President, Chief
Operating Officer
</TABLE>
- --------------------------
Rod F. Dammeyer, Samuel K. Skinner,
Chairperson, Compensation Committee Member of Compensation Committee
7
<PAGE> 9
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY - END (#) FY-END ($)
SHARES ACQUIRED ON VALUE EXERCISABLE / EXERCISABLE /
EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John M. Egan 150,000 $ 1,759,600 273,717 / 953,333 $ 1,984,573 / $ 9,002,521
Robert J. Stanzione 0 0 100,000 / 335,000 $ 715,000 / $ 2,731,925
Lawrence A. Margolis 0 0 144,617 / 333,333 $ 1,143,645 / $ 3,119,381
Gordon E. Halverson 10,000 $ 137,500 83,734 / 191,666 $ 677,847 / $ 1,819,815
Mark J. Scagliuso 22,583 563,190 2,688 / 87,999 $ 4 / $ 816,831
</TABLE>
PENSION PLAN TABLE (1)
<TABLE>
<CAPTION>
ESTIMATED BENEFIT BASED ON YEARS OF SERVICE
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Remuneration 10 15 20 25 30 35
- ------------ -- -- -- -- -- --
$ 250,000 $ 30,595 $ 45,893 $ 61,190 $ 76,488 $ 91,786 $ 91,786
350,000 43,595 65,393 87,190 108,988 130,786 130,786
450,000 56,595 84,893 113,190 141,488 169,786 169,786
550,000 69,595 104,393 139,190 173,988 208,786 208,786
650,000 82,595 123,893 165,190 206,488 247,786 247,786
750,000 95,595 143,393 191,190 238,988 286,786 286,786
850,000 108,595 162,893 217,190 271,488 325,786 325,786
950,000 121,595 182,393 243,190 303,988 364,786 364,786
1,050,000 134,595 201,893 269,190 336,488 403,786 403,786
1,150,000 147,595 221,393 295,190 368,988 442,786 442,786
</TABLE>
(1) Above amounts are annual straight-line annuity amounts (which are not
reduced for Social Security benefits) payable upon retirement at age
65 under the Company's funded defined benefit pension plan and an
unfunded supplementary defined benefit pension plan. The benefits are
determined by the average of the five highest consecutive years of
salary and bonus during an employee's last ten years of service.
(Bonus is attributable to the year in which it is paid not the year
for which it is accrued. Thus, the covered remuneration for 1998 was
the salary for 1998 and the bonus accrued for 1997 in the "Summary
Compensation Table.") As of December 31, 1998, Messrs. Egan,
Stanzione, Margolis, and Halverson have approximately 25, 10 (actual
service tripled pursuant to employment agreement), 16, and 30 years of
service, respectively. Mr. Scagliuso does not participate in this
pension plan.
COMPENSATION OF DIRECTORS
The Company pays its non-employee directors annual retainers of
$50,000 of its stock in the form of stock units which convert to Common Stock
on a one for one basis at the pre-arranged time selected by each director plus
fees of $1,000 for each board meeting attended, $750 for each committee meeting
attended and a $2,500 annual retainer for committee chairperson.
Effective February 1, 1998, Mr. Faust's arrangement with the Company
was changed from an employment contract to a consulting contract. The new
contract provides for quarterly payments of $27,500 for five years and for
continuation for a year or more of certain benefits Mr. Faust had received as
an employee. Additionally, the Company has a $2.0 million equity investment in
Evolve Products, Inc., a company which develops and markets two-way,
interactive universal remote control devises, of which Mr. Faust is a Director
and Chief Executive Officer.
8
<PAGE> 10
The Company is bearing the expense of an office for Mr. Van Wagner and
is paying for the defense by Mr. Van Wagner and his family of charges by the
Securities and Exchange Commission that members of his family and neighbors
sold stock of the Company based on material non-public information of the
Company obtained from Mr. Wagner. In 1998, the Company paid approximately
$42,000 for these combined costs.
EMPLOYMENT CONTRACTS AND TERMINATION OF
EMPLOYMENT AND CHANGE-IN-CONTROL
The Company has entered into employment agreements with Messrs. Egan,
Stanzione, Margolis, Halverson, and Scagliuso. The agreements obligate the
officers to continue to serve the Company and for the Company to continue to
employ the officers until the agreements are terminated by the required prior
notice or for cause or good reason as defined in the agreements. The required
prior notice is two years in the case of Mr. Egan and one year in the case of
the other officers. These agreements provide for the vesting of options (except
for those options granted in May 1997 which vest on May 7, 2003) and for the
continuation of employment benefits (including salaries and bonuses) for the
time period otherwise required to terminate the agreements by prior notice in
the event that the officers terminate the agreements and their employment for
good reason. Good reason includes "Change of Control" which occurs if (i) a
person other than Anixter International Inc. controls more than 25% of the
Company's voting securities and the securities so controlled are greater in
number than those controlled by Anixter International Inc. or (ii) a person
other than Samuel Zell, Ann Lurie and Sheli Rosenberg controls more than 25% of
Anixter International Inc. voting securities and the securities so controlled
are greater than those controlled by Mr. Zell and Mmes. Lurie and Rosenberg.
The agreements also prohibit each officer from working for a competitor until
the expiration of the above time periods. The agreements provide for minimum
salaries equal to current salaries, and for the Company to determine annual
bonus opportunities targeted at 75% of salary for Messrs. Egan and Stanzione
and 50 or 60% of salary for the other officers. Mr. Stanzione's contract was
amended in 1997 to increase his salary to $340,000 on January 1, 1998 and to
provide for the granting of an option to 335,000 of common stock of the
Company. The Company has agreed to pay Mr. Stanzione the amount by which the
exercise price of this option ($11.125 per share) exceeds $9.75 per share.
Options granted in February 1998 to Mr. Stanzione and in May 1997 to other
officers of the Company, provide that they vest if any person and its
affiliates, other then Anixter International, Inc., Tele-Communications, Inc.
and their affiliates acquire or tender more than 50% of the stock of the
Company.
COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
The members of the compensation Committee of the Board of Directors
for 1998 were Rod Dammeyer (Chairperson) and Samuel Skinner. During 1998 Mr.
Dammeyer was a director and Vice-Chairman of Anixter International Inc.
In June 1998, the Company repurchased approximately 4.4 million shares
of the Company's Common Stock owned by Anixter International Inc. for
approximately $63.5 million.
In 1998, the Company shared the cost of certain insurance policies
with Anixter International Inc. The amount allocated to the Company in 1998 for
these costs was approximately $0.3 million. The Company rents a facility from
an affiliate of Samuel Zell, under a lease providing for annual rental payments
of approximately $0.4 million, which runs through 1999. Mr. Zell beneficially
owns in excess of 10% of the stock of Anixter International, Inc. of which Mr.
Zell is the Chairman of the Board of Directors.
The Company, Anixter International, Inc., and its subsidiary Anixter
Inc. have, in connection with the completion of the creation in July 1993 of
the company from a division of Anixter Inc., entered into agreements providing
for, among other things, indemnification of Anixter Inc. by the Company and
indemnification of the Company by Anixter Inc., in each case for certain
liabilities.
9
<PAGE> 11
Notwithstanding anything to the contrary set forth in any other of the
Company's filings under the Securities Act of 1933, or the Exchange Act that
might incorporate future filings, including this Proxy Statement, in whole or
in part, the report presented below and the Performance Graph following shall
not be incorporated by reference into any such filings.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
To assure the continued services of its key officers, the Company has
entered into employment agreements with its officers, including Messrs. Egan,
Margolis, Stanzione, Halverson and Scagliuso. The salaries and bonus
opportunities specified in these agreements, see "Employment Contracts and
Termination of Employment and Change-In-Control Arrangements," were determined
after reviewing publicly available information on the compensation practices of
cable companies and distributors and manufacturers of sophisticated electronic
products. (No attempt was made to limit these companies to the companies in the
published industry index used in the "Performance Graph.") However, because of
the differences in size and business between these companies and the Company,
the salaries and bonus opportunities specified in the employment agreements
were subjective to be within the Committee's goal of salaries within the median
of the range paid by others for comparable positions and bonus opportunities
within the high end of the range provided by others for comparable positions.
In general, option grants are determined by taking a percentage of
salary and bonus and dividing that amount by the value of the options. The
Committee sets the percentages in the same manner as other components of
compensation. These percentages are not affected by previous grants.
In 1998, Mr. Stanzione was granted options similar to the options that
were granted to other officers in 1997. The number of options granted to Mr.
Stanzione were determined in relation to the number of options that had been
granted to other officers in 1997. In determining the number of options to be
granted in 1997, the Committee considered the number of options which would
otherwise be granted over the next three years as described above, the
incentive being provided by options previously granted, and the level of
long-term incentives being provided for similar positions by companies with
which the Company believes it competes for employees.
Annual bonus targets are set as a percentage of base salary. In 1998,
this percentage was 75% for Messrs. Egan and Stanzione, 60% for Mr. Margolis and
50% to 30% for other officers. Actual bonuses can range from zero to 150% (200%
in Mr. Egan's case) of target, dependent upon the achievement of goals set at
the beginning of the year. In 1998, the goal was pretax earnings of the
consolidated company or in the case of executives with specific product line
responsibility, a combination of pretax earnings of their product line and the
consolidated company. Adjusting for unbudgeted activities and eliminating
minimum thresholds because of uncontrollable shortfalls in international sales,
bonuses of 97% to 81% of target were earned in 1998 based on 1998 pretax
earnings. On the same basis, the bonuses of Messrs. Egan, Stanzione and Margolis
would have been 81% of target but were increased to 90% of target which was the
approximate average earned by others to reflect the subjective valuation of the
Committee of their achievements in 1998.
The components of executive officer compensation related to the
performance of the Company are the portions of the annual bonus awards based on
financial performance and the ultimate value of long-term incentive awards as
determined by the stock market.
It is the policy of the Company to structure its compensation in a
manner which will avoid the limitations imposed by the Omnibus Budget
Reconciliation Act of 1993 on the deductibility of executive compensation under
Section 162 (m) of the Internal Revenue Code to the extent it can reasonably do
so consistent with its goal of retaining and motivating its executives in a
cost effective manner.
Rod F. Dammeyer Samuel K. Skinner
10
<PAGE> 12
PERFORMANCE GRAPH
Below is a graph comparing total shareholder return on the Company's
stock since December 31, 1993 through December 31, 1998, with the Standard &
Poor's 500 and the Index of NASDAQ U.S. Stocks of entities in the industry of
electronics and electrical equipment and components, exclusive of computer
equipment, (SIC 3600-3699), prepared by the Center for Research in Securities
Prices ("CRSP Peer Index"). The stock performance graph assumes the investment
of $100 on December 31, 1993 and reinvestment of all dividends.
[GRAPH]
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
ANTEC Corporation 100.0 73.5 72.0 36.0 62.5 80.5
S&P 500 100.0 101.4 139.5 172.0 229.6 295.7
CRSP Peer Index 100.0 108.4 169.7 253.0 265.5 366.4
- -------------------------------------------------------------------------------
</TABLE>
11
<PAGE> 13
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 12, 1999, certain
information with respect to the Common Stock of the Company that may be deemed
beneficially owned by each director of the Company, the officers named in the
Summary Compensation Table and by all directors and officers as a group.
<TABLE>
<CAPTION>
COMMON PERCENT OF
NAME OF BENEFICIAL OWNER (1) STOCK CLASS (14)
---------------------------- ----- ----------
<S> <C> <C> <C>
J. A. Ian Craig ............................................. 2,200 (13) *
Rod F. Dammeyer ............................................. 8,800 (2)(13) *
John M. Egan ................................................ 244,518 (3) *
James L. Faust .............................................. 43,615 (4) *
Gordon E. Halverson ......................................... 73,801 (5) *
William H. Lambert .......................................... 27,250 (6)(13) *
Lawrence A. Margolis ........................................ 178,597 (7) *
John R. Petty ............................................... 16,300 (8)(13) *
Mark J. Scagliuso ........................................... 6,667 (9) *
William T. Schleyer ......................................... 2,200 (13) *
Samuel K. Skinner ........................................... 11,300 (10)(13) *
Robert J. Stanzione ......................................... 102,846 (11) *
Bruce Van Wagner ............................................ 177,967 (12)(13) *
All directors and executive officers as a group including the
Above-named persons ............................... 958,799 2.6%
</TABLE>
- --------------
* Percentage of shares beneficially owned does not exceed one percent of
the class.
(1) Unless otherwise indicated, each person included in the group has sole
investment power and sole voting power with respect to the securities
beneficially owned by such person.
(2) Includes 2,500 shares obtainable pursuant to currently exercisable
options.
(3) Includes 211,384 shares obtainable pursuant to currently exercisable
options.
(4) Includes 26,667 shares obtainable pursuant to currently exercisable
options.
(5) Includes 72,067 shares obtainable pursuant to currently exercisable
options.
(6) Includes 20,000 shares obtainable pursuant to currently exercisable
options.
(7) Includes 161,284 shares obtainable pursuant to currently exercisable
options.
(8) Includes 10,000 shares obtainable pursuant to currently exercisable
options.
(9) Includes 6,667 shares obtainable pursuant to currently exercisable
options
(10) Includes 5,000 shares obtainable pursuant to currently exercisable
options
(11) Includes 100,000 shares obtainable pursuant to currently exercisable
options
(12) Includes 141,667 shares obtainable pursuant to currently exercisable
options.
(13) Messrs. Dammeyer, Petty, Skinner and Van Wagner include 6,300 common
stock units, Mr. Lambert includes 4,250 common stock units and Messrs.
Craig and Schleyer include 2,200 common stock units. These units
convert into Common Stock on a one for one basis at the time
determined when the stock units were granted.
(14) All currently exercisable options deemed to be beneficially owned by
the person or persons for whom the calculation is being made are
deemed to have been exercised for the purpose of calculating this
percentage.
12
<PAGE> 14
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS
The following table sets forth information as of March 12, 1999 with
respect to each person who is known by the management of the Company to be the
beneficial owner of more than 5% of the outstanding shares of Common Stock.
Unless otherwise indicated, the beneficial owner has sole voting and investment
power.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- -------------- ------------------- -------------------- --------
<S> <C> <C> <C>
Common..................... Tele-Communications, Inc. (1) 7,681,341 (2) 19.0%
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111
Common..................... J&W Seligman & Co. 2,319,552 (3) 6.51%
100 Park Ave. - 7th Floor
New York, NY 10017
</TABLE>
- --------------------------
(1) According to Amendment Number 3 to Schedule 13D filed with the SEC on
November 26, 1996, the beneficial ownership of TCI includes 854,341 shares
of ANTEC common stock that TCI may acquire pursuant to stock option
agreements between TCI and ANTEC.
(2) According to 13D, filed June 29, 1998.
(3) According to 13G, filed February 10, 1999.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For a description of transactions between the Company and Anixter
International, Inc. and the Company and an affiliate of Samuel Zell, see
"Compensation Committee Interlocks and Insider Participation."
For a description of transactions with Messrs. Faust and Van Wagner,
directors of the Company, see "Compensation of Directors."
The Company loaned $100,000 to John Egan, its President and Chief
Executive Officer, in 1980 and an additional $50,000 in 1983. Although these
loans are interest-free and have no stated maturity date, Mr. Egan is currently
making monthly payments to the Company to reduce the outstanding balance on
these loans. As of December 31, 1998, the balance due on the loans was
$108,400. The Company loaned $100,000 to Gordon Halverson, an officer of the
Company, in December 1997. This loan is interest-free and matures annually in
thirds beginning December 1998. Payments will be forgiven if Mr. Halverson is
employed on the maturity dates. Accordingly, $33,333 of this loan was forgiven
on January 1, 1999.
Tele-Communications, Inc. ("TCI") is the Company's largest customer.
In 1998, the Company received $142.7 million from TCI for goods and services it
furnished TCI. In 1998, a joint venture in which a subsidiary of the Company is
a 50% owner, entered into contracts to provide turnkey upgrades for TCI in San
Francisco, Seattle and Salt Lake City. The Company has entered into a
registration rights agreement with TCI under which the Company, under certain
circumstances, must register under the Securities Act TCI's shares of common
stock for sale to the public and must indemnify TCI for certain liabilities. In
1998, the Company assigned to TCI the right of the Company to repurchase
500,000 shares of Common Stock of the Company from Anixter International Inc.
for approximately $7.3 million.
13
<PAGE> 15
PROPOSAL 1
APPROVAL OF AMENDMENT TO EMPLOYEE STOCK PURCHASE PLAN INCREASING THE
SHARES OF COMMON STOCK WHICH MAY BE ISSUED PURSUANT TO THAT PLAN FROM 300,000
SHARES TO 800,000 SHARES
The Board of Directors, on February 18, 1999 increased the number of
shares of Common Stock, which may be issued pursuant to the Employee Stock
Purchase Plan ("Purchase Plan"), from 300,000 shares to 800,000 shares, subject
to the approval of the stockholders at this meeting. The plan is intended to
align more closely the interests of employees with those of the Company and its
stockholders by providing employees of the Company the opportunity to purchase
shares of Common Stock ("Shares") at favorable prices and terms.
ADMINISTRATION. The Purchase Plan is administered by the Compensation
Committee of the Board of Directors (the "Committee"), consisting of
disinterested directors. The Committee has authority and responsibility for the
interpretation, administration and application of the provisions of the
Purchase Plan. No board or Committee member will be liable for any
determination, decision or action made in good faith with respect to the
Purchase Plan, and the Company's by-laws provide for indemnity to each person
made or threatened to be made a party to any action or proceeding by reason of
Board or Committee membership.
SHARES SUBJECT TO PURCHASE PLAN. As amended, a total of 800,000 shares
of Common Stock may be issued pursuant to the Purchase Plan. The Shares may be
authorized but unissued Shares or Shares reacquired by the Company and held in
treasury. Options issued under the Purchase Plan will reduce the number of
Shares available thereunder by the number of Shares subject to the issued
option. If unexercised options expire or terminate for any reason, in whole or
in part, the number of Shares subject to the unexercised portion of such
options will be available again for issuance under the Purchase Plan. As of
March 12, 1999, a total of 335,976 Shares have been issued or are subject to
options under the Purchase Plan.
ELIGIBILITY. All employees of the Company or any subsidiary of the
Company whose customary employment is more than 20 hours per week are eligible
to purchase Shares through regular payroll deductions. No employee owning more
than 5% of the Company's voting securities may participate. Approximately 1,202
employees are currently eligible to participate in the Purchase Plan.
OPERATION OF PLAN. The Company grants eligible employees options to
purchase Shares through a payroll deduction program. These options are granted
once a year on a date selected by the Committee. The term of the option is a
twelve-month period beginning on the date of the grant. Eligible employees are
able to designate an amount to be withheld from their regular pay within the
minimum and maximum limits specified by the Committee. No one is permitted, in
any year, to purchase Shares having a total fair market value on the grant date
of $25,000. The maximum number of Shares subject to each option is the number
of whole Shares which the projected payroll deductions, authorized by the
participant for the option period, would purchase at an exercise price per
Share equal to 85% of the fair market value of a Share on the grant date.
An option is exercised automatically on the last day of the option
period (the "Exercise Date"), at which time the Company deducts, from the
participant's account, an amount which is sufficient to purchase, at the
"Option Price," up to the number of Shares subject to participant's option. The
balance of the participant's account is refunded to the participant promptly
after the Exercise Date. The Option Price per Share is equal to 85% of the fair
market value of Shares on the grant date or Exercise Date, whichever is less.
The last reported sale price of the Common Stock on March 12, 1999 was $xx.xx
per share.
WITHDRAWAL; TERMINATION. Participation in the Purchase Plan is
terminated when the participant (i) voluntarily withdraws from the Purchase
Plan; (ii) resigns or is discharged; or (iii) retires or dies. Upon termination
of participation, all funds in the participant's account are refunded to the
participant without interest, except that upon retirement or death, the
participant or the participant's executor, as the case may be, may elect to
exercise any outstanding options of the participant.
14
<PAGE> 16
ADJUSTMENTS FOR REORGANIZATIONS, ETC. The number of Shares covered by
the Purchase Plan, the number of Shares covered by each outstanding option and
exercise price thereof will be adjusted proportionately for any increase or
decrease in the number of issued Shares resulting from a subdivision or
consolidation of Shares or payment of stock dividends on the Common Stock or
any other increase or decrease in the number of issued Shares effected without
receipt of consideration by the Company, subject to any required action by
stockholders. If the Company is the surviving corporation in any merger or
consolidation, each outstanding option will pertain to the securities to which
a holder of the number of Shares subject to the option would have been
entitled.
AMENDMENT OF THE PURCHASE PLAN. The Board of Directors or the
Committee may, from time to time, suspend, terminate, revise or amend the
Purchase Plan in any respect whatsoever except that, without the approval of
stockholders, no such revision or amendment may increase the number of Shares
subject to the Purchase Plan, reduce the exercise price below that provided in
the plan, or cause the plan not to be in conformance with the requirements of
Section 423 of the Code. No suspension, discontinuation, revision or amendment
may adversely affect any award theretofore made, without the consent of the
optionee, unless necessary to comply with applicable law.
FEDERAL INCOME TAX CONSEQUENCES. The Purchase Plan is intended to be
an "Employee Stock Purchase Plan" in conformance with the requirements of
Section 423 of the Code. If an employee exercises an option under the Purchase
Plan and does not, within either two years after the date of the grant of the
option or one year after the Exercise Date, dispose of the stock purchased, the
employee will not realize taxable income from the grant or exercise of the
option, and any gain realized on disposition of the stock will be taxable as
ordinary income to the extent of (i) 15% of the market value of the stock on
the date the option was granted or (ii) the excess of the fair market value of
the stock on the date of disposition of the stock over the option price,
whichever is less, with any balance taxable as a capital gain. If the Shares
purchased upon exercise of an option are disposed of prior to expiration of the
foregoing required holding period (a disqualifying disposition), the employee
will realize ordinary income at that time equal to the difference between the
option price and the fair market value of the stock on the date the option was
exercised and such income will become additional tax basis in such Shares. Any
resulting gain or loss will be taxed as capital gain or loss. To the extent an
employee realizes ordinary income from disqualifying disposition, the Company
may take a deduction for federal income tax purposes.
SHARES ISSUED IN 1998. Shares were issued pursuant to the Purchase
Plan in 1998 at $9.9875 per Share as set forth in the following table.
<TABLE>
<CAPTION>
NAME AND POSITION NUMBER OF SHARES
- ----------------- ----------------
<S> <C>
John M. Egan
Chairman and Chief Executive Officer 2,846
Robert J. Stanzione
President and Chief Operating Officer 2,846
All current executive officers as a group, including
the above named persons 5,692
All employees as a group, including all of the above 47,660
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.
15
<PAGE> 17
PROPOSAL 2
APPROVAL OF AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 50,000,000 SHARES
TO 75,000,000 SHARES.
At the Annual Meeting, the holders of the Company's Common Stock will
be asked to consider and vote upon an amendment (the "Charter Amendment") to
Article Fourth of the Restated Certificate of Incorporation of the Company (the
"Restated Certificate") as described below. If adopted, the Charter Amendment
will increase the number of authorized shares of the Company's Common Stock
from 50,000,000 shares to 75,000,000 shares.
As of March 12, 1999, there were 35,xxx,xxx shares of Common stock
outstanding.
PURPOSE AND EFFECT OF THE AMENDMENT. Several recent events have
significantly reduced the number of shares of Common Stock available for use by
the Company. Specifically, the Company has issued or reserved for issuance a
large number of its shares of Common stock in connection with the following
transactions:
<TABLE>
<S> <C> <C>
- - Shares of Common Stock issued in the
acquisition of TSX Corporation on
February 6, 1997 15,423,726 shares
- - Shares of Common Stock issuable upon
exercise of options issued in the
acquisition of TSX Corporation 1,738,241 shares
- - Shares of Common Stock issuable upon conversion of the 4 1/2%
Convertible Subordinated Notes due May 15, 2003
issued on May 8, 1998 4,791,667 shares
</TABLE>
Additionally, as of March 12, 1999 x,xxx,xxx shares of Common stock were
issuable upon exercise of outstanding options (excluding options issued in the
acquisition of TSX).
Finally, as previously announced, the Company [has executed] [is
negotiating] an agreement to combine the current joint venture between the
Company and Northern Telecom Inc. ("Nortel") with the Broadband Technology
Division of Bay Networks in exchange for a reduction of the Company's interest
in the joint venture and the issuance at the election of Nortel of up to xxx
shares of Common Stock to Nortel in lieu of further reduction of the Company's
interest in the joint venture, as contingent payment for growth in the new
division's sales through June 30, 2000.
These issuances of Common Stock and options have been partially offset
by the Company's repurchase of 4,376,500 shares of Common Stock from Anixter
International Inc., in June 1998.
The Board of Directors believes that it is desirable to increase the
number of authorized shares of Common Stock in order to ensure that the Company
has a sufficient number of authorized but unissued shares of Common Stock
available in order to provide the flexibility needed for future expansion of
the Company's activities. The availability of the additional authorized shares
of Common Stock will permit the Company to take advantage of market conditions
for the sale of additional Common Stock, or convertible securities, future
acquisitions of the properties or securities of other companies, issuance of
stock pursuant to employee benefit plans and the Company's Employee Stock
Purchase Plan, as well as stock dividends, stock splits, and other general
corporate purposes.
16
<PAGE> 18
The proposed increase in the number of authorized shares of Common
Stock will not alter the rights of the holders on Common Stock. Neither the
presently authorized shares of Common Stock nor additional shares of Common
Stock that may be authorized pursuant to the Charter Amendment carry preemptive
rights. Further, an increase in the number of authorized shares will not have a
dilutive effect on the value of each shareholder's Common Stock - only the
actual issuance of additional Common Stock could have such an effect. As
described above, in some cases, such issuance may require the further approval
of the stockholders.
The Board of Directors has sole discretion to issue additional shares
of Common Stock from time to time for any purpose without further action by the
Company's stockholders, except as may be required by law or the rules of any
applicable stock exchange. The Board, however, has no current plans,
understandings, or arrangements for issuance of any additional Common Stock
that would be authorized by the Charter Amendment (other than described above).
ANTI-TAKEOVER ISSUES. Although the Board of Directors does not view
the proposed increase in the number of authorized shares of Common Stock to be
an anti-takeover proposal, it may be deemed to be one. The availability of
additional shares of Common Stock may make it more difficult to effect, or may
discourage an attempt to effect, a change in control of the Company by means of
a merger, tender offer, or proxy contest that is not approved by the Company's
Board of Directors. The proposal is not the result of any knowledge of the
Company of any specific effort to accumulate the Company's securities or to
obtain control of the Company.
In addition to an increase in authorized shares of Common Stock, other
provisions of the Company's Restated Certificate and Bylaws could be viewed as
having an anti-takeover effect. The Restated Certificate incorporates certain
provisions permitted under the Delaware General Corporation Law (the "DGCL")
relating to the liabilities of directors. The provisions eliminate a director's
liability for monetary damages for a breach of fiduciary duty, including gross
negligence, except in circumstances involving certain wrongful acts, such as
breach of a director's duty of loyalty or acts and omissions which involve
intentional misconduct or knowing violations of the law. These provisions do
not eliminate a director's duty of care. Moreover, the provisions do not apply
to claims against a director for violation of certain laws, including federal
securities laws. The Company's by-laws contain provisions to indemnify the
directors and officers to the fullest extent permitted under the DGCL.
The Company's Restated Certificate also includes a provision which
allows the Board of Directors, without stockholder approval, to issue up to
5,000,000 shares of preferred stock with voting, liquidation and conversion
rights that could be superior to and adversely affect the voting power of
holders of Common Stock. The issuance of preferred stock could have the effect
of delaying, deferring or preventing a change in control of the Company. The
Company has no present plans to issue any shares of preferred stock.
EFFECTIVE DATE AND BOARD RECOMMENDATION. The Charter Amendment, if
passed, would become effective upon the filing of a Certificate of Amendment
with the Secretary of State of the State of Delaware. The Company expects to
file the Certificate of Amendment shortly after the stockholders approve the
Charter Amendment.
The Board of Directors has approved the proposed amendment to the
Company's Certificate and submits the following resolution for adoption by the
stockholders at the Annual Meeting:
RESOLVED, that it is deemed by the Board of Directors to be in the
best interests of the Company and its stockholders to amend the
Restated Certificate of Incorporation of the Company to increase the
total authorized shares of Common Stock of the Company, including that
which is outstanding, from 50,000,000 shares of Common Stock, par
value $.01 per share, to 75,000,000 shares of Common Stock, par value
$.01 per share, and that, to accomplish the foregoing, Article fourth
of the Company's Restated Certificate of Incorporation be amended to
read as follows:
"FOURTH: The total number of shares of stock of all classes
which the corporation shall have authority to issue is
eighty million (80,000,000) shares consisting of seventy-five
million (75,000,000) shares of common stock, par value $.01
per share, and five million (5,000,000) shares of preferred
stock, par value $1.00 per share."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2
17
<PAGE> 19
INDEPENDENT AUDITORS
The Board of Directors, upon the recommendation of its Audit
Committee, has selected Ernst & Young LLP as independent auditors of the
Company for 1999. Representatives of Ernst & Young LLP, who are expected to be
present at the meeting, will be given an opportunity to make a statement if
they so desire and to respond to appropriate questions asked by stockholders.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be present at the 2000 Annual
Meeting of Stockholders must be received by the Company at its principal
offices by December 5, 1999 in order to be considered for inclusion in the
Company's Proxy Statement and Proxy relating to the 2000 Annual Meeting of
Stockholders.
CONCLUSION
The Board of Directors knows of no other matters to be presented for
stockholder action at the meeting. However, if other matters do properly come
before the meeting, it is intended that the persons named in the proxies will
vote upon them in accordance with their best judgement.
March 31, 1999
BY ORDER OF THE BOARD OF DIRECTORS
Lawrence A. Margolis, Secretary
18
<PAGE> 20
ANTEC CORPORATION
PROXY SOLICITED BY AND ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints John M. Egan, Robert J. Stanzione, and
Lawrence A. Margolis and each of them (with full power of substitution in each)
proxies of the undersigned to vote at the Annual Meeting of Stockholders of
ANTEC Corporation to be held at 10:00 a.m., eastern time, May 6, 1999, at the
Company's corporate offices, 11450 Technology Circle, Duluth, Georgia, and at
any adjournments thereof, all of the shares of Common Stock of ANTEC
Corporation in the name of the undersigned on the record date.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED STOCKHOLDER. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES.
(Continued, and to be dated and signed on the reverse side.)
COMMENTS / ADDRESS CHANGE: PLEASE MARK COMMENT / ADDRESS BOX ON REVERSE SIDE
FOLD AND DETACH HERE
<TABLE>
<CAPTION>
Please mark [X]
your votes as
indicated in
this example
FOR WITHHOLD
ALL AUTHORITY
NOMINEES
<S> <C> <C>
1. Election of the following nominees as directors: [ ] [ ]
J.A. Ian Craig, Rod F. Dammeyer, John M. Egan, James L.
Faust, William H. Lambert, John R. Petty, William T.
Schleyer, Sammuel K. Skinner, Robert J. Stanzione and
Bruce Van Wagner
</TABLE>
Withhold for the following only:
(INSTRUCTIONS: Write the name of the nominee (s) from whom
you are withholding your vote in this space.)
- ------------------------------------------------------------
- ------------------------------------------------------------
- ------------------------------------------------------------
- ------------------------------------------------------------
<PAGE> 21
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
2. Proposal 1, approval of amendment to Employee Stock [ ] [ ] [ ]
Purchase Plan increasing the shares of Common Stock which
may be issued pursuant to that plan from 300,000 shares to
800,000 shares.
FOR AGAINST ABSTAIN
3. Proposal 2, approval of amendment to Certificate of [ ] [ ] [ ]
Incorporation increasing the number of authorized shares
of Common Stock from 50,000,000 shares to 75,000,000 shares
4. In their discretion, such other matters as properly may come
before the meeting or at any adjournment(s) thereof.
</TABLE>
PLEASE CHECK BOX IF YOU INTEND TO BE [ ]
PRESENT AT MEETING
COMMENT / ADDRESS CHANGE [ ]
Please mark this box if you have
written comment / address change on the
reverse side.
Dated: ______________________________, 1999
-------------------------------------------
(Signature of Stockholder)
-------------------------------------------
(Signature of Stockholder)
IMPORTANT: Please date this proxy and sign
exactly as your name appears hereon. If
stock is held jointly, both holders should
sign. Executors, administrators, trustees,
guardians and officers signing in a
representative capacity should give full
title.
