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As filed with the Securities and Exchange Commission on May 15, 2000
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)
ANTEC CORPORATION
2000 STOCK INCENTIVE 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>
====================================================================================================================
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).......... 2,500,000 shares $43.72 $109,300,000 $28,856.00
====================================================================================================================
</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 May 12, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by ANTEC
Corporation, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1993,
as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference herein and shall be
deemed to be part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
(b) The description of the Company's Common Stock under the
caption "Description of Registrant's Securities to be
Registered" included in the Company's Registration Statement
on Form 8-A dated September 2, 1993 and amended on September
14, 1993.
(c) The Company's Quarterly Report on Form 10-Q for the calendar
quarter ended March 31, 2000.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
herein by reference and shall be deemed a part hereof from the date of
filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain Legal matters with respect to the legality of the Common Stock
offered hereby will be passed upon for the Company by James E. Knox, General
Counsel and Assistant Secretary of the Company. Mr. Knox holds a total of
approximately 70,000 options to acquire shares of ANTEC's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
authorizes and the Company's By-laws require the Company to indemnify the
directors and officers of the Company against liabilities incurred in connection
with, and related expenses resulting from, any claim, action or suit brought
against any such person as a result of his relationship with the Company,
provided that such persons acted in accordance with a stated standard of conduct
in connection with the acts or events on which such claim, action or suit is
based. The finding of either civil or criminal liability on the part of such
persons in connection with such acts or events is not necessarily determinative
of the questions of whether such persons have met the required standard of
conduct and are, accordingly, entitled to be indemnified.
In addition, the Company's Restated Certificate of Incorporation, as
amended, provides that the Company's directors do not have personal liability to
the Company or its stockholders for monetary damages for any breach of their
fiduciary duty as directors except (i) for a breach of the duty of loyalty, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or knowing violation of the law, (iii) for willful or negligent violations of
certain provisions in the DGCL imposing certain requirements with respect to
stock repurchases, redemptions and dividends or (iv) for any transaction from
which the director derived an improper personal benefit. Subject to these
exceptions, directors do not have any personal liability to the Company or its
stockholders for any violation of their fiduciary duty.
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The Company has purchased insurance policies that, if any officer or
director of the Company or its subsidiaries becomes legally obligated to make a
payment (including legal fees and expenses) in connection with an alleged
wrongful act, the insurer will reimburse such officers and directors if the
indemnification payments, as provided above, are not made by the Company or its
subsidiaries to such officers and directors. Wrongful act means any breach of
duty, neglect, error, misstatement, misleading statement or other act done by an
officer or director of the Company or any subsidiary.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index, which is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent
a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i)
and (1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and
the information required to be included in
the post-effective amendment by those
paragraphs is contained in periodic reports
filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated
by reference in the registration statement.
2. That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of
post-effective amendment any of the securities being
registered that remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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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 May 12, 2000.
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/ ROBERT J. STANZIONE President, Chief Executive Officer and Director May 12, 2000
------------------------
Robert J. Stanzione
/s/ JOHN M. EGAN * Chairman of the Board and Director May 12, 2000
-------------------
John M. Egan
/s/ LAWRENCE A. MARGOLIS Executive Vice President, Chief Financial Officer May 12, 2000
------------------------
Lawrence A. Margolis
/s/ MARK J. SCAGLIUSO VP, Chief Accounting and Information Officer May 12, 2000
---------------------
Mark J. Scagliuso
/s/ ROD F. DAMMEYER * Director May 12, 2000
---------------------
Rod F. Dammeyer
/s/ JOHN R. PETTY * Director May 12, 2000
-------------------
John R. Petty
Director
- -------------------------------------------
Larry Romrell
/s/ BRUCE VAN WAGNER * Director May 12, 2000
----------------------
Bruce Van Wagner
/s/ SAMUEL K. SKINNER * Director May 12, 2000
-----------------------
Samuel K. Skinner
/s/ JAMES L. FAUST * Director May 12, 2000
--------------------
James L. Faust
/s/ J. A. IAN CRAIG * Director May 12, 2000
---------------------
J. A. Ian Craig
/s/ WILLIAM T. SCHLEYER * Director May 12, 2000
-------------------------
William T. Schleyer
/s/ WILLIAM H. LAMBERT * Director May 12, 2000
------------------------
William H. Lambert
BY /s/ LAWRENCE A. MARGOLIS
---------------------------
Lawrence A. Margolis
(as attorney in fact for each person indicated)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Exhibit Page Number
- ------ ---------------------- -----------
<S> <C> <C>
(4a) 2000 Stock Incentive Plan 6
(4b) Forms of Stock Option Grants (Incorporated by reference from
ANTEC Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 as Exhibit 10.4(b).)
(5) Opinion and Consent of James E. Knox, Esq. 8
(23) Consent of Independent Auditors 9
(24) Powers of Attorney 10
</TABLE>
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EXHIBIT 4A
ANTEC CORPORATION
2000 STOCK INCENTIVE PLAN
1. PURPOSE AND EFFECTIVE DATE. ANTEC Corporation (the "Company") has
established this 2000 Stock Incentive Plan (the "Plan") to facilitate the
retention and continued motivation of key employees, consultants and directors
and to align more closely their interests with those of the Company and its
stockholders. The effective date of the Plan shall be March 1, 2000 subject to
the approval of the Company's shareholders at the 2000 Annual Meeting.
2. ADMINISTRATION. The Plan shall be administered by the Board of
Directors, or the Compensation Committee of the Company's Board of Directors or
such other Board committee as the Board may designate (the "Committee"). The
Committee has the authority and responsibility for the interpretation,
administration and application of the provisions of the Plan, and the
Committee's interpretations of the Plan, and all actions taken by it and
determinations made by it shall be binding on all persons. No Board or Committee
member shall be liable for any determination, decision or action made in good
faith with respect to the Plan.
3. SHARES SUBJECT TO PLAN. A total of 2,500,000 shares of Common Stock
of the Company ("Shares"), par value $.01 per share may be issued pursuant to
the Plan. The Shares may be authorized but unissued Shares or Shares reacquired
by the Company and held in its treasury. Grants of incentive awards under the
Plan will reduce the number of Shares available thereunder by the maximum number
of Shares obtainable under such grants. If all or any portion of the Shares
otherwise subject to any grant under the Plan are not delivered for any reason
including, but not limited to, the cancellation, expiration or termination of
any option right or unit, the settlement of any award in cash, the forfeiture of
any restricted stock, or the repurchase of any Shares by the Company from a
participant for the cost of the participant's investment in the Shares, such
number of Shares shall be available again for issuance under the Plan. The
number of Shares covered by or specified in the Plan and the number of Shares
and the purchase price for Shares under any outstanding awards, may be adjusted
proportionately by the Committee for any increase or decrease in the number of
issued Shares or any change in the value of the Shares resulting from a
subdivision or consolidation of Shares, reorganization, recapitalization,
spin-off, payment of stock dividends on the Shares, any other increase or
decrease in the number of issued Shares made without receipt of consideration by
the Company, or the payment of an extraordinary cash dividend.
4. ELIGIBILITY. All key employees, active consultants and directors of
the Company and its subsidiaries are eligible to be selected to receive a grant
under the Plan by the Committee. The Committee may condition eligibility under
the Plan or participation under the Plan, and any grant or exercise of an
incentive award under the Plan on such conditions, limitations or restrictions
as the Committee determines to be appropriate for any reason. No person may be
granted in any period of two consecutive calendar years, awards covering more
than 1,000,000 Shares.
5. AWARDS. The Committee may grant awards under the Plan to eligible
persons in the form of stock options (including incentive stock options within
the meaning of section 422 of the Code), stock grants, stock units, restricted
stock, stock appreciation rights, performance shares and units and dividend
equivalent rights, and reload options to purchase additional Shares if Shares
are delivered in payment of any other options, and shall establish the number of
Shares subject to each such grant and the terms thereof, including any
adjustments for reorganizations and dividends, subject to the following:
(a) All awards granted under the Plan shall be evidenced by
agreements in such form and containing such terms and
conditions not inconsistent with the Plan as the Committee
shall prescribe.
(b) The exercise price of any option or stock appreciation
right shall not be less than 85% of the fair market value of a
corresponding number of Shares as of the date of grant, except
that such minimum option price may be reduced (but not below
par value) in the case of options granted in consideration of
a reduction in compensation by the amount of such reduction.
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(c) No more than 20% of the Shares may be awarded in a form
other than options or stock appreciation rights unless such
Shares are in payment of compensation earned or due at the
time of the award or within one year thereof.
(d) No option may be repriced by amendment, substitution or
cancellation and regrant, unless authorized by the
stockholders. Adjustments pursuant to Section 3 above shall
not be considered repricing.
6. AMENDMENT OF THE PLAN. The Board of Directors or the Committee may
from time to time suspend, terminate, revise or amend the Plan or the terms of
any grant in any respect whatsoever, provided that, without the approval of the
stockholders of the Company, no such revision or amendment may increase the
number of Shares subject to the Plan, change the provisions of Section 5 above,
or expand those eligible for grants under the Plan.
/s/ JAMES E. KNOX
---------------------------------------
James E. Knox
General Counsel and Assistant Secretary
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EXHIBIT 5
[ANTEC Corporation letterhead]
May 12, 2000
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 2,500,000 shares (the "Shares") of the
Company's Common Stock, par value $0.01 per share (the "Common Stock") in
connection with the Company's 2000 Stock Incentive 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 and Assistant Secretary
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EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 2000 Stock Incentive Plan of ANTEC
Corporation of our report dated February 9, 2000, 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, 1999 filed with
the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
May 12, 2000
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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 2000 Stock Incentive
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 and 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 8th day of May 2000.
/s/ J. A. Ian Craig
------------------------
J. A. Ian Craig
/s/ ROD DAMMEYER
------------------------
Rod Dammeyer
/s/ JOHN M. EGAN
------------------------
John M. Egan
/s/ JAMES L. FAUST
------------------------
James L. Faust
/s/ William Lambert
------------------------
William Lambert
/s/ JOHN R. PETTY
------------------------
John R. Petty
------------------------
Larry Romrell
/s/ WILLIAM S. SCHLEYER
------------------------
William S. Schleyer
/s/ SAMUEL K. SKINNER
------------------------
Samuel K. Skinner
/s/ BRUCE VAN WAGNER
------------------------
Bruce Van Wagner
10
