<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>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] 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 Report on Form 10-K for the fiscal year ended
December 31, 1998 is enclosed. Additional copies of this 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
/s/ Lawrence A. Margolis
-----------------------------------
Lawrence A. Margolis, Secretary
Duluth, Georgia
April 1, 1999
<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, 36,244,203 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 of a quorum. Withheld votes will not affect
the election of directors. An
<PAGE> 4
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;
NAME & AGE MATERIAL POSITIONS HELD 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 1997; President, Broadband
Networks division of Northern Telecom Inc.
since 1997; Prior thereto held numerous senior
management positions within Northern Telecom
Inc. since 1968.
Rod F. Dammeyer, 58............................ Director of the Company since 1993; Vice
Chairman since 1998 and President and Chief
Executive Officer from 1993 to 1998 of Anixter
International Inc., a global communications
products distribution company; Managing Partner
since 1998 and Managing Director from 1996 to
1998 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.,
TeleTech Holdings, Inc., and 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.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME & AGE MATERIAL POSITIONS HELD DURING PAST FIVE YEARS
- ---------- -----------------------------------------------
<S> <C>
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.
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.
Samuel 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.,
Stimsonite, and Everen Capital Corporation;
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>
3
<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.
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
-------------------------------------- STOCK UNDERLYING
NAME AND COMPENSATION, AWARDS AWARDS ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OTHER ($) ($) (#) COMPENSATION($)(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.
4
<PAGE> 7
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------
% OF TOTAL POTENTIAL REALIZABLE
NUMBER OF OPTIONS VALUE AT ASSUMED
SECURITIES GRANTED TO EXERCISE ANNUAL RATES OF
UNDERLYING EMPLOYEES OR STOCK PRICE APPRECIATION
OPTIONS IN BASE DATE FOR OPTION TERM (2)
GRANTED FISCAL 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>
- ---------------
(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 tender 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 $11.125 to reduce dollar for dollar the amount
of the cash payment it was committed to make to Mr. Stanzione.
The only options or stock appreciation rights of an executive officer that
the Company has repriced in its history as a public company were the options
granted to Mr. Stanzione as described above. The following table sets forth the
information related to this repricing.
<TABLE>
<CAPTION>
LENGTH OF
ORIGINAL
NUMBER OF MARKET PRICE OPTION
SECURITIES OF STOCK AT EXCISE TERM
UNDERLYING TIME OF PRICE AT NEW REMAINING
OPTIONS REPRICING OR TIME OF EXERCISE AT DATE OF
REPRICED OR AMENDMENT REPRICING OR PRICE REPRICING OR
NAME DATE AMENDED (#) ($) AMENDMENT ($) AMENDMENT
---- ---------- ----------- ------------ ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Stanzione............. 02/09/1998 335,000 $11.125 $13.4375 $11.125 6.25 yrs.
President, Chief
Operating Officer
</TABLE>
- ---------------
<TABLE>
<S> <C>
Rod F. Dammeyer, Samuel K. Skinner,
Chairperson, Compensation Committee Member of Compensation Committee
</TABLE>
5
<PAGE> 8
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END ($)
SHARES ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
------------------ ------------ --------------- ---------------------
<S> <C> <C> <C> <C>
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
---------------------------------------------------------------
REMUNERATION 10 15 20 25 30 35
------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 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.
The Company is bearing the expense of an office for Mr. Van Wagner and is
paying for the defense by Mr. Van Wagner of charges by the Securities and
Exchange Commission that several members of his family
6
<PAGE> 9
and a neighbor sold stock of the Company based on material non-public
information of the Company obtained from Mr. Van 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 for 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 and retired 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.
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.
7
<PAGE> 10
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
subjectively determined by the Committee 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 by officers other than Messrs. Egan, Stanzione
and Margolis 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
8
<PAGE> 11
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.
<TABLE>
<CAPTION>
Measurement Period ANTEC CRSP Peer
(Fiscal Year Covered) Corporation S&P 500 Index
<S> <C> <C> <C>
12/31/93 100 100 100
12/31/94 73.5 101.4 108.4
12/31/95 72.0 139.5 169.7
12/31/96 36.0 172.0 253.0
12/31/97 62.5 229.6 265.5
12/31/98 80.5 295.7 366.4
</TABLE>
9
<PAGE> 12
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>
PERCENT OF
COMMON CLASS
NAME OF BENEFICIAL OWNER (1) STOCK (14)
- ---------------------------- ------- ----------
<S> <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(15) 2.6%
</TABLE>
- ---------------
* Percentage of shares beneficially owned does not exceed one percent of the
class.
(1) Unless otherwise indicated, each person 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.
(15) Includes 757,236 shares obtainable pursuant to currently exercisable
options.
10
<PAGE> 13
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 certain transactions with Messrs. Faust and Van
Wagner, directors of the Company, see "Compensation of Directors."
In 1998, the Company invested $2.0 million in Evolve Products, Inc., a
company that is developing and marketing two-way, interactive remote control
devices for television sets. Mr. Faust is the Chief Executive Officer, a
director and a substantial shareholder of Evolve Products, Inc.
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.
11
<PAGE> 14
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 $26.50 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.
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
12
<PAGE> 15
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................................................ 2,846
Chairman and Chief Executive Officer
Robert J. Stanzione......................................... 2,846
President and Chief Operating Officer
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.
13
<PAGE> 16
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 36,244,203 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 5,955,447 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 and Northern Telecom Inc.
("Nortel") have executed a memorandum of understanding whereby the parties agree
to combine the current joint venture between the Company and Northern Telecom
Inc. with the Broadband Technology Division of Bay Networks. In exchange for the
anticipated contribution of this business to the joint venture, Nortel will
receive an additional 6.25% interest in the joint venture and an earnout that
could result in up to an additional 6.25% interest in the joint venture if sales
of new products between January 1, 1999 and June 30, 2000 reach $300 million.
Nortel will have the right to exchange the interest produced by the earnout on a
proportionate basis for up to 2,747,252 shares of ANTEC Common Stock. It is
anticipated that this transaction will be closed in early 1999.
These issuances of Common Stock and options have been partially offset by
the Company's repurchase and retirement 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.
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.
14
<PAGE> 17
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 one 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
15
<PAGE> 18
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.
April 1, 1999
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Lawrence A. Margolis
------------------------------------
Lawrence A. Margolis, Secretary
16
<PAGE> 19
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, Samuel 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> 20
<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.
