SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13d-101)
(Amendment No. 7)
ARRIS Group, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
--------------------------------------
(Title of Class of Securities)
04269Q100
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(CUSIP Number)
Deborah J. Noble
Corporate Secretary
Nortel Networks Corporation
8200 Dixie Road, Suite 100
Brampton, Ontario L6T 5P6
Canada
(905) 863-1103
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 25, 2003
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(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(e), 13d-1(f) or 13d-1(g), check the following
box: |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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 the
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 (the "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).
(Page 1 of 11 Pages)
CUSIP NO. 04269Q100 Page 2 of 11 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nortel Networks Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
Not Applicable
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7. SOLE VOTING POWER
14,000,000 shares
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8. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 0 shares
EACH REPORTING PERSON ---------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
14,000,000 shares
---------------------------------------
10. SHARED DISPOSITIVE POWER
0 shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,000,000 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%
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14. TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 04269Q100 Page 3 of 11 Pages
AMENDMENT NO. 7
TO
SCHEDULE 13D
This Amendment No. 7 amends the Statement on Schedule 13D filed on August
13, 2001, by and on behalf of Nortel Networks Corporation with respect to its
beneficial ownership of common stock, par value $.01 per share ("Arris Group
Common Stock"), of Arris Group, Inc. (f/k/a Broadband Parent Corporation), a
Delaware corporation ("Arris Group"), as amended by Amendment No. 1 to Schedule
13D filed on June 11, 2002, Amendment No. 2 to Schedule 13D filed on June 21,
2002, Amendment No. 3 to Schedule 13D filed on June 25, 2002, Amendment No. 4 to
Schedule 13D filed on March 13, 2003, Amendment No. 5 to Schedule 13D filed on
March 19, 2003 and Amendment No. 6 to Schedule 13D filed on March 25, 2003 (as
amended, the "Statement"). The Statement, as amended by this Amendment No. 7 is
referred to herein as "Schedule 13D." This Schedule 13D is filed to report,
among other things, that Arris Group filed a registration statement on Form S-3
(Registration No. 333-107325) with respect to the sale by Nortel Networks Inc.
of up to 14,000,000 shares of Arris Group Common Stock. Capitalized terms used
and not defined herein have the meanings set forth in the Statement.
With respect to Items 2, 4, 5 and 6 of this Schedule 13D, the Schedule I to
the Statement is hereby replaced with the Schedule I attached hereto.
Item 4. Purpose of Transaction.
----------------------
The tenth paragraph of Item 4 of the Statement is hereby amended and
restated to read in its entirety as follows:
On March 20, 2003, in accordance with the terms of the Stock Option
Agreement, Arris Group exercised the Stock Option for 8,000,000 shares of Arris
Group Common Stock at an exercise price per share equal to $3.50. On March 24,
2003, Nortel Networks Inc. consummated the sale of 8,000,000 shares of Arris
Group Common Stock to Arris Group for an aggregate consideration of $28,000,000.
Pursuant to the terms of the Stock Option Agreement, there was also a reduction
in the forgiveness of the Class B Return equal to 50% of the product of (a) the
difference between $4.00 per share and the exercise price per share ($3.50),
multiplied by (b) the number of shares of Arris Group Common Stock acquired upon
exercise (8,000,000). Accordingly, the amount of this forgiveness was reduced by
$2,000,000, which amount was wired to Nortel Networks on March 24, 2003. As
described in Item 6 of this Schedule 13D, the Stock Option expired by its terms
on June 30, 2003.
The final paragraph of Item 4 of the Statement is hereby deleted in its
entirety and the following paragraphs shall be inserted in lieu thereof:
On July 25, 2003, Arris Group filed a registration statement on Form S-3
(Registration No. 333-107325) (the "July 2003 Registration Statement") with
respect to the sale by Nortel Networks Inc. of up to 14,000,000 shares of Arris
Group Common Stock as a result of the exercise of certain demand registration
rights as described in Item 6 of the Statement, which is incorporated herein by
reference. The shares of Arris Group Common Stock registered under
CUSIP NO. 04269Q100 Page 4 of 11 Pages
the July 2003 Registration Statement may be sold by Nortel Networks Inc., or its
pledgees, assignees, donees, distributes, transferees, or any other successors
in interest to any or all of the shares of Arris Group Common Stock, from time
to time directly to purchasers or through agents, underwriters or dealers on any
stock exchange or automated interdealer quotation system on which the shares of
Arris Group Common Stock are listed, in the over-the-counter market, in
privately negotiated transactions or otherwise. These sales may be at fixed
prices that may be changed, at market prices prevailing at the time of sale, at
prices related to prevailing market prices or at prices otherwise negotiated.
Except as set forth in this Schedule 13D, the Reorganization Agreement, the
Arris LLC Operating Agreement, the S-3 Registration Statement, the Prospectus
Supplement, the Option Agreement, the Underwriting Agreement, the Stock Option
Agreement, the Master Securities Loan Agreement, the March Prospectus Supplement
and the July 2003 Registration Statement, neither Nortel Networks Corporation
nor, to the best of Nortel Networks Corporation's knowledge, any of the
individuals named in Schedule I hereto has any plans or proposals which related
to or which would result in or relate to any of the actions specified in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
The first paragraph of Item 5(a) of the Statement is hereby amended and
restated to read in its entirety as follows:
(a) Nortel Networks Corporation is the beneficial owner of 14,000,000
shares of Arris Group Common Stock, representing approximately 18.7% of the
Arris Group Common Stock issued and outstanding.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
------------------------------------------------------------------------
Securities of Arris Group.
-------------------------
The last paragraph describing the Stock Option Agreement in Item 6 of the
Statement is hereby deleted in its entirety and the following paragraph shall be
inserted in lieu thereof:
On March 20, 2003, in accordance with the terms of the Stock Option
Agreement, Arris Group exercised the Stock Option for 8,000,000 shares of Arris
Group Common Stock at an exercise price per share equal to $3.50. On March 24,
2003, Nortel Networks Inc. consummated the sale of 8,000,000 shares of Arris
Group Common Stock to Arris Group for an aggregate consideration of $28,000,000.
Pursuant to the terms of the Stock Option Agreement, there was also a reduction
in the forgiveness of the Class B Return equal to 50% of the product of (a) the
difference between $4.00 per share and the exercise price per share ($3.50),
multiplied by (b) the number of shares of Arris Group Common Stock acquired upon
exercise (8,000,000). Accordingly, the amount of this forgiveness was reduced by
$2,000,000, which amount was wired to Nortel Networks on March 24, 2003. On June
30, 2003, pursuant to the terms of the Stock Option Agreement, the Stock Option
expired. A copy of the Stock Option Agreement is filed as Exhibit 9 to the
Statement and incorporated herein by reference.
CUSIP NO. 04269Q100 Page 5 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: July 25, 2003 NORTEL NETWORKS CORPORATION
By: /s/ Katharine B. Stevenson
------------------------------------------
Katharine B. Stevenson
Treasurer
By: /s/ Gordon Davies
------------------------------------------
Gordon Davies
Assistant Secretary
CUSIP NO. 04269Q100 Page 6 of 11 Pages
SCHEDULE I
NORTEL NETWORKS CORPORATION
AND
NORTEL NETWORKS LIMITED
DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN NON-EXECUTIVE BOARD APPOINTED OFFICERS
The name, citizenship, present principal occupation or employment, and the
name of any corporation or other organization in which such employment is
conducted, of each of the directors, executive officers and certain
non-executive board appointed officers of Nortel Networks Corporation and Nortel
Networks Limited is set forth below. Unless otherwise indicated below, the
business address of each director, executive officer and certain non-executive
board appointed officers is Nortel Networks Corporation and Nortel Networks
Limited, 8200 Dixie Road, Suite 100, Brampton, Ontario L6T 5P6, Canada.
PRESENT PRINCIPAL
NAME AND CITIZENSHIP OCCUPATION OR EMPLOYMENT
Directors
---------
Blanchard, James J. Piper Rudnick
American 901-15th Street, N.W., Suite 700
Washington, DC 20005-2301 U.S.A.
Brown, Robert E. Chairman of the Board
Canadian/British Air Canada
Air Canada Center
7373 Cote Vertu West
Montreal, Quebec
Canada H4Y 1H4
Cleghorn, John E. Chairman of the Board
Canadian SNC-Lavalin Group Inc.
200 Bay Street, South Tower, Suite 3115
Royal Bank Plaza
Toronto, Ontario M5J 2J5 Canada
Dunn, Frank A. President and Chief Executive Officer
Canadian Nortel Networks Corporation and
Nortel Networks Limited
Fortier, L. Yves Chairman and Senior Partner
Canadian Ogilvy Renault
1981 McGill College Avenue, 12th Floor
Montreal, Quebec H3A 3C1 Canada
CUSIP NO. 04269Q100 Page 7 of 11 Pages
Ingram, Robert A. Vice Chairman Pharmaceuticals
American GlaxoSmithKline
5 Moore Drive
Research Triangle Park, N.C. 27709 U.S.A.
Owens, William A. Chief Executive Officer and Chairman of the Board
American Teledesic LLC
3740 Carillon Point
Kirkland, WA 98033 U.S.A.
Saucier, Guylaine 1321 Sherbrooke Street West, Suite C-61
Canadian Montreal, Quebec H3G 1J4 Canada
Smith, Jr., Sherwood H. Chairman Emeritus of the Board
American CP&L
One Hanover Square Building
421 Fayetteville Street Mall
Raleigh, N.C. 27601-1748 U.S.A.
Wilson, Lynton R. Chairman of the Board
Canadian CAE Inc.
483 Bay Street, Floor 7, North Tower
Toronto, Ontario M5G 2C9 Canada
Chairman of the Board of Nortel Networks Corporation
and Nortel Networks Limited
Officers
--------
Dunn, Frank A. President and Chief Executive Officer
Canadian
Beatty, Douglas C. Chief Financial Officer
Canadian
DeRoma, Nicholas J. Chief Legal Officer
American
Mumford, D. Gregory Chief Technology Officer
Canadian 3500 Carling Avenue
Nepean, Ontario
K2H 8E9 Canada
Debon, Pascal President, Wireless Network
French 2221 Lakeside Boulevard
Richardson, Texas
75082-4399 U.S.A.
CUSIP NO. 04269Q100 Page 8 of 11 Pages
Bolouri, Chahram President, Global Operations
Canadian
McFadden, Brian W. President, Optical Networks
Canadian 2351 Boulevard Alfred-Nobel
St. Laurent, Quebec
H4S 2A9 Canada
Pusey, Stephen C. President, Europe, Middle East and Africa
U.K. Maidenhead Office Park,
Westacott Way
Maidenhead, Berkshire
SL6 3QH England
Spradley, Susan L. President, Wireline Networks
American 2221 Lakeside Boulevard
Richardson, Texas
75082-4399 U.S.A.
Tariq, Masood A. President, Global Alliances
Canadian/American 4006 E. Chapel Hill-Nelson Highway
Research Triangle Park, North Carolina
27709 U.S.A.
Donovan, William J. Senior Vice-President, Human Resources
American
Gollogly, Michael J. Controller
Canadian/U.K.
Donoghue, Adrian J.* General Auditor
Canadian
Stevenson, Katharine B. Treasurer
Canadian/American
Noble, Deborah J.* Corporate Secretary
Canadian
Schilling, Steven L. President, Enterprise Accounts
American 4006 E. Chapel Hill-Nelson Highway
Research Triangle Park, North Carolina
27709 U.S.A.
Doolittle, John M.* Vice-President, Tax
Canadian
CUSIP NO. 04269Q100 Page 9 of 11 Pages
Morrison, Blair F.* Assistant Secretary
Canadian
Pahapill, MaryAnne E.* Assistant Treasurer
Canadian
Collins, Malcolm K. President, Enterprise Networks
U.K. 4006 E. Chapel Hill-Nelson Highway
Research Triangle Park, North Carolina
27709 U.S.A.
Hitchcock, Albert R.* Chief Information Officer
U.K. 4006 E. Chapel Hill-Nelson Highway
Research Triangle Park, North Carolina
27709 U.S.A.
Mao, Robert Yu Lang President and Chief Executive Officer, Greater China
American 11/f, Tower 3
Sun Dong An Plaza
138 Wang Fu Jing Da Jie
Beijing, 100006 China
Joannou, Dion C. President, CALA
American 1500 Concord Terrace
Sunrise, Florida 33323 U.S.A.
Davies, Gordon* Assistant Secretary
Canadian
Giamatteo, John J. President, Asia Pacific
American Gate City Ohsaki, East Tower
9F 1-11-2 Ohsaki
Shinagawa-Ku, Tokyo
141-8411 Japan
*Non-executive board appointed officers
CUSIP NO. 04269Q100 Page 10 of 11 Pages
DIRECTORS, EXECUTIVE OFFICERS AND NON-EXECUTIVE
BOARD APPOINTED OFFICERS OF
NORTEL NETWORKS INC.
The name, citizenship, present principal occupation or employment, and the
name of any corporation or other organization in which such employment is
conducted, of each of the directors, executive officers and non-executive board
appointed officers of Nortel Networks Inc. is set forth below. Unless otherwise
indicated below, the business address of each director, executive officer and
non-executive board appointed officer is Nortel Networks Inc., 220 Athens Way,
Nashville, Tennessee 37228 USA.
PRESENT PRINCIPAL
NAME AND CITIZENSHIP OCCUPATION OR EMPLOYMENT
Directors
---------
Cross, Mary M. President, Nortel Networks Inc.
American 4008 E. Chapel Hill-Nelson Highway
Research Triangle Park, N.C. 27709 U.S.A.
Stevenson, Katharine B. Treasurer, Nortel Networks Corporation and
Canadian/American Nortel Networks Limited
8200 Dixie Road, Suite 100
Brampton, Ontario L6T 5P6 Canada
Officers
--------
Cross, Mary M. President
American 4008 E. Chapel Hill-Nelson Highway
Research Triangle Park, N.C. 27709 U.S.A.
Egan, Lynn C.* Assistant Secretary
American
Gigliotti, Thomas A.* Assistant Secretary
American 4001 E. Chapel Hill-Nelson Highway
Research Triangle Park, N.C. 27709 U.S.A.
Higginbotham, Ernest R.* Assistant Secretary
American 2221 Lakeside Blvd.
Richardson, TX 75082-4399 U.S.A.
Knudsen, Paul T.* Assistant Secretary
Canadian 2221 Lakeside Blvd.
Richardson, TX 75082-4399 U.S.A.
CUSIP NO. 04269Q100 Page 11 of 11 Pages
Krebs, Laurie Vice President, Tax
American 4001 E. Chapel Hill-Nelson Highway
Research Triangle Park, N.C. 27709 U.S.A.
LaSalle, William J.* Secretary
American Nortel Networks Limited
8200 Dixie Road, Suite 100
Brampton, Ontario L6T 5P6 Canada
Lester, Monica L. Treasurer
American
Noble, Deborah J.* Corporate Secretary
Canadian Nortel Networks Corporation and
Nortel Networks Limited
Assistant Secretary, Nortel Networks Inc.
8200 Dixie Road, Suite 100
Brampton, Ontario L6T 5P6 Canada
Stout, Allen K. Vice President, Finance
American
* Non-executive board appointed officers