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As filed with the Securities and Exchange Commission on October 26, 2000.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANTEC CORPORATION
(Exact name of issuer 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 of principal executive offices)
ANTEC CORPORATION EMPLOYEE SAVINGS PLAN
(Full title of the plan)
LAWRENCE A. MARGOLIS
11450 TECHNOLOGY CIRCLE
DULUTH, GEORGIA 30097
(678) 473-2000
(Name, address and telephone number, including area code, of agent for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to:
W. BRINKLEY DICKERSON, JR.
TROUTMAN SANDERS LLP
600 PEACHTREE STREET, N.E., SUITE 5200
ATLANTA, GEORGIA 30308
(404) 885-3000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount maximum maximum
Title of securities to be registered to be offering price aggregate Amount of
registered (1) per share (2) offering price (2) registration fee
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<S> <C> <C> <C> <C>
Shares of common stock, $.01 par value (the 1,000,000 $13.32 $13,320,000 $3,516.48
"Common Stock"), issuable pursuant to the shares
ANTEC Corporation Employee Savings Plan
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
maximum offering price per share is estimated solely for the purpose of
calculating the registration fee and is based upon the average of the
high and low sales prices of the common stock of the registrant as
reported on the Nasdaq National Market on October 20, 2000, a date
within five business days of the date on which this registration
statement is being filed.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
As permitted by the rules of the Securities and Exchange Commission
(the "Commission"), this registration statement omits the information specified
in Part I of Form S-8. The documents containing the information specified in
Part I will be delivered to the participants in the ANTEC Corporation Employee
Savings Plan (the "Plan") as required by Rule 428(b) under the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not being filed with
the Commission as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities Act.
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 Commission
pursuant to 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 fiscal year
ended December 31, 1999;
(b) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000;
(c) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2000;
(d) all other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the filing of the Annual Report on Form
10-K;
(e) 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.
All documents filed subsequent to the date of this registration
statement by the undersigned Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment
hereto, which indicates that all shares of Common Stock offered hereby have been
sold or which deregisters any shares of such Common Stock then remaining unsold,
shall also be deemed to be incorporated by reference in this registration
statement and to be a part hereof from their respective dates of filing. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein, or
in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement contained in this registration statement shall be deemed to be
modified or superseded to the extent that a statement contained in a
subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
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modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL")
authorizes and the Company's Bylaws 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.
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.
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Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
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Exhibit
Number
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4 ANTEC Corporation Employee Savings Plan
5 (a) No opinion of counsel is required inasmuch as all shares
of the Company's Common Stock to be offered and sold under the
Plan will be obtained in open market transactions and none
will be original issue securities.
(b) The registrant will submit, or has submitted, the ANTEC
Corporation Employee Savings Plan and any amendment thereto to
the Internal Revenue Service ("IRS") in a timely manner, and
has made or will make all changes required by the IRS in order
to qualify and/or continue to maintain the qualified status of
such Plan.
23 Consent of Independent Auditors.
24 Power of Attorney (included in the signature page to the
Registration Statement).
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Item 9. Undertakings.
(a) 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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective 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 (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information
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required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
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) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Duluth, State of Georgia, on October 25, 2000.
ANTEC Corporation
(Registrant)
By: /s/ Lawrence A. Margolis
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Name: Lawrence A. Margolis
Title: Executive Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lawrence A. Margolis, Robert J. Stanzione
and James E. Knox, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as he might or would do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Robert J. Stanzione President,
--------------------------- Chief Executive Officer and Director October 24, 2000
Robert J. Stanzione
/s/ John M. Egan Chairman of the Board October 24, 2000
--------------------------- and Director
John M. Egan
/s/ Lawrence A. Margolis Executive Vice President, October 24, 2000
--------------------------- Chief Financial Officer
Lawrence A. Margolis
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<S> <C> <C>
/s/ Rod F. Dammeyer Director October 23, 2000
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Rod F. Dammeyer
/s/ John R. Petty Director October 23, 2000
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John R. Petty
Director October ___, 2000
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Larry Romrell
Director October __, 2000
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Bruce Van Wagner
/s/ Samuel K. Skinner Director October 23, 2000
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Samuel K. Skinner
/s/ James L. Faust Director October 25, 2000
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James L. Faust
Director October __, 2000
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J.A. Ian Craig
/s/ William T. Schleyer Director October 22, 2000
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William T. Schleyer
/s/ William H. Lambert Director October 23, 2000
---------------------------
William H. Lambert
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibit
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<S> <C>
4 ANTEC Corporation Employee Savings Plan
23 Consent of Independent Auditors
24 Power of Attorney (included in the signature page to the
Registration Statement)
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