<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 4, 2000
To the Stockholders of ANTEC Corporation:
The Annual Meeting of Stockholders of ANTEC Corporation will be held at the
Company's corporate facilities, located at 11450 Technology Circle, Duluth,
Georgia, on Thursday, May 4, 2000 at 10:00 a.m., for the purpose of (a) electing
eleven directors, (b) approving the 2000 Stock Incentive Plan, (c) approving the
Management Incentive Plan, (d) increasing the number of authorized shares of
Common Stock from 75,000,000 shares to 150,000,000 shares, and (e) 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 10, 2000 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 Annual Report to Stockholders for the fiscal
year ended December 31, 1999 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, 2000
<PAGE> 3
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
OF ANTEC CORPORATION
TO BE HELD MAY 4, 2000
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 678-473-2000). The Proxy Statement and form of proxy were first
mailed to stockholders on or about March 31, 2000. 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 4, 2000 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 cost 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 $4,000 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 Company's 2000 Stock Incentive Plan (the
"Incentive Plan"), IN FAVOR OF Proposal 2 to approve the Company's Management
Incentive Plan (the "MIP"), IN FAVOR OF Proposal 3 to approve the amendment of
the Company's Certificate of Incorporation to increase the number of authorized
shares from 75,000,000 shares to 150,000,000 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 10, 2000 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 10, 2000, 37,638,570 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 Incentive Plan, and of Proposal 2, to approve the MIP, will be
determined by the majority of the votes cast at the meeting. The adoption of
Proposal 3, to approve the amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock to
150,000,000 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 abstention on Proposal 1,
<PAGE> 4
Proposal 2 or Proposal 3 has the same effect as a "no" vote unless, in the case
of Proposal 1 or Proposal 2, such abstention is by virtue of a "broker
non-vote."
ELECTION OF DIRECTORS
ANTEC's Board of Directors has been increased to eleven members. 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.
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, with
the exception of Mr. Romrell, 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.
NOMINEES TO SERVE FOR A ONE-YEAR TERM EXPIRING IN 2001
Name: John (Ian) Anderson Craig
Age: 57
Director since: 1998
ANTEC Board Committee: None
Principal occupation and
recent business experience: Chief Marketing Officer of Nortel Networks, Inc. a
leading global supplier of data and telephony
network solutions and services, since 1997. Prior
thereto he has held, since 1968, numerous senior
management positions within Northern Telecom Inc.,
now known as Nortel Networks.
Other directorships: None
Name: Rod F. Dammeyer
Age: 59
Director since: 1993
ANTEC Board Committees: Compensation Committee (Chair) and Executive
Committee
Principal occupation and
recent business experience: 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.
Other directorships: Allied Riser Communications Corporation, Anixter
International Inc., CNA Surety Corp., GATX
Corporation, IMC Global, Inc., Matria Healthcare,
Inc., Stericycle, Inc., TeleTech Holdings, Inc.,
Transmedia Network, Inc., and Trustee of Van Kampen
Investments, Inc. closed-end funds.
2
<PAGE> 5
Name: John M. Egan
Age: 52
Director since: 1993
ANTEC Board Committee: Executive Committee
Principal occupation and
recent business experience: Chairman of the Board since 1997, President from
1980 through 1997 and Chief Executive Officer from
1980 through 1999 of ANTEC and its predecessors.
Other directorships: National Cable Television Association ("NCTA"), the
Walter Kaitz Foundation and Cable PAC.
Name: James L. Faust
Age: 58
Director since: 1995
ANTEC Board Committee: None.
Principal occupation and
recent business experience: Chief Executive Officer of Evolve Products, Inc.
since 1998. Consultant since 1998 and Executive
Vice President, International from 1995 to 1998 of
ANTEC.
Other directorships: Evolve Products, Inc. and Cabletel Communications
Corporation.
Name: William H. Lambert
Age: 63
Director since: 1997
ANTEC Board Committee: None.
Principal occupation and
recent business experience: Chairman, President and Chief Executive Officer of
TSX Corporation, now a subsidiary of ANTEC, from
1988 to 1997.
Other directorships: None.
Name: John R. Petty
Age: 69
Director since: 1993
ANTEC Board Committee: Audit Committee (Chair)
Principal occupation and
recent business experience: Chairman of TECSEC Incorporated, a data security
company since 1997. Chairman of Federal National
Payables, Inc., a factoring company, since 1992. A
private investor since 1988.
Other directorships: Director of Anixter International, Inc.
3
<PAGE> 6
Name: Larry Romrell
Age: 60
Principal occupation and
recent business experience: A consultant to AT&T since 1999. Executive Vice
President of TCI from 1994 to March 1999. Prior
thereto he has held various executive positions
within TCI and its subsidiaries.
Other directorships: Director of General Communications, Inc., Guaranty
Bank & Trust Company, AT&T Corp. -- Liberty Media
Group, and T.V. Guide.
Name: William T. Schleyer
Age: 48
Director since: 1998
ANTEC Board Committee: None
Principal occupation and
recent business experience: A venture capitalist mainly within the
communications industry since 1997. 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.
Other directorships: Director of CableLabs, Inc., Darwin Partners, Inc.,
Rogers Communications, Inc., Storage Networks,
Inc., and Wink Communications, Inc.
Name: Samuel K. Skinner
Age: 61
Director since: 1995
ANTEC Board Committee: Audit Committee and Compensation Committee
Principal occupation and
recent business experience: Partner and co-Chairman of the law firm of Hopkins
and Sutter since 1998. President and Director of
Unicom Corp., an electrical utilities company, from
1993 to 1998. Chief of Staff to the President of
the United States from 1992 to 1993. United States
Secretary of Transportation from 1989 to 1992.
Other directorships: Director of LTV Corporation, Midwest Express
Holdings, Inc., Navigant Consulting, Inc., Union
Pacific Resources, Inc., and US Freightways.
4
<PAGE> 7
Name: Robert J. Stanzione
Age: 52
Director since: 1998
ANTEC Board Committee: None
Principal occupation and
recent business experience: President and Chief Executive Officer since the
beginning of 2000 and President and Chief Operating
Officer from 1998 through 1999 of ANTEC. President
and Chief Executive Officer of ARRIS Interactive, a
joint venture company of ANTEC and Nortel Networks,
from 1995 to 1997. Prior thereto held various
management positions with AT&T Corporation since
1969.
Other directorships: Evolve Products, Inc. and Cyberfone, Inc.
Name: Bruce Van Wagner
Age: 74
Director since: 1993
ANTEC Board Committee: Executive Committee (Chair)
Principal occupation and
recent business experience: A private investor. Chairman of the Company from
1993 to 1997.
Other directorships: None.
Other matters: Mr. Van Wagner has consented to the entry of a
permanent injunction in connection with the
settlement of a civil action by the Securities and
Exchange Commission that enjoins him from engaging
in conduct in connection with the offer, sale or
purchase of securities that would violate Section
17(a) of the Securities Act of 1933 or Section
10(b) of the Securities and Exchange Act of 1934
and Rule 10b-5 issued thereunder.
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 1999.
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 three meetings in 1999.
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 1999.
The Board of Directors held six meetings in 1999.
Each of the directors, with the exception of Mr. Craig, attended 75 percent
or more of the total of all meetings held by the Board and the committees on
which the directors served.
5
<PAGE> 8
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 for the last fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
-----------------------
RESTRICTED SECURITIES
ANNUAL COMPENSATION STOCK UNDERLYING
NAME AND ---------------------------------- AWARDS AWARDS ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OTHER ($) ($)(1) (#) COMPENSATION($)(2)
------------------ ---- ---------- --------- --------- ---------- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
John M. Egan................... 1999 500,000 525,500 0 100,000 1,250
Chairman, Chief 1998 500,000 337,500 0 1,250
Executive Officer 1997 500,000 0 860,000 2,375
Robert J. Stanzione............ 1999 420,000 254,600 233,625 500,000 2,500
President, Chief 1998 340,000 229,500 335,000 2,500
Operating Officer
Lawrence A. Margolis........... 1999 300,000 67,245 221,944 50,000 2,213
Executive Vice President, 1998 280,000 151,200 0 2,275
Chief Financial Officer 1997 280,000 0 300,000 2,375
Gordon E. Halverson............ 1999 216,400 112,624 33,333 24,920 0 1,939
Executive Vice 1998 201,400 102,210 33,333 0 2,362
President, Sales 1997 190,000 40,000 175,000 2,256
Mark J. Scagliuso.............. 1999 219,611 147,560 0 0 7,393
Vice President, Chief 1998 190,000 87,291 0 6,670
Accounting Officer 1997 190,000 31,500 80,000 6,337
</TABLE>
- ---------------
(1) Value on January 31, 2000 of Common Stock into which stock units granted on
this date convert on a one for one basis at the time predetermined at
issuance. Twenty percent of the units will be forfeited if the employee
leaves the Company without good reason before December 31, 2002.
(2) Represents contributions by the Company to an employee savings plan.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------- POTENTIAL REALIZABLE
NUMBER OF % OF TOTAL VALUE AT ASSUMED
SECURITIES OPTIONS ANNUAL RATES OF
UNDERLYING GRANTED TO STOCK PRICE APPRECIATION
OPTIONS EMPLOYEES IN EXERCISE OR DATE FOR OPTION TERM(2)
GRANTED FISCAL BASE PRICE OF ------------------
NAME (#) YEAR ($/SH) EXPIRATION 5%($) 10%($)
---- ---------- ------------ ----------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
John M. Egan.............. 100,000(1) 13.00% $22.875 04/29/2009 $1,438,596 $ 3,645,686
Robert J. Stanzione....... 500,000(1) 64.98 22.875 04/29/2009 7,192,982 18,228,429
Lawrence A. Margolis...... 50,000(1) 6.50 22.875 04/29/2009 719,298 1,822,843
</TABLE>
- ---------------
(1) One-fourth of the options become exercisable each anniversary of the grant
beginning April 29, 2000.
(2) The potential realizable value is calculated based on the term of the option
at its time of grant, which is ten years, assuming the fair market price of
the Common Stock on the date of grant (the exercise price) appreciates at
the indicated annual rate compounded annually for the entire term of the
option and that the option is exercised and sold on the last day of its term
for the appreciated stock price. These numbers are for presentation purposes
only and are not predictions of future stock prices.
6
<PAGE> 9
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(1)
------------------ ----------- --------------- ----------------------
<S> <C> <C> <C> <C>
John M. Egan............ 561,550 $19,662,609 179,834/585,666 $3,743,698/$14,252,080
Robert J. Stanzione..... 0 0 267,500/667,500 6,628,463/ 10,915,963
Lawrence A. Margolis.... 117,950 3,052,190 188,334/221,666 4,731,040/ 5,218,260
Gordon E. Halverson..... 70,400 1,980,724 106,667/ 98,333 2,708,085/ 2,616,565
Mark J. Scagliuso....... 44,001 1,940,488 0/ 46,666 0/ 1,229,735
</TABLE>
- ---------------
(1) The value of the unexercised options were calculated using the difference
between the option exercise price and the fiscal year-end fair market value
(the average of the high and the low stock price on December 31, 1999) of
$36.28 per share, multiplied by the number of shares underlying the option.
PENSION PLAN TABLE
<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>
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 1999 was the
salary for 1999 and the bonus accrued for 1998 in the "Summary Compensation
Table.") As of December 31, 1999, Messrs. Egan, Stanzione, Margolis, Halverson,
and Scagliuso have approximately 26, 11 (actual service tripled pursuant to
employment agreement), 17, 31, and 11 years of service, respectively. In
exchange for Mr. Egan's agreement to consult with the Company from the
termination of his employment until 2007, the Company has agreed to provide Mr.
Egan a supplemental benefit, which together with the benefits under other
pension plans of the Company, will provide Mr. Egan a single life annuity of
$41,667 a month beginning at age 55. The Company has recently adopted changes in
its retirement plans to enable Messrs. Stanzione, Margolis and Halverson to
elect to freeze their benefits in the funded pension plan as of December 31,
1999 in exchange for better matching contributions in the future by the Company
under its 401(k) savings plan and supplemental savings plan. They will continue
to participate in the unfunded supplementary pension plan that provides benefits
based on the remuneration that is in excess of the remuneration, $160,000 in
1999, that the federal tax rules permit to be considered in determining benefits
under the funded pension plan. Mr. Scagliuso, who has not participated in the
funded pension plan, will participate in the unfunded supplementary pension
plan.
7
<PAGE> 10
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 paid for the defense by Mr. Van Wagner of charges by the
Securities and Exchange Commission that several members of his family and a
neighbor sold stock of the Company based on material non-public information of
the Company obtained from Mr. Van Wagner. In 1999, the Company paid
approximately $29,000 for this defense.
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 or in the case
of Messrs. Egan, Stanzione and Margolis, they reach the ages of 55, 65 or 65,
respectively. The required prior notice is two years in the case of Messrs.
Egan, Stanzione and Margolis and one year in the case of the other officers.
These agreements provide for the vesting of options to purchase shares of Common
Stock (except for those options described below) 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 any person becomes, directly
or indirectly, the beneficial owner of securities representing more than 25% of
the combined voting power of the Company's then outstanding voting securities.
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 with contracts. Mr. Stanzione's
contract provides (i) for his salary to be increased to $500,000 on January 1,
2000 and at least to the extent of inflation thereafter, (ii) for him to be
granted options to purchase between 100,000 and 160,000 shares of Common Stock
each year beginning in 2001, and (iii) for him to be granted 24,077 stock units
in 2000 that convert on a one for one basis to shares of Common Stock on June
30, 2004, or the earlier termination of his employment, if prior to June 30,
2001 Mr. Stanzione has not terminated his employment without good reason (4,815
of these units will be forfeited if he so terminates his employment prior to
June 30, 2004). Mr. Margolis' contract provides for the payment of a relocation
assistance advance to him of $180,000, the repayment of which is to be forgiven
in four annual installments beginning April 30, 2000 as long as he has not
terminated his employment without good reason. Mr. Egan and the Company have
agreed that upon termination of his employment with the Company he will serve
the Company as a consultant for up to 20 days a year until May 31, 2007. As
consideration for this agreement, the Company has agreed to provide Mr. Egan a
supplemental retirement benefit, which together with the benefits under other
pension plans of the Company, will provide Mr. Egan a single life annuity of
$41,667 a month beginning at age 55. The Company has also agreed to provide
medical coverage to Mr. Egan and his wife until they are eligible for Medicare
and to provide a $3,000,000 death benefit to Mrs. Egan if Mr. Egan dies before
the age 55. Options to purchase shares of Common Stock 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.
8
<PAGE> 11
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.
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 have been 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 have not been affected by previous grants.
Because of the recent rapid increase in the price of the Company's stock, the
Committee had modified this approach in granting options in 2000 to also
consider the percentage of outstanding shares of the Company and the firms with
which it competes for employees allocated to options for employees.
The options granted to Messrs. Egan, Stanzione and Margolis in 1999 were
made in connection with the transition of the position of chief executive
officer and were to reflect the increased responsibilities of Messrs. Stanzione
and Margolis and to recognize Mr. Egan's accomplishments. In determining the
grant to Mr. Stanzione, the Committee also considered the relative level of the
previous grants he had received. To further increase Mr. Stanzione's equity
interest in the Company, the Committee has agreed that $750,000 the Company was
contingently committed to pay Mr. Stanzione pursuant to earlier agreements could
be converted, in 2000, to 24,077 stock units that will ultimately convert to the
same number of shares of Common Stock subject to his continued employment. See
"Employment Contracts And Termination Of Employment And Change-In-Control
Arrangements."
Annual bonus targets are set as a percentage of base salary. In 1999, this
percentage was 75% for Messrs. Egan and Stanzione, and 60% to 30% for other
officers. Actual bonuses can range from zero to 150% (200% for the Chief
Executive and Financial Officers) of target, dependent upon the achievement of
goals set at the beginning of the year. In 1999, the goal was earnings per share
prior to nonrecurring income and charges of the consolidated Company or in the
case of an executive with specific product line responsibility, a combination of
this goal and the profitability of that executive's product line (with the
latter having twice the weight of the former). Executives, other than Messrs.
Egan and Stanzione, had 10% of their 1999 targets dependent on the achievement
of specified qualitative goals. Messrs. Egan and Stanzione were awarded
incentive bonuses for 1999 of 140% of their targets because the Company's
earnings per share goal had been exceeded. Other executives were awarded
incentive bonuses for 1999 of 62.5% to 136% of their targets based on their
relative performance compared to their financial and qualitative goals.
EXECUTIVE STOCK OWNERSHIP GUIDELINES. To increase equity ownership by key
employees, the Company is implementing guidelines for ownership of the Company's
stock. The ownership guidelines are three times base salary for the Chief
Executive Officer, two times base salary for certain senior executive officers
and one times base salary for the remaining senior executives (a total of eleven
executives in all). To facilitate the achievement of ownership levels required
by the guidelines, these employees were given the opportunity to elect that a
portion of their bonus for 1999 be converted into stock units determined by
dividing 125% of the
9
<PAGE> 12
amount of their bonus they elect to take in stock units by $38.9375, the market
price at the time this plan was adopted by the Committee. A similar opportunity
will be provided for future bonuses. These stock units will convert to shares of
Common Stock on a one for one basis at the date selected by the employee.
However, the portion of the stock units obtained by the premium and any
distributions on these units will be forfeited if the employee leaves the
Company without good reason before the third anniversary of the end of the year
for which the bonuses were earned. Any distribution on the Shares of Common
Stock will either be distributed to the holders of the stock units or the number
of stock units will be equitably adjusted. The number of stock units will also
be equitably adjusted for stock splits and similar events. Stock units, other
restricted shares and actual shares owned by the executives, their spouse and
their trusts are counted toward these guidelines. Shares covered under stock
options are not counted toward these guidelines.
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
10
<PAGE> 13
PERFORMANCE GRAPH
Below is a graph comparing total shareholder return on the Company's stock
since December 31, 1994 through December 31, 1999, 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, 1994 and reinvestment of all dividends.
<TABLE>
<CAPTION>
ANTEC CORPORATION S&R 500 CRSP PEER INDEX
----------------- ------- ---------------
<S> <C> <C> <C>
1994 100 100 100
1995 98 137.6 156.6
1996 49 169.5 233.4
1997 85 226.1 244.9
1998 109.5 291.8 339.3
1999 198.6 353.7 748
</TABLE>
11
<PAGE> 14
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 10, 2000, certain information
with respect to the Common Stock of the Company that may be deemed beneficially
owned by each director or nominee for director of the Company, the officers
named in the Summary Compensation Table and by all directors, officers and
nominees as a group.
<TABLE>
<CAPTION>
SHARES THAT
SHARES MAY BE TOTAL SHARES --
BENEFICIALLY ACQUIRED PERCENTAGE OF CLASS
NAME OF BENEFICIAL OWNER(1) OWNED(2) WITHIN 60 DAYS IF > 1%(3)
- --------------------------- ------------ --------------- --------------------------
<S> <C> <C> <C> <C>
J. A. Ian Craig................................... 3,800 0 3,800 *
Rod F. Dammeyer................................... 7,900 0 7,900 *
John M. Egan...................................... 34,760 466,333 501,093 1.4%
James L. Faust.................................... 9,449 33,333 42,782 *
Gordon E. Halverson(4)............................ 3,915 159,167 163,082 *
William H. Lambert................................ 8,850 20,000 28,850 *
Lawrence A. Margolis(4)........................... 24,889 293,333 318,222 *
John R. Petty..................................... 7,900 10,000 17,900 *
Larry Romrell..................................... 0 16,200 16,200 *
Mark J. Scagliuso................................. 465 24,999 25,464 *
William T. Schleyer............................... 3,800 0 3,800 *
Samuel K. Skinner................................. 7,900 5,000 12,900 *
Robert J. Stanzione(4)............................ 44,549 476,250 520,799 1.4%
Bruce Van Wagner.................................. 57,900 37,500 95,400 *
All directors, nominees and executive officers as
a group including the above named persons....... 216,077 1,582,116 1,798,193 4.9%
</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 32,450 stock units awarded to directors that convert on a one for
one basis into shares of ANTEC Common Stock at a time predetermined at the
time of issuance.
(3) 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.
(4) Includes 640, 5,700, and 6,000 stock units that convert on a one for one
basis into shares of Common Stock at the time predetermined at issuance for
Messrs. Halverson, Margolis, and Stanzione, respectively. Twenty percent of
these units will be forfeited if the holder leaves the Company without good
reason before December 31, 2002. Also includes 24,077 stock units for Mr.
Stanzione. These units will be forfeited if Mr. Stanzione leaves the Company
without good reason prior to June 30, 2001 and 20% of these units will be
forfeited if he so leaves the Company prior to June 30, 2004.
12
<PAGE> 15
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS
The following table sets forth information as of March 10, 2000 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., a subsidiary 7,681,341(2) 20.0%
of AT&T Corp. -- Liberty Media, an
independent Profit center of
AT&T Corp(1)
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111
Common................ FMR Corporation 4,340,989(3) 11.8
82 Devonshire Street
Boston, Massachusetts 02109
Common................ John Hancock Mutual Life Insurance Co. 3,443,970(4) 9.4
John Hancock Place, PO Box 111
Boston, Massachusetts 02117
Common................ Massachusetts Financial Services 3,220,520(5) 8.8
Company
50 Boylston Street
Boston, Massachusetts 02116
Common................ Credit SUISSE Asset Management 2,233,400(6) 6.1
153 East 53rd Street
New York, New York 10022
</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 11, 2000.
(4) According to 13G, filed January 28, 2000.
(5) According to 13G, filed February 8, 2000
(6) According to 13G, filed February 16, 2000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For a description of certain transactions with Messrs. Faust and Van
Wagner, directors of the Company, see "Compensation of Directors."
The Company loaned $100,000 to John Egan, its Chairman, 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,
1999, the balance due on the loans was $106,300. 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 in December 1999 with a remaining
balance of $33,333.
13
<PAGE> 16
PROPOSAL 1
APPROVAL OF 2000 STOCK INCENTIVE PLAN
In technology industries in particular, the importance of stock based
compensation methodologies has become increasingly important in the recruiting
and retention of key employees. In order to enable the Company to better compete
for talent in the market the Company's 2000 Stock Incentive Plan (the "Incentive
Plan") has been adopted by the Board of Directors subject to the approval of the
stockholders at this meeting.
The purpose of the Incentive plan is to facilitate the hiring, retention
and continued motivation of key employees, consultants and directors and to
align more closely their interests with those of the Company and its
shareholders. The Incentive Plan is administered by the Compensation Committee
of the Company's Board of Directors or such other Board Committee as the Board
may designate or by the Board itself (the "Committee"). Any key employee,
director, or active consultant of the Company and its subsidiaries and its
parent is eligible to receive a grant under the Incentive Plan. The
determination of the persons within these categories, which encompass all
officers, including those named in the Summary Compensation Table, to receive
grants and the terms and the form and level of grants will be made by the
Committee. There are currently approximately 200 participants in the previous
stock incentive plans of the Company. Awards under the Incentive Plan may be in
the form of incentive stock options, non-qualified stock options, stock grants,
stock units, restricted stock, stock appreciation rights, performance shares and
units, dividend equivalent rights and reload options.
The exercise price of any option or stock appreciation right can not be
less than 85% of the fair market value of a corresponding number of Shares as of
the date of grant. In previous grants, the exercise price of stock options has
been fair market value at the time of the grant and it is anticipated that this
will continue to be the case in the absence of special circumstances. 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. No person may be
granted, in any period of two consecutive calendar years, awards under the
Incentive Plan covering more than 1,000,000 Shares. No option may be repriced by
amendment, substitution or cancellation and regrant, unless authorized by the
stockholders. Adjustments pursuant to stock splits and other events that adjust
the number of shares subject to the Incentive Plan, as explained below, will not
be considered repricing.
A total of 2,500,000 shares of the Company's Common stock ("Shares") may be
issued pursuant to the Incentive Plan. This number will be adjusted for stock
splits, spin-offs, extra-ordinary cash dividends and similar events. The Shares
may be newly issued Shares or Shares acquired by the Company.
The Board of Directors or the Committee may, from time to time, suspend,
terminate, revise or amend the Incentive Plan or terms of any grant except that,
without the approval of stockholders, no such revision or amendment may change
the number of Shares covered by or specified in the Incentive Plan, change the
restrictions described above, or expand those eligible for grants under the
Incentive Plan.
Generally, under present federal tax laws, a grant under the Incentive Plan
of a stock option, a stock unit or a share of restricted stock subject to the
required risk of forfeiture should create no tax consequences, at the time of
grant, for a participant. Generally, the Company will be entitled to tax
deductions at the time and to the extent that participants recognize ordinary
income. (In some cases (generally other than options with exercise prices no
lower than fair market value of the Shares on the date of grant), the Company
will not be entitled to this deduction to the extent the amount of such income,
together with other compensation received by that person from the Company,
exceeds $1,000,000 in any one year.) Upon exercise of an option, which is not an
incentive stock option ("ISO") within the meaning of Section 422 of the Code, a
participant will be taxed on the excess of the fair market value of the Shares
on the date of exercise over the exercise price. A participant will generally
have no taxable income upon exercising an ISO. If the participant does not
dispose of Shares acquired pursuant to the exercise of an ISO within two years
of the grant or one year of the exercise; any gain or loss realized on their
subsequent disposition will be capital gain or loss; and the Company will not be
entitled to a tax deduction. If such holding period requirements are not
satisfied, the participant will
14
<PAGE> 17
generally realize ordinary income at the time of disposition in an amount equal
to the excess of the fair market value of the Shares on the date of exercise
(or, if less, the amount realized upon disposition) over the option price and
the Company will be entitled to a tax deduction. Any remaining gain is taxed as
long or short-term capital gain. The value of a stock unit at the time it
converts to stock and the value of restricted stock at the time the restriction
lapses is taxed as ordinary income to the participant.
Under Financial Accounting Standards Board Statement No. 123, Accounting
for Stock-Based Compensation, the impact options would have on earnings of the
Company, if their value were treated as compensation expense, is disclosed in a
footnote to the Company's financial statements. To the extent that options are
granted with exercise prices lower than fair market value of the Shares on the
date of grant or are granted to consultants, the Company will incur compensation
expense.
During the past twelve months (April 1, 1999 to March 31, 2000), the
Company has made the following grants from its current stock incentive plans
(including a plan for 500,000 Shares adopted by the Committee to provide grants
to mid-level employees in 2000 for which there were not sufficient Shares in the
Company's other plans):
<TABLE>
<CAPTION>
NUMBER OF
SHARES
NAME COVERED
- ---- --------------
<S> <C>
John M. Egan................................................ 100,000
Robert J. Stanzione......................................... 500,000
Lawrence A. Margolis........................................ 50,000
Gordon E. Halverson......................................... 20,000
Mark J. Scagliuso........................................... 20,000
All executive officers, including the above................. 706,500
All directors who are not executive officers................ 11,200
All employees other than those who are executive officers... 829,900
</TABLE>
The grant to directors was in the form of stock units that convert to
Shares at the time selected by each director at the time of grant. All the other
grants were in the form of stock options. Generally, the options have an
exercise price equal to the market price of the Shares on the date of grant,
vest annually in fourths beginning on the first anniversary of the grant, vest
in full upon death or permanent full disability and will expire in ten years or
sooner in certain circumstances. A number of options, 42,500, expire in seven
years and do not vest until the fifth year, unless specified performance goals
for 2000 and 2001 are met. The Committee will determine the terms of grants
under the Incentive Plan , subject to the restrictions described above.
The last reported sales price of the Common Stock on March 10, 2000, was
$46.50 per Share.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.
15
<PAGE> 18
PROPOSAL 2
APPROVAL OF MANAGEMENT INCENTIVE PLAN
Executives of the Company earn bonuses under a Management Incentive Plan
(the "MIP") adopted each year by the Compensation Committee (the "Committee") of
the Board of Directors. The Committee has determined that the availability of
the MIP 2000 and subsequent years should be subject to the approval of the MIP
by the stockholders of the Company at the 2000 Annual Meeting. Approval by the
stockholders is being sought so that to the maximum extent permitted the amounts
paid pursuant to the MIP will not be subject to, or cause other compensation to
be subject to, the limitations imposed by the Omnibus Budget Reconciliation Act
of 1993 (the "Act") on the deductibility of executive compensation under Section
162(m) of the Internal Revenue Code (the "IRS Million Dollar Limitation"). To
date, the IRS Million Dollar Limitation has not had any significant impact on
the Company.
The purpose of the MIP is to provide awards to the executives of the
Company for the achievement of specified financial or other objective goals of
the Company for a year or for a specified number of years. Mr. Egan's employment
agreement with the Company provides that his goals for 2000 and thereafter shall
be those goals established by the Committee that can reasonably be substantially
impacted by Mr. Egan. Additionally, in some years, a minority portion of the
target of some or all the participants in the MIP may be dependent on the
subjective determination of the Committee or their supervisors of the
achievement of qualitative goals. Any subjectively determined amounts will
continue to be subject to the IRS Million Dollar Limitation. All executive
officers and the other executives who report directly to the Chief Executive
Officer are eligible to be selected to receive an award under the MIP. (Other
selected employees participate in similar plans that stockholders are not being
asked to approve.) The participants in the MIP are determined each year by the
Committee and the number of participants will vary from year to year. In 1999,
executive officers and eight other executives participated in the MIP. A target
expressed as a percentage of salary is assigned each year by the Committee to
each participant. The target, which ranged from 30% to 75% of salary, may be as
high as 200% and as low as 20% of salary. The actual rewards may range from zero
to 200% of the assigned targets depending on the achievement of the objectives
established by the Committee (or in the case of qualitative goals of
participants, other than the Chief Executive Officer or the Chairman, by an
executive officer) during the first 90 days of each year.
The financial objectives may be (i) operating, pretax, or net earnings of
the Company, a subsidiary, a division or business unit thereof, or another
entity where there is a significant investment by the Company and opportunity to
influence the performance of that entity; (ii) earnings per chare of the
Company; (iii) cash flow of any of these entities; (iv) return on capital,
tangible or total, employed by any of these entities as measured by any of these
earnings; (v) achievement of specified revenues or proceeds from specified
activities, in or out of the ordinary course of business; (vi) other similar
financial objectives that the Committee determines to be in the interest of the
Company; or (vii) in the case of Mr. Egan, the goals provided by his employment
agreement. Which of these measures are utilized and the percent of target earned
by the levels of achievement of the selected measures, including the weighting
of the selected measures, is determined by the Committee (or in the case of
qualitative goals of participants, other than the Chief Executive Officer or the
Chairman, by an executive officer) when the objectives for the year are
established. The measures and weighting utilized for 1999 are discussed above
under "Compensation Committee Report on Executive Compensation."
The Committee is comprised of "outside" directors as provided by the
regulations under the Act. The Committee has the authority and responsibility
for the interpretation, administration and application of the provisions of the
MIP, and the Committee's interpretation of the MIP and all actions taken by it
and determinations made by it are binding on the participants and the Company.
No Board or Committee member will be liable for any determination, decision or
action made or taken under the MIP in good faith.
The Committee may amend or terminate the MIP at any time, provided however,
that in no event can the Committee, after the period for establishing the
objectives for the year, adjust for that year any targets, objectives, or the
percentage of target earned by levels of achievement of each objective in a
manner that would increase the amount of compensation that would be payable
under the MIP and subject to the IRS Million Dollar Limitation.
16
<PAGE> 19
No participant in the MIP may receive an annual award under the MIP of more
than $2,000,000 as this amount is increased by inflation in the Consumer Price
Index after December 31, 2000. Amounts earned under the MIP are determined and
paid as soon as practical after the end of each year. To the extent permitted by
the applicable regulations of the Internal Revenue Service and the terms of the
Company's 401(k) savings plan, such amounts may be contributed by the
participants to that plan. To the extent such contribution is not permitted by
the applicable regulations, participants may elect to defer payment of amounts
earned under the MIP to a later date under deferred compensation arrangements
adopted by the Company from time to time. Currently, participants are eligible
to defer payment of all or such portion of awards under the MIP as they
individually determine. These deferred amounts are treated as if they were
invested in selected investment funds available under the Company's 401(k)
savings plan. The Committee, in establishing the MIP for a year, may determine
that all or a portion of an award payable under the MIP to certain participants
shall or may be paid in Common Stock or phantom stock that may or may not be
restricted. The computation of the amount of stock may be based on the average
market price of the stock over a period, up to one year, selected by the
Committee, or based on a percentage, not to be less than 75%, of the market
price of the stock at the end of the year for which the award was earned or
during a period during the last month of that year, selected by the Committee.
For a description of current use of restricted stock units, see "Compensation
Committee Report on Executive Compensation."
The amounts that will be paid pursuant to the MIP for 2000 and subsequent
years are not determinable at this time. Set forth below are the amounts earned
under the MIP for 1999. For the portion of these awards paid in restricted stock
units, see Executive Compensation -- Summary Compensation Table.
<TABLE>
<CAPTION>
NAME TARGET % % OF TARGET $ EARNED
- ---- -------- ----------- ----------
<S> <C> <C> <C>
John M. Egan............................................ 75% 140% $ 525,000
Robert J. Stanzione..................................... 75 140 488,225*
Lawrence A. Margolis.................................... 60 136 289,189*
Gordon E. Halverson..................................... 50 123 137,544*
Mark J. Scagliuso....................................... 50 136 147,560
All executive officers, including the above named
persons............................................... 1,540,419
All employees, other than those who are executive
officers.............................................. 670,964*
</TABLE>
- ---------------
* Includes for Messrs. Stanzione, Margolis and Halverson, and all employees
other than those who are executive officers, the value, on January 31, 2000,
of 6,000, 5,700, 640 and 2,600 Common Shares, respectively, into which stock
units granted on this date will convert. Twenty percent of these units will be
forfeited if the employee leaves the Company without good reason before
December 31, 2002.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2.
17
<PAGE> 20
PROPOSAL 3
APPROVAL OF AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 75,000,000 SHARES TO
150,000,000 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
75,000,000 shares to 150,000,000 shares.
As of March 10, 2000, there were outstanding 37,638,570 shares of Common
stock, 4,712,637 options to purchase Common Stock, 71,467 stock units that will
convert into Common Stock, and $115 million of Convertible Subordinated Notes
convertible into 4,791,667 shares of Common Stock.
Purpose and Effect of the Amendment. 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 to split the stock if future conditions should warrant or to use the
stock for future expansion, by acquisition or otherwise, of the Company's
activities if opportunities should become available. In addition, 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 to raise funds for acquisitions or general
corporate purposes if future conditions should warrant such sale and will insure
that the Company can continue to use stock to motivate and compensate its
employees.
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.
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.
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.
18
<PAGE> 21
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 75,000,000 shares of Common Stock, par value $.01
per share, to 150,000,000 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 one hundred and fifty
five million (155,000,000) shares consisting of one hundred and fifty
million (150,000,000) 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 3.
19
<PAGE> 22
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 2000.
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 2001 Annual Meeting
of Stockholders must be received by the Company at its principal offices by
December 5, 2000 in order to be considered for inclusion in the Company's Proxy
Statement and Proxy relating to the 2001 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, 2000
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Lawrence A. Margolis
Lawrence A. Margolis, Secretary
20
<PAGE> 23
ANTEC CORPORATION
PROXY SOLICITED BY AND ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert J. Stanzione, Lawrence A. Margolis and
Mark Scagliuso 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 4, 2000, 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.
<TABLE>
<S> <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, Lawrence Romrell,
William T. Schleyer, Sammuel K. Skinner, Robert J. Stanzione and Bruce Van Wagner
Please mark [X] your votes as indicated in this example
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
Withhold for the following only: (INSTRUCTIONS: Write the name of the nominee (s) from whom you are withholding your
vote in this space.)
-----------------------------------------------------------------------------------------------------------------------
2. Proposal 1, approval of the 2000 Stock Incentive Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal 2, approval of the Management Incentive Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(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
4. Proposal 3, approval of the amendment to the Certificate of Incorporation increasing the number of authorized shares of
Common Stock from 75,000,000 shares to 150,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. In their discretion, such other matters as properly may come before the meeting or at any adjournment(s) thereof.
</TABLE>
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 AND IN FAVOR OF PROPOSALS 1, 2 AND 3.
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:
-----------------------------------------------------------------------------,
2000
------------------------------
(Signature of Stockholder)
------------------------------
(Signature if held jointly)
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.
