<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ANTEC CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
03664P105
(CUSIP Number)
Stephen M. Brett, Esq., Executive Vice President and General Counsel,
Tele-Communications, Inc.
Terrace Tower II, 5619 DTC Parkway, Englewood, CO 80111, (303-267-5500)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 7, 1997
----------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box: [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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- ----------------------- ---------------------
CUSIP NO. 03664P105 13D
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TELE-COMMUNICATIONS, INC.
84 - 1260157
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
OO
- ------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[_]
- ------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 7,181,341 Shares*
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 Shares
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 7,181,341 Shares*
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 Shares
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,181,341 Shares*
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13
18.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
- ------------------------------------------------------------------------------
*Including the 6,327,000 shares currently beneficially owned by TCI together
with the additional 854,341 shares TCI would acquire upon the exercise of stock
options. (See Items 3 and 5)
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Cusip No. 03664P105
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. )
Statement of
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
ANTEC CORPORATION
(Commission File No. 022336)
ITEM 1. Security and Issuer
-------------------
Tele-Communications, Inc., a Delaware corporation ("TCI"), is filing
this Statement on Schedule 13D (the "Statement"), with respect to the Common
Stock, $.01 par value (the "Common Stock"), of Antec Corporation, a Delaware
corporation ("Antec"). TCI received its shares of Antec Common Stock by means of
the merger of TSX Corporation, a Nevada corporation ("TSX"), into a wholly owned
subsidiary of Antec on February 7, 1997 (the "Merger"). Prior to the Merger, TCI
beneficially owned 7,181,341 shares of TSX common stock. In the Merger, each
issued and outstanding share of TSX common stock was converted into one share of
Antec Common Stock.
Antec's principal executive offices are located at 2850 West Golf Road,
Rolling Meadows, Illinois 60008.
ITEM 2. Identity and Background
-----------------------
This Statement is being filed by TCI whose principal business and
office address is 5619 DTC Parkway, Englewood, Colorado 80111.
TCI, through its subsidiaries and affiliates, is principally engaged in
the construction, acquisition, ownership, and operation of cable television
systems and the provision of satellite-delivered video entertainment,
information and home shopping programming services to various video distribution
media, principally cable television systems. TCI also has investments in cable
and telecommunications operations and television programming in certain
international markets as well as investments in companies and joint ventures
involved in developing and providing programming for new television and
telecommunications technologies. TCI is a Delaware corporation and was
incorporated in 1994. TCI Communications, Inc. ("TCIC"), a majority owned
subsidiary of TCI, and its predecessors have been
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Cusip No. 03664P105
engaged in the cable television business since the early 1950's. Prior to August
1994, TCI was named TCI/Liberty Holding Company and TCIC was named Tele-
Communications, Inc.
Schedule 1 attached to this Statement contains the following
information concerning each director, executive officer or controlling person of
TCI: (i) name and residence or business address, (ii) principal occupation or
employment; and (iii) the name, principal business and address of any
corporation or other organization in which such employment is conducted.
Schedule 1 is incorporated herein by reference.
To the knowledge of TCI, each of the persons named on Schedule 1 (the
"Schedule 1 Persons") is a United States citizen. During the last five years,
neither TCI nor any of the Schedule 1 Persons (to the knowledge of TCI) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, neither TCI nor any of the Schedule 1
Persons (to the knowledge of TCI) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, is or was subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
TCI currently beneficially owns through a subsidiary a total of
7,181,341 shares of Common Stock. Such beneficial ownership is comprised of
6,327,000 shares of Common Stock and stock options to acquire up to an
additional 854,341 shares of Common Stock (the "TCI Options").
The TCI Options were originally granted by TSX and originally related
to TSX common stock. Antec assumed the liability of such TSX stock options in
the Merger. The TCI Options are exercisable for Antec Common Stock on the same
terms as related to the TSX stock options. TCI did not pay any new consideration
in connection with the Merger. For additional information regarding the terms of
the stock options granted by TSX, please refer to Amendment No. 3 to TCI's
filing on Schedule 13D which related to TCI's ownership of TSX common stock.
Such filing is hereby incorporated herein by reference.
ITEM 4. Purpose of Transaction
----------------------
Except as otherwise described below, neither TCI nor, to the best of
its knowledge, any of its executive officers, directors or controlling persons,
have any present plans or proposals which relate to or would result in: (i) any
acquisition by any person of additional securities of Antec, or any disposition
of securities of Antec; (ii) any extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Antec or any of its
subsidiaries; (iii) any sale or transfer of a material amount of assets of Antec
or any of its subsidiaries; (iv) any change in the present board of directors or
management of Antec, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board; (v) any
material change in the present capitalization or dividend policy of Antec; (vi)
any other material change in Antec's business or corporate structure; (vii) any
changes in Antec's charter, by-laws, or other instruments corresponding thereto
or other actions which may impede the acquisition of control of Antec by any
person; (viii) any delisting from a national securities exchange or any
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loss of authorization for quotation in an inter-dealer quotation system of a
registered national securities association of a class of securities of Antec;
(ix) any termination of registration pursuant to section 12(g)(4) of the Act, as
amended, of a class of equity securities of Antec; or (x) any action similar to
any of those enumerated above.
Notwithstanding the foregoing, TCI may determine to change its
investment intent with respect to Antec at any time in the future. In reaching
any conclusion as to its future course of action, TCI will take into
consideration various factors, such as Antec's business and prospects, other
developments concerning Antec, other business opportunities available to TCI,
developments with respect to the business of TCI, and general economic and stock
market conditions, including, but not limited to, the market price of the Common
Stock of Antec. In particular, TCI reserves the right, depending on other
relevant factors, to acquire additional shares of the Common Stock of Antec in
open market or privately negotiated transactions. Further, TCI may elect to
dispose of all or a portion of its holdings of shares of the Common Stock of
Antec or to change its intention with respect to any or all of the matters
referred to in this Item at any time in the future.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
(a) TCI presently beneficially owns 7,181,341 shares of the Common
Stock. Of the 7,181,341 shares beneficially owned, 6,327,000 shares are
currently owned of record by a subsidiary of TCI and an additional 854,341
shares may be acquired upon the exercise of the TCI Options. The 7,181,341
shares of Common Stock beneficially owned by TCI represent 18.3% of the
38,419,782 shares of Antec Common Stock outstanding immediately after the
Merger, as reported by Antec in its Joint Proxy Statement-Prospectus dated
December 31, 1996.
Bernard W. Schotters, Senior Vice President and Treasurer of TCI
Communications, Inc., presently jointly beneficially owns with his spouse,
24,000 shares of the Common Stock. Mr. and Mrs. Schotters' beneficial ownership
of 24,000 shares of the Common Stock represents less than 1% of the 38,419,782
shares of Antec Common Stock outstanding immediately after the Merger.
Fred A. Vierra, Executive Vice President of TCI, presently jointly
beneficially owns with his spouse 7,500 shares of the Common Stock. Mr. and Mrs.
Vierra's beneficial ownership of 7,500 shares of the Common Stock represents
less than 1% of the 38,419,782 shares of Antec Common Stock outstanding
immediately after the Merger.
Other than Mr. Schotters and Mr. Vierra, none of the Schedule 1 Persons
has any interest in any securities of Antec.
(b) TCI has the sole power to vote or to direct the voting of the
shares of the Common Stock that TCI beneficially owns. TCI has the sole power to
dispose of, or to direct the disposition of the shares of Common Stock that TCI
beneficially owns.
To the knowledge of TCI, Mr. and Mrs. Schotters, and Mr. and Mrs.
Vierra each have sole power to vote or to direct the voting of the shares of
Common Stock that they beneficially own, respectively. To the knowledge of TCI,
Mr. and Mrs. Schotters, and Mr. and Mrs. Vierra each have sole power to dispose
of, or to direct the disposition of the shares of Common Stock that they
beneficially own,
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Cusip No. 03664P105
respectively. To the knowledge of TCI, the representations contained in the
fourth paragraph of Item 2 hereof are also applicable to Mrs. Schotters and Mrs.
Vierra, respectively. Mrs. Schotters' mailing address is 19029 E. Davis Place,
Aurora, Colorado 80016, and Mrs. Schotters is not presently employed. Mrs.
Vierra's mailing address is 77 Glenmoor Drive, Englewood, Colorado 80111, and
Mrs. Vierra is not presently employed.
(c) Except for the receipt of Antec Common Stock in
connection with the Merger, neither TCI nor, to the knowledge of TCI, any of the
persons described on Schedule 1, has executed transactions in the Common Stock
of Antec during the past sixty (60) days.
(d) There is no person that has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock owned by TCI.
To the knowledge of TCI, there is no person that has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock owned by either Mr. and Mrs. Schotters or Mr.
and Mrs. Vierra, respectively.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
with Respect to Securities of the Issuer
----------------------------------------
Antec and TCI executed a Registration Rights Agreement, dated
as of October 29, 1996, wherein Antec granted demand and incidental registration
rights to TCI. The registration rights related to all of the Common Stock
presently beneficially owned by TCI and related to any Common Stock that TCI
might acquire during the term of the Registration Rights Agreement. A copy of
the Registration Rights Agreement is filed herewith as Exhibit 7(A) and is
incorporated herein by reference.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
(A) Registration Rights Agreement, dated as of October 29,
1996, between Antec and TCI.
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<PAGE>
Cusip No. 03664P105
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
March 3, 1997 TELE-COMMUNICATIONS, INC.
/s/ Stephen M. Brett
---------------------------
Stephen M. Brett
Executive Vice President and
General Counsel
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<PAGE>
Cusip No. 03664P105
SCHEDULE 1
----------
Directors, Executive Officers & Controlling Persons
of
Tele-Communications, Inc. ("TCI")
DIRECTORS
---------
<TABLE>
<CAPTION>
<S> <C> <C>
Name Principal Occupation & Principal Business or Organization in
- ---- Business Address Which such Employment Is Conducted
---------------------- Investment Services
-------------------------------------
Tony Lee Coelho Director of TCI; Chairman of the Board & Chief Cable television & telecommunications
Executive Officer of ETC w/tci, Inc.; Chairman & programming services
& Chief Executive Officer of Coelho Associates,
LLC
1325 Avenue of the Americas,
26th Floor
New York, New York 10019
Donne F. Fisher Consultant & Director of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
John W. Gallivan Director of TCI; Chairman of the Board Newspaper publishing
of Kearns-Tribune Corporation
400 Tribune Building
Salt Lake City, UT 84111
Paul A. Gould Director of TCI, Managing Director of Investment banking services
Allen & Company Incorporated
711 5th Avenue
New York, New York 10022
Jerome H. Kern Director of TCI; Business Consultant; Special Business Consulting; Law
Counsel to Baker & Botts, L.L.P.
5619 DTC Parkway
Englewood, CO 80111
Kim Magness Director of TCI & TCI Communications, Inc.; Management of personal investments
Manages various personal investments;
4000 E. Belleview
Englewood, CO 80111
John C. Malone Chairman of the Board, Chief Executive Officer & Cable television & telecommunications
Director of TCI & programming services
5619 DTC Parkway
Englewood, CO 80111
</TABLE>
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Cusip No. 03664P105
<TABLE>
<S> <C> <C>
Robert A. Director of TCI; President & Chief Executive Motion Picture Industry
Officer of
Naify Todd-AO Corporation;
172 Golden Gate Avenue
San Francisco, CA 94102
JC Sparkman Director of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
<CAPTION>
EXECUTIVE OFFICERS
------------------
<S> <C> <C>
Name Principal Occupation & Principal Business or Organization in
- ---- Business Address Which such Employment Is Conducted
---------------------- -------------------------------------
Peter R. Barton Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Gary K. Bracken Senior Vice President & Controller Cable television & telecommunications
of TCI Communications, Inc. & programming services
5619 DTC Parkway
Englewood, CO 80111
Stephen M. Brett Executive Vice President, Secretary Cable television & telecommunications
& General Counsel of TCI & programming services
5619 DTC Parkway
Englewood, CO 80111
Brendan R. Clouston Executive Vice President & Chief Financial Cable television & telecommunications
Officer of TCI & programming services
5619 DTC Parkway
Englewood, CO 80111
Leo J. Hindery President and Chief Operating Officer of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Barry P. Marshall Executive Vice President of TCI Cable television & telecommunications
Communications, Inc. 5619 DTC Parkway & programming services
Englewood, CO 80111
Larry E. Romrell Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
</TABLE>
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Cusip No. 03664P105
<TABLE>
<S> <C> <C>
Englewood, CO 80111
Bernard W. Senior Vice President - Finance & Treasurer of Cable television & telecommunications
Schotters, II TCI Communications, Inc. & programming services
5619 DTC Parkway
Englewood, CO 80111
Robert N. Thomson Senior Vice President - Government Affairs of Cable television & telecommunications
TCI Communications, Inc. & programming services
5619 DTC Parkway
Englewood, CO 80111
Fred A. Vierra Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
</TABLE>
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Cusip No. 03664P105
- --------------------------------------------------------------------------------
EXHIBIT EXHIBIT PAGE
NUMBER
- --------------------------------------------------------------------------------
7(A) Registration Rights Agreement, dated as of October 29, 12
1996 between Antec and TCI.
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<PAGE>
REGISTRATION RIGHTS AGREEMENT
-----------------------------
REGISTRATION RIGHTS AGREEMENT, dated as of October 29, 1996 (this
"Agreement"), by and between the party named on the signature page hereof as the
investor ("Investor") and ANTEC Corporation, a Delaware corporation ("ANTEC").
WHEREAS, Investor is the owner of certain shares (the "TSX Shares") of
TSX Corporation, a Nevada Corporation ("TSX"), common stock, par value $.01 per
share ("TSX Common Stock"), and is entitled to purchase certain additional TSX
Shares.
WHEREAS, pursuant to a Plan of Merger between ANTEC, TSX and TSX
Acquisition Corporation, all of the TSX Shares will be converted into shares of
ANTEC common stock, par value $.01 per share ("Common Stock"), and options to
purchase TSX Shares will be converted into options to purchase Common Stock. As
used herein, "Shares" shall include the Common Stock issued upon conversion and
any additional shares of Common Stock held by Investor from time to time during
the term of this Agreement.
WHEREAS, the sale by Investor of Shares has not been registered
pursuant to the Securities Act of 1933, as amended (the "Securities Act") but
TSX is obligated to provide such registration under certain circumstances.
WHEREAS, in connection with the Plan of Merger, ANTEC desires to
provide Investor certain registration rights as provided herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
<PAGE>
1. Demand Registration
-------------------
(a) Investor or any person acquiring by transfer any Shares (a
"Permitted Transferee") (Investor and any such Permitted Transferees being
hereinafter referred to individually as a "Stockholder" and collectively as the
"Stockholders") shall at any time have the right to request registration under
the Securities Act, of the Shares and any securities issued in exchange for or
in respect of such Shares whether pursuant to a stock dividend, stock split,
stock reclassification or otherwise (such Shares and such securities issued in
exchange for or in respect of such Shares being collectively referred to herein
as the "Registrable Shares") upon the terms and subject to the conditions set
forth in this Agreement.
(b) Upon receipt by ANTEC of a written request for
registration hereunder, ANTEC shall (i) promptly notify each other Stockholder
in writing of its receipt of such initial written request for registration and
(ii) as soon as practicable, but in no event more than 45 days after receipt of
such written request, file with the Securities and Exchange Commission (the
"Commission"), and use its best efforts to cause to become effective, a
registration statement under the Securities Act (a "Registration Statement")
which shall cover the Registrable Shares specified in the initial written
request and in any written request from any other Stockholder received by ANTEC
within 20 days of its giving the notice specified in clause (i) hereof.
(c) If so requested by any Stockholder requesting
participation in a public offering or distribution of Registrable Shares (a
"Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration
Statement shall provide for delayed or continuous offering of Registrable Shares
pursuant to Rule 415 promulgated under the Securities Act or any similar rule
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<PAGE>
then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who
own a majority of the Registrable Shares, the public offering or distribution of
Registrable Shares under this Agreement shall be pursuant to a firm commitment
underwriting, the managing underwriter of which shall be a nationally recognized
investment banking firm selected and engaged by the Selling Stockholders and
approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC
shall enter into the same underwriting agreement as shall the Selling
Stockholders, containing representations, warranties and agreements not
substantially different from those customarily made by an issuer in underwriting
agreements with respect to secondary distributions. ANTEC, as a condition to
fulfilling its obligations under this Agreement may require the underwriters to
enter into an agreement in customary form indemnifying ANTEC against any Losses
(as defined in Section 6 hereof) that arise out of or are based upon an untrue
statement or an alleged untrue statement or omission in the Disclosure Documents
(as defined in Section 6 hereof) made in reliance upon and in conformity with
written information furnished to ANTEC by the underwriters specifically for use
in the preparation thereof.
(d) ANTEC shall be entitled to postpone, for a reasonable
period of time, but in no event in excess of 120 days after its receipt of an
initial request for registration pursuant to this Agreement, the filing of any
Registration Statement, if at the time it received a request therefor ANTEC
determines, in its reasonable business judgment, that such registration and
offering could interfere with any financing, acquisition, corporate
reorganization, or other material transaction or development involving ANTEC or
any of its affiliates and gives the Selling Stockholders written notice of such
determination. If ANTEC shall postpone the filing of
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<PAGE>
any Registration Statement, any of the Selling Stockholders shall have the right
to withdraw his or its request for such registration by giving notice to ANTEC
within 15 days of the notice of postponement. In the event that all of the
Selling Stockholders withdraw their request, such request shall not be counted
for purposes of determining the number of registrations to which Stockholders
are entitled hereunder.
(e) Each Selling Stockholder may, before such a Registration
Statement becomes effective, withdraw his or its Registrable Shares from sale,
should the terms of the sale not be satisfactory to such Selling Stockholder;
should all Selling Stockholders who are participating in such registration so
withdraw, however, such registration shall be deemed to have occurred for the
purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in
proportion to the number of shares requested to be included) within 20 days
after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred
in connection with such registration.
(f) In the event that a Registration Statement requested by a
Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten
public offering and the managing underwriter thereof determines reasonably and
in good faith that the inclusion in such Registration Statement of any
additional shares of Common Stock or other securities of ANTEC to be offered and
sold for the account of any person (including ANTEC) other than such Selling
Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of
any Registrable Shares by the Selling Stockholder, then the number of shares to
be offered for the accounts of each Piggy-Back Seller shall be reduced or
limited in proportion to the number of shares owned
4
<PAGE>
by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders)
to the extent necessary to reduce the total number of shares to be included in
such Registration Statement by all Piggy-Back Sellers to the amount that such
managing underwriter determines would not adversely affect the offering of the
number of Registrable Shares requested to be registered by the Selling
Stockholder. Without limiting the foregoing, in no event shall a Selling
Stockholder be required to reduce the number of Registrable Shares requested to
be registered by such Selling Stockholder pursuant to Section 1 hereof as a
result of the inclusion in any Registration Statement of Common Stock or other
securities of ANTEC to be offered and sold for the account of any Piggy-Back
Seller.
2. Incidental Registrations. Each time that ANTEC proposes to register
------------------------
any of its equity securities under the Securities Act (other than a registration
effected solely to implement an employee benefit or stock option plan or to sell
shares obtained under any employee benefit or stock option plan or a transaction
to which Rule 145 or any other similar rule of the Commission under the
Securities Act is applicable) ANTEC will give written notice to the Stockholders
of its intention to do so. Each of the Stockholders may give ANTEC a written
request to register all or some of its Registrable Shares in the registration
described in the written notice from ANTEC as set forth in the foregoing
sentence, provided that such written request is given within 20 days after
receipt of any such notice from ANTEC (with such request stating (i) the amount
of Registrable Securities to be disposed of and the intended method of
disposition of such Registrable Securities and (ii) any other information
reasonably requested by ANTEC to properly effect the registration of such
Registrable Securities). Upon receipt of such request, ANTEC will
5
<PAGE>
use its best efforts to cause promptly all such Registrable Securities intended
to be disposed of to be registered under the Securities Act so as to permit
their sale or other disposition (in accordance with the intended methods set
forth in the request for registration), unless the sale is a firmly underwritten
public offering and the managing underwriter thereof determines reasonably and
in good faith in writing that the inclusion of such securities would adversely
affect the offering, in which case the number of shares to be offered for the
accounts of the Selling Stockholders shall be reduced or limited in proportion
to the number of shares owned by such Selling Stockholders to the extent
necessary to reduce the total number of shares to be included in such offering
to the amount recommended by such managing underwriting; provided, that if
securities are being offered for the account of other persons or entities as
well as ANTEC, such reduction shall be made pro rata from the securities
intended to be offered by such persons and from the Selling Stockholders.
ANTEC's obligations under this Section 2 shall apply to a registration to be
effected for securities to be sold for the account of ANTEC as well as a
registration statement which includes securities to be offered for the account
of other holders of ANTEC equity securities.
3. Expenses of Registration. ANTEC shall pay all costs and expenses
------------------------
incurred in connection with the registration of the Registrable Shares pursuant
hereto, including all registration and filing fees, printing expenses, fees and
disbursements of counsel and accountants of ANTEC and one set of counsel and
accountants for all of the Selling Stockholders. Not withstanding the foregoing,
all transfer taxes, brokerage commissions and underwriters'
6
<PAGE>
discounts attributable to the Registrable Shares being offered and sold by such
Selling Stockholders shall be for the account of the Selling Stockholders.
4. Limitations on Registration Rights. Notwithstanding the provisions
----------------------------------
of Section 1 hereof, ANTEC shall not be required to effect any registration
pursuant to Section 1 if (a) the request or requests for registration cover an
aggregate number of Registrable Shares having a Market Value of less than
$1,000,000 as of the date of the last of such requests; (b) ANTEC has previously
filed two registration statements under the Securities Act pursuant to Section 1
of this Agreement; (c) ANTEC, in order to comply with such request, would be
required to (i) undergo a special interim audit or (ii) prepare and file with
the Commission, sooner than would otherwise be required, pro forma or other
financial statements relating to any proposed or probable transaction, or (d) in
the opinion of counsel for the Selling Stockholders, each Stockholder could sell
in a single transaction under Rule 144 promulgated under the Securities Act the
number of Registrable Shares such Stockholder proposes to have registered
pursuant to this Agreement. "Market Value" as used in this Agreement shall mean,
as to each Registrable Share at any date, the average of the daily closing
prices for the Common Stock for the 10 consecutive trading days before the day
in question. The closing price for shares of such class for each day shall be
the last reported sale price, or, in case no such reported sale takes place on
such day, the average of the reported closing bid and asked prices, in either
case on the composite tape, or if the shares of such class are not quoted on the
composite tape, on the principal United States securities exchange registered
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on
which such shares of such class are listed or admitted to trading, or if they
are not listed
7
<PAGE>
or admitted to trading on any such exchange, the closing sale price (or the
average of the quoted closing bid and asked prices if no sale is reported) as
reported by the National Association of Securities Dealers Automated Quotation
System ("NASDAQ"), or any comparable system, or if the shares of such class are
not quoted on NASDAQ, or any comparable system, the average of the closing bid
and asked prices as furnished by any maker in the securities of such class who
is a member of the National Association of Securities Dealers, Inc.
5. Obligations with Respect to Registration
----------------------------------------
(a) If and whenever ANTEC is obligated by the provisions of
this Agreement to effect the registration of any Registrable Shares under the
Securities Act, ANTEC shall:
(i) prepare and file with the Commission any amendments and
supplements to the Registration Statement and to the prospectus used in
connection therewith as may be necessary to keep the Registration Statement
effective and to comply with the provisions of the Securities Act and the rules
and regulations promulgated thereunder with respect to the disposition of all
Registrable Shares covered by the Registration Statement for the period required
to effect the distribution of such Shares, but in no event shall ANTEC be
required to do so for a period of more than 90 days following the effective date
of the Registration Statement other than a Shelf Offering and two years
following the effective date of a Shelf Offering.
(ii) notify the Selling Stockholders and their underwriter,
and confirm such advice in writing, (A) when a Registration Statement becomes
effective, (B) when any post-effective amendment to a Registration Statement
becomes effective, and (C) of any request by
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<PAGE>
the Commission for any amendment of or supplement to a Registration Statement or
any prospectus relating thereto or for additional information;
(iii) furnish at ANTEC's expense to the Selling Stockholders
such number of copies of a preliminary, final, supplemental or amended
prospectus, in conformity with the requirements of the Securities Act and the
rules and regulations promulgated thereunder, as may reasonably be required in
order to facilitate the disposition of the Registrable Shares covered by a
Registration Statement, but only while ANTEC is required under the provisions
hereof to cause a Registration Statement to remain effective;
(iv) register or qualify the Registrable Shares covered by a
Registration Statement under such other securities or blue sky laws of such
jurisdictions in the United States as the Selling Stockholders shall reasonably
request, and do any and all other acts and things which may be necessary to
enable each Selling Stockholder whose Registrable Shares are covered by such
Registration Statement to consummate the disposition in such jurisdictions of
such Registrable Shares; provided, however, that ANTEC shall in no event be
required to qualify to do business as a foreign corporation or a dealer in any
jurisdiction where it is not so qualified, to conform the composition of its
assets at the time to the securities and blue sky laws of such jurisdiction, to
exercise or file any general consent to service of process in suits other than
those arising out of the offer and sale of the Registrable Shares covered by the
Registration Statement, or to subject itself to taxation, in each case in any
jurisdiction where it has not theretofore done so; and
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<PAGE>
(v) cause such Registrable Shares covered by a Registration
Statement to be listed on the principal exchange or exchanges on which the
Common Stock is then listed upon the sale of such Registrable Shares pursuant to
such Registration Statement.
(b) ANTEC's obligations under this Agreement with respect to a Selling
Stockholder shall be conditioned upon such Selling Stockholder's compliance with
the following:
(i) Such Selling Stockholder shall cooperate with ANTEC in
connection with the preparation of the Registration Statement, and for so long
as ANTEC is obligated to file and keep effective the Registration Statement,
shall provide to ANTEC, in writing, for use in the Registration Statement, all
such information regarding the Selling Stockholder and its plan of distribution
of the Registrable shares as may be necessary to enable ANTEC to prepare the
Registration Statement and prospectus covering the Registrable Shares, to
maintain the currency and effectiveness thereof and otherwise to comply with all
applicable requirements of law in connection therewith.
(ii) During such time as such Selling Stockholder may be
engaged in a distribution of the Registrable Shares, such Selling Stockholder
shall comply with Rules 10b-2, 10b-6 and 10b-7 promulgated under the Exchange
Act and pursuant thereto it shall, among other things: (A) not engage in any
stabilization activity in connection with the securities of ANTEC in
contravention of such rules; (B) distribute the Registrable Shares solely in the
manner described in the Registration Statement; (C) cause to be furnished to
each broker through whom the Registrable Shares may be offered, or to the
offeree if an offer is not made through a broker, such
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<PAGE>
copies of the prospectus covering the Registrable Shares and any amendment or
supplement thereto and documents incorporated by reference therein as may be
required by law; and (D) not bid for or purchase any securities of ANTEC or
attempt to induce any person to purchase any securities of ANTEC other than as
permitted under the Exchange Act.
(iii) If the Registration Statement provides for a Shelf
Offering, then at least nine (9) business days prior to any distribution of the
Registrable Shares, any Selling Stockholder who is an "affiliated purchaser" (as
defined in Rule 10b-6 promulgated under the Exchange Act) of ANTEC shall advise
ANTEC in writing of the date on which the distribution by such Selling
Stockholder will commence, the number of the Registrable Shares to be sold and
the manner of sale. Such Selling Stockholder also shall inform ANTEC when each
distribution of such Registrable Shares is complete.
6. Indemnification.
---------------
(a) By ANTEC. Except as set forth in the last sentence of this
--------
Section 6(a), ANTEC agrees to indemnify and hold harmless, to the full extent
permitted by law, each Selling Stockholder, its officers and directors and each
person who controls such Selling Stockholder (within the meaning of the
Securities Act), and any investment adviser thereof against all losses, claims,
damages, liabilities and expenses ("Losses") caused by any untrue or alleged
untrue statement of a material fact contained in any registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
thereto (the "Disclosure Documents") or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein (in the case of a prospectus, in the light of the
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<PAGE>
circumstances under which they were made) not misleading, except insofar as the
same are caused by or contained in any information with respect to such Selling
Stockholder furnished in writing to ANTEC by such Selling Stockholder expressly
for use therein. In connection with an underwritten offering, ANTEC will
indemnify the underwriters thereof, their officers and directors and each person
who controls such underwriters (within the meaning of the Securities Act) to the
same extent as provided above with respect to the indemnification of the holders
of Registrable Shares. ANTEC will reimburse each such indemnified party for all
legal or other expenses reasonably incurred by such party in connection with
investigating or defending any such claims, including, subject to such
indemnified party's compliance with the provisions of the last sentence of
subsection (c) of this Section 6, any amounts paid in settlement of any
litigation, commenced or threatened. ANTEC shall not be obligated to indemnify
any person hereunder to the extent that any such Losses arise out of or are
based upon (i) the failure of a Selling Stockholder to give any purchaser of
Registrable Shares at or prior to the written confirmation of such sale, a copy
of the most recent prospectus relating to the offering and sale of such
registrable Shares, or (ii) an untrue statement or alleged untrue statement or
omission or alleged omission made in any prospectus used by a Selling
Stockholder after such time as ANTEC advised such Selling Stockholder that the
filing of a post-effective amendment or supplement thereto was required, except
such prospectus as so amended or supplemented.
(b) By the Selling Stockholders. In connection with any
---------------------------
registration statement in which a Selling Stockholder is participating, each
such Selling Stockholder shall furnish to ANTEC in writing such information and
affidavits with respect to such Selling
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<PAGE>
Stockholder as ANTEC reasonably requests for use in connection with any such
registration statement or prospectus and agrees to indemnify, to the extent
permitted by law, ANTEC, the directors and officers of ANTEC and each person who
controls ANTEC (within the meaning of the Securities Act) against any Losses
resulting from any untrue or alleged untrue statement of a material fact or any
omission or alleged omission of a material fact required to be stated in the
Disclosure Documents or necessary to make the statements therein (in the case of
a prospectus, in the light of the circumstances under which they were made) not
misleading, to the extent, but only to the extent, that such untrue statement or
omission is contained in any information or affidavit with respect to such
Selling Stockholder so furnished in writing by such Selling Stockholder
expressly for use in the registration statement, provided that the liability of
such Selling Stockholder pursuant to this Section 6(b) shall not exceed an
amount equal to the proceeds of the sale of Registrable Shares sold pursuant to
such registration statement that are received by or for the benefit of such
Selling Stockholder. ANTEC shall be entitled to receive indemnities from
underwriters, selling brokers, dealer managers and similar securities industry
professionals participating in the distribution to the same extent as provided
above with respect to information so furnished in writing by such persons
specifically for inclusion in any prospectus or registration statement. The
Selling Stockholders shall reimburse each such indemnified party for all legal
or other expenses reasonably incurred by such party in connection with
investigating or defending any such claim, including, subject to such
indemnified party's compliance with the provisions of the last sentence of
subsection (c) of this Section 6, any amounts paid in settlement of any
litigation, commenced or threatened.
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<PAGE>
(c) Third Party Claims. Promptly after the receipt by any party
------------------
hereto of notice of any claim, action, suit or proceeding by any person who is
not a party to this Agreement (collectively, an "Action") which is subject to
indemnification hereunder, such party (the "Indemnified Party") shall give
reasonable written notice to the party from whom indemnification is claimed (the
"Indemnifying Party"). The Indemnified Party shall be entitled, at the sole
expenses and liability of the Indemnifying Party, to exercise full control of
the defense, compromise or settlement of any such Action unless the Indemnifying
Party, within a reasonable time after the giving of such notice by the
Indemnified Party, shall: (i) admit in writing to the Indemnified Party, the
Indemnifying Party's liability to the Indemnified Party for such Action under
the terms of this Section 6, (ii) notify the Indemnified Party in writing of the
Indemnifying Party's intention to assume the defense thereof, and (iii) retain
legal counsel reasonably satisfactory to the Indemnified Party to conduct the
defense of such Action. The Indemnified Party and the Indemnifying Party shall
cooperate with the party assuming the defense, compromise or settlement of any
such Action in accordance herewith in any manner that such party reasonably may
request. If the Indemnifying Party so assumes the defense of any such Action,
the Indemnified Party shall have the right to employ separate counsel and to
participate in (but not control) the defense, compromise, or settlement thereof,
but the fees and expenses of such counsel shall be the expenses of the
Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees
and expense, (ii) any relief other than the payment of money damages is sought
against the Indemnified Party or (iii) the Indemnified Party shall have been
advised by its counsel that there may be one or more legal defenses available to
it
14
<PAGE>
which are different from or additional to those available to the Indemnifying
Party, and in such case the fees and expenses of such separate counsel shall be
borne by the Indemnifying Party. No Indemnifying Party shall settle or
compromise any such Action in which any relief other than the payment of money
damages is sought against any Indemnified Party unless the Indemnified Party
consents in writing to such compromise or settlement. No Indemnified Party shall
settle or compromise any such Action for which it is entitled to indemnification
hereunder without the prior written consent of the Indemnifying Party, unless
the Indemnifying Party shall have failed, after reasonable notice thereof, to
undertake control of such Action in the manner provided above in this Section 6.
(d) Contribution. If the indemnification provided for in subsections
------------
(a) or (b) of this Section 6 is unavailable to or insufficient to hold the
indemnified party harmless under subsections (a) or (b) above in respect of any
Losses referred to therein for any reason other than as specified therein, then
the indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such Losses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and such indemnified party on the other in connection with the statements
or omissions which resulted in such Losses, as well as any other relevant
equitable considerations. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by (or omitted to be supplied by) ANTEC or the
Selling Stockholder (or underwriter) and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent
15
<PAGE>
such statement or omission. The amount paid or payable by an indemnified party
as a result of the Losses referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
7. Miscellaneous.
-------------
(a) Notices. All notices, requests, demands, waivers and other
-------
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if delivered personally
or mailed, certified or registered mail with postage prepaid, or sent by telex,
telegram or telecopier, as follows:
(i) if to Investor:
Tele-Communications, Inc.
5619 DTC Parkway
Englewood, Colorado 80111
Attn: Larry Romrell
Facsimile: (303) 488-3200
with a copy similarly addressed: Attention: Legal
Department
and with a copy to:
Sherman & Howard L.L.C.
633 Seventeenth Street
Suite 3000
Denver, Colorado 80202
Attn: Charles Y. Tanabe, Esq.
Facsimile: (303) 298-0940
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<PAGE>
(ii) if to ANTEC:
ANTEC Corporation
2850 West Golf Road
Rolling Meadows, Illinois 60008
Attn: General Counsel
Facsimile: (847) 439-8559
or to such other person or address as any party shall specify by notice in
writing to the other party. Notice of a change of address shall be effective
only upon actual receipt thereof.
(b) Entire Agreement. This Agreement constitutes the entire agreement
----------------
among the parties hereto and supersedes all prior agreements and understandings,
oral and written, between the parties hereto with respect to the subject matter
hereof.
(c) Binding Effect; Benefit. This Agreement shall insure to the
-----------------------
benefit of and be binding upon the parties hereto and their respective
successors and assigns. Nothing in this Agreement, expressed or implied, is
intended to confer on any person other than the parties hereto or their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement, other than rights conferred
upon indemnified persons under Section 6 ad rights conferred upon permitted
Transferees.
(d) Amendment and Modification. This Agreement may be amended or
--------------------------
modified only by an instrument in writing signed by or on behalf of such party
and any other person then a Stockholder. Any term or provision of this Agreement
may be waived in writing at any time by the party which is entitled to the
benefits thereof.
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(e) Section Headings. The section headings contained in this
----------------
Agreement are inserted for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.
(f) Counterparts. This Agreement may be executed in counterparts,
------------
each of which shall be deemed to be an original, and all of which together shall
be deemed to be one and the same instrument.
(g) Applicable Law. This Agreement and the legal relations between
--------------
the parties hereto shall be governed by and construed in accordance with the
laws of the State of Delaware, without regard to the conflict of laws thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
INVESTOR
TCI TSX, Inc.
By:
-------------------------
Its:
--------------------------
ANTEC CORPORATION
By:
-------------------------
Its:
--------------------------
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