<PAGE> 1
As filed with the Securities and Exchange Commission on November 8, 1999
File No. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANTEC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-3892082
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11450 TECHNOLOGY CIRCLE
DULUTH, GA 30097
(678) 473-2000
(Address, including zip code and telephone number,
including area code, of registrant's principal
executive offices)
AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Lawrence A. Margolis
11450 Technology Circle
Duluth, Georgia 30097
(Name and Address of Agent for Service)
(678) 473-2000
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Additional Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Offering Amount of
To be Registered Registered Price Per Share (1) Price (1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock ($.01 per
Share par value)............ 500,000 shares $46.19 $23,095,000 $6,420.41
====================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee on
the basis of the average of the high and low prices of the Registrant's
Common Stock as reported on the NASDAQ Stock Market on November 4,
1999.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The number of shares of Common Stock covered by ANTEC Corporation's
Amended and Restated Employee Stock Purchase Plan has been increased from
300,000 shares to 800,000 shares of Common Stock. The contents of the
Registration Statement, File Number 33-71388, covering the initial 300,000
shares are incorporated by reference in this Registration Statement covering the
additional 500,000 shares.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
James E. Knox, General Counsel of the Company, will pass upon certain
legal matters with respect to the legality of the Common Stock offered hereby
for the Company. Mr. Knox holds a total of approximately 90,000 options to
acquire shares of ANTEC's Common Stock.
2
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Exhibit Page Number
- ------ ---------------------- -----------
<S> <C> <C>
4 Amendment Increasing Number of Shares Covered by Amended
and Restated Employee Stock Purchase Plan 5
5 Opinion and Consent of James E. Knox, Esq. 6
23 Consent of Independent Auditors 7
24 Powers of Attorney 8
</TABLE>
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that is has duly caused this registration statement, or
amendment thereto, to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Duluth, State of Georgia, on November 8, 1999.
ANTEC CORPORATION
/s/ LAWRENCE A. MARGOLIS
-----------------------------------------
Lawrence A. Margolis
Executive Vice President
Pursuant to the requirements of the Securities Exchange Act of 1933,
this registration statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ JOHN M. EGAN Chairman, Chief Executive Officer and Director November 8, 1999
----------------
John M. Egan
/s/ ROBERT J. STANZIONE * President, Chief Operating Officer and Director November 8, 1999
-------------------------
Robert J. Stanzione
/s/ LAWRENCE A. MARGOLIS Executive Vice President, Chief Financial Officer November 8, 1999
------------------------
Lawrence A. Margolis and Secretary
/s/ MARK J. SCAGLIUSO Vice President, Chief Accounting Officer November 8, 1999
---------------------
Mark J. Scagliuso
/s/ ROD F. DAMMEYER * Director November 8, 1999
---------------------
Rod F. Dammeyer
/s/ JOHN R. PETTY * Director November 8, 1999
-------------------
John R. Petty
/s/ BRUCE VAN WAGNER * Director November 8, 1999
----------------------
Bruce Van Wagner
/s/ SAMUEL K. SKINNER * Director November 8, 1999
-----------------------
Samuel K. Skinner
/s/ JAMES L. FAUST * Director November 8, 1999
--------------------
James L. Faust
/s/ J. A. CRAIG * Director November 8, 1999
-----------------
J. A. Ian Craig
/s/ WILLIAM T. SCHLEYER * Director November 8, 1999
-------------------------
William T. Schleyer
Director November 8, 1999
- ---------------------------------------
William H. Lambert
</TABLE>
BY /s/ LAWRENCE A. MARGOLIS
---------------------------
Lawrence A. Margolis
(Attorney in fact)
* Lawrence A. Margolis, as attorney in fact for each person indicated.
4
<PAGE> 1
EXHIBIT 4
AMENDMENT
TO ANTEC CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
Effective upon the approval of the stockholders of the Company at its
annual shareholder meeting held May 6, 1999, the number of shares that may be
issued pursuant to the Employee Stock Purchase Plan has been increased to
800,000 shares.
Dated May 6, 1999
ANTEC CORPORATION
By: /s/ LAWRENCE A. MARGOLIS
------------------------------------
Lawrence A. Margolis
Its: Executive Vice President, Chief Financial Officer
and Secretary
5
<PAGE> 1
EXHIBIT 5
[ANTEC Corporation letterhead]
November 8, 1999
ANTEC Corporation
11450 Technology Circle
Duluth, Georgia 30097
Gentlemen:
In my capacity as General Counsel of ANTEC Corporation, a Delaware corporation
(the "Company"), I have acted as counsel to the Company in connection with the
Registration Statement on Form S-8 (the "Registration Statement") pertaining to
the registration by the Company of up to 500,000 additional shares (the
"Shares") of the Company's Common Stock, par value $0.01 per share (the "Common
Stock") in connection with the Company's Amended and Restated Employee Stock
Purchase Plan (the "Plan"). The Plan is not subject to the requirements of the
Employee Retirement Security Act of 1974, as amended, or qualified pursuant to
Section 401(a) of the Internal Revenue Code of 1986.
In that connection, I have examined originals or copies certified or otherwise
identified to my satisfaction, of such documents, corporate records and other
instruments as I deemed necessary for the purposes of this opinion.
For purposes of this opinion, I have assumed the authenticity of all documents
submitted to me as originals, the conformity to the originals of all the
documents submitted to me as copies, and the authenticity of the originals of
all documents submitted to me as copies. I have also assumed the genuineness of
the signatures of persons signing all documents in connection with which this
opinion is rendered, the authenticity of such persons signing on behalf of the
parties thereto other than the Company, and the due authorization, execution and
delivery of all documents by parties thereto other than the Company.
Based on the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and existing under
the laws of the State of Delaware.
2. The Shares have been duly authorized for issuance and when
issued in accordance with the Plan will be legally issued,
fully paid and non-assessable.
I hereby consent to the filing of this opinion as exhibit to the Registration
Statement and to the reference to me in the Registration Statement.
I render no opinion as to the laws of any jurisdiction other than the internal
law of the United States of America and the internal corporate law of the State
of Delaware.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purposes.
Very truly yours,
/s/ JAMES E. KNOX
-----------------
James E. Knox
General Counsel
6
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Amended and Restated Employee Stock
Purchase Plan of ANTEC Corporation of our report dated February 10, 1999, with
respect to the consolidated financial statements and schedule of ANTEC
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1998 filed with the Securities and Exchange Commission.
/s/ ENRST & YOUNG LLP
Atlanta, Georgia
November 8, 1999
7
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned director
and/or officer of ANTEC Corporation, a Delaware corporation (the "Corporation"),
which is about to file a Registration Statement on Form S-8 with the Securities
and Exchange Commission under the provisions of the Securities Exchange Act of
1933, as amended, in connection with the Corporation's Employee Stock Purchase
Plan, hereby constitutes and appoints Lawrence A. Margolis, Mark J. Scagliuso
and James E. Knox, and each of them his true and lawful attorneys-in-fact and
agents, with full power and all capacities, to sign the Corporation's
Registration Statement on Form S-8 and any or all amendments thereto, and any
other documents in connection therewith, to be filed with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
of authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned hereunto set his hand and seal as
of the 5th day of November, 1999.
/s/ JAMES L. FAUST
------------------
James L. Faust
/s/ SAMUEL K. SKINNER
---------------------
Samuel K. Skinner
/s/ JOHN R. PETTY
-----------------
John R. Petty
/s/ ROD DAMMEYER
----------------
Rod Dammeyer
/s/ BRUCE VAN WAGNER
--------------------
Bruce Van Wagner
/s/ WILLIAM S. SCHLEYER
-----------------------
William S. Schleyer
/s/ J.A. IAN CRAIG
-----------------------
J.A. Ian Craig
/s/ ROBERT J. STANZIONE
-----------------------
Robert J. Stanzione
-----------------------
William Lambert
8
