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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
DATED FEBRUARY 3, 2004
of
ARRIS GROUP, INC.
A Delaware Corporation
IRS Employer Identification No. 58-2588724
SEC File Number 001-16631
11450 TECHNOLOGY CIRCLE
DULUTH, GEORGIA 30097
(678) 473-2000
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
99 Press Release issued February 3, 2004.
ITEM 9. REGULATION FD DISCLOSURE.
On February 3, ARRIS Group, Inc. announced in a press release
its intention to redeem in March 2004 $50 million in principal amount of its
4 1/2% Convertible Subordinated Notes due 2008. The press release is furnished
as Exhibit 99.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 3, ARRIS Group, Inc. issued a press release
regarding financial results for the fourth quarter and full year ended December
31, 2003. The press release, which has been attached as Exhibit 99, includes
earnings per share amounts which have been adjusted to exclude, among other
things, amortization of intangibles. Management believes adding back the
non-cash amortization of intangibles provides useful information because it
enables investors to compare to prior period disclosures more readily and
reflects more readily meaningful information on the company's operating
performance. In addition, adjusted earnings per share amounts presented in the
press release excluded the write-off of unamortized fees related to ARRIS' loan
facility that was cancelled in the fourth quarter, litigation damages with
respect to patent infringement judgments, the write-down to market of certain
investments and an early termination fee related to a building lease and
severance costs, and a gain related to the partial realization of ARRIS'
outstanding receivables from Cabovisao. ARRIS believes presenting net income and
earnings per share amounts excluding these highlighted items is appropriate
because such items are not likely to recur regularly or in predictable amounts
and, consequently, presenting net income and earnings per share, excluding such
highlighted items, is meaningful supplemental information for investors.
ARRIS believes that presenting earnings per share amounts adjusted for
the events described herein provides meaningful information which investors want
to know and will allow investors to more easily compare ARRIS' financial
performance period to period. Therefore, ARRIS will continue to provide similar
information in the future with full schedules reconciling the differences
between GAAP and non-GAAP financial measures. As used herein, "GAAP" refers to
accounting principles generally accepted in the United States.
The information in this Form 8-K, and the exhibit hereto, is being
furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such
filing.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
ARRIS GROUP, INC.
By: /s/ Lawrence A. Margolis
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Lawrence A. Margolis
Executive Vice President and
Chief Financial Officer
Dated: February 3, 2004
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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99 Press Release issued February 3, 2004.