SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO-I
(AMENDMENT NO. 3)
TENDER OFFER STATEMENT UNDER SECTION 14(D) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
ARRIS GROUP, INC.
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(Name of Subject Company (Issuer))
ARRIS GROUP, INC.
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(Names of Filing Persons (Offeror))
Certain Outstanding Options to Purchase ARRIS Group, Inc.
Common Stock, par value $.01 per share
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(Title of Class of Securities)
04269Q100
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(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Lawrence A. Margolis
ARRIS GROUP, INC.
11450 Technology Circle
Duluth, Georgia 30097
Telephone: (678) 473-2000
Copy To:
A. Scott Fruechtemeyer, Esq.
Troutman Sanders LLP
600 Peachtree Street, Suite 5200
Atlanta, Georgia 30308
Telephone: (404) 885-3000
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(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$13,170,797 $1,066**
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* Estimated for purposes of calculating the amount of the filing fee
only. This amount assumes that options to purchase 6,226,306 shares of
common stock of ARRIS Group, Inc. will be exchanged and cancelled
pursuant to this offer. The amount of the filing fee is calculated in
accordance with Section 13(e)(3) of the Securities Exchange Act of
1934, as amended, and is based on the product of (i) the approximate
aggregate value of such options as of June 25, 2003 ($13,170,797),
which is calculated based on the Black-Scholes option pricing model,
multiplied by (ii) $80.90 per each $1.0 million of the value of the
transaction.
** Previously paid.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identifying the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Filing Party:
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Form or Registration No.: Date Filed:
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[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]
INTRODUCTORY STATEMENT
This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule TO-I relating to our offer to exchange certain options for shares
of restricted stock upon the terms and subject to the conditions in the Offer
to Exchange dated June 27, 2003. This Amendment No. 3 amends and supplements
the Schedule TO-I originally filed on June 27, 2003, and amended in certain
respects on July 7, 2003 and July 9, 2003.
The responses to the items of the Schedule TO-I, as amended, are
hereby amended and supplemented as follows:
ITEM 10. FINANCIAL STATEMENTS.
The information set forth on page 20 of the Offer to Exchange under
Section 9 ("Information About ARRIS Group, Inc.") is amended to include
immediately following the table entitled "Consolidated Statement of Operations
Data" the following tabular information:
YEARS ENDED DECEMBER 31, THREE MONTHS ENDED
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CONSOLIDATED BALANCE SHEET DATA (AT PERIOD END): 2001 2002 MARCH 31, 2003
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(UNAUDITED)
(in thousands, except per share data)
Working capital(1) $261,058 $173,346 $167,673
Total assets 752,115 563,412 521,996
4.5% convertible subordinated notes due 2003 115,000 23,887 11,537
4.5% convertible subordinated notes due 2008 -- -- 125,000
Long-term debt -- -- 28
Membership interest - Nortel Networks 104,110 114,518 --
Stockholders equity 414,543 320,390 297,151
Book value per share 5.51 3.88 3.97
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(1) As of December 31, 2002 and March 31, 2003, approximately $23.9
million and $11.5 million, respectively, of our outstanding 4.5%
convertible subordinated notes due 2003 were included in working
capital as they were due on May 15, 2003.
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH, 31,
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2000 2001 2002 2002 2003
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Ratios of earnings to fixed charges(a) 2.69 (b) (c) 0.41 1.71
(a) For purposes of the calculation of ratio of earnings to fixed charges,
earnings are defined as pre-tax income (loss) from continuing
operations plus fixed charges. Fixed charges consist of interest
expense on all indebtedness and the estimated interest element of
rental expense.
(b) As a result of the loss for the fiscal year ended December 31, 2001,
earnings did not cover fixed charges by approximately $65.4 million.
(c) As a result of the loss for the fiscal year ended December 31, 2002,
earnings did not cover fixed charges by approximately $143.7 million.
The second paragraph under Section 17 ("Additional Information") of
the Offer to Exchange is deleted in its entirety and replaced with the
following:
We incorporate by reference into this offer to exchange
certain information we filed with the SEC, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is an important
part of this offer to exchange. We incorporate by reference the
following documents previously filed with the SEC:
SIGNATURE
After due 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.
ARRIS GROUP, INC.
Date: July 10, 2003 By: /s/ Lawrence A. Margolis
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Lawrence A. Margolis,
Executive Vice President,
Chief Financial Officer and Secretary