<PAGE> 1
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 MID-LEVEL STOCK OPTION 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)........... 500,000 shares $43.72 $21,860,000 $5,771.00
==================================================================================================================
</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 11, 2000.
<PAGE> 2
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.
2
<PAGE> 3
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.
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 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>
<CAPTION>
<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 & 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>
4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Exhibit Page Number
- ------- ---------------------- -----------
<S> <C> <C>
(4a) 2000 Mid-Level Stock Option 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>
5
<PAGE> 1
EXHIBIT 4a
ANTEC CORPORATION
2000 MID-LEVEL STOCK OPTION PLAN
1. PURPOSE AND EFFECTIVE DATE. ANTEC Corporation (the "Company") has
established this 2000 Mid-Level Stock Option Plan (the "Plan") to facilitate
the retention and continued motivation of key mid-level employees and to align
more closely their interests with those of the Company and its stockholders.
The effective date of the Plan shall be January 31, 2000.
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 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. 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 mid-level employees 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.
5. AWARDS. The Committee may grant awards under the Plan to eligible
persons in the form of stock 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 shall not be less than
85% of the fair market value of a corresponding number of
Shares as of the date of grant.
(c) No person may be granted options under the Plan for more
than 7,500 Shares.
(d) No options may be granted under the Plan to any officer of
the Company.
(e) No options may be granted under the Plan after the date
of the 2000 annual meeting of stockholders of the Company.
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<PAGE> 2
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.
Adopted as of the above date by the Compensation Committee of the
Board of Directors of ANTEC Corporation.
/s/ JAMES E. KNOX
-----------------------------------------------
James E. Knox
General Counsel and Assistant Secretary
7
<PAGE> 1
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 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 Mid-Level Stock Option 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
8
<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 2000 Mid-Level Stock Option 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
9
<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 2000 Mid-Level Stock Option 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
