UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Dated November 6, 2006
of
ARRIS GROUP, INC.
A Delaware Corporation
IRS Employer Identification No. 58-2588724
Commission File Number 000-31254
3871 Lakefield Drive
Suwanee, Georgia 30024
(678) 473-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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Item 1.01. |
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Entry into a Material Definitive Agreement. |
On November 6, 2006, ARRIS Group, Inc. (the Company) entered into an Underwriting
Agreement (the Underwriting Agreement) with UBS Securities LLC and Deutsche Bank Securities Inc.
(collectively, the Underwriters) for the issuance and sale by the Company of $240.0 million
aggregate principal amount of the Companys 2.00% Convertible Senior Notes due 2026 (the Notes),
pursuant to the Companys effective Registration Statement on Form S-3 (Registration No.
333-138445). The Notes are being sold to the Underwriters at a price of $1,000 per Note, less an
underwriting discount of $26.25 per Note. The Company has also granted the Underwriters an option
to purchase up to an additional $36.0 million aggregate principal amount of Notes solely to cover
over-allotments, if any. The Company expects net proceeds from the sale of the Notes of
approximately $233.0 million, assuming the Underwriters do not exercise their over-allotment
option.
The Notes will be issued pursuant to an Indenture to be entered into between the Company and
The Bank of New York Trust Company, N.A. The offering is expected to close on November 13, 2006
and is subject to customary closing conditions.
A copy of the Underwriting Agreement as been filed with this Current Report as Exhibit 1.1 and
is incorporated herein by reference.
In connection with the issuance and sale by the Company of the Notes, as described in
response to Item 1.01 of this Current Report, the following exhibits are filed with this Current
Report and are incorporated by reference into the Companys Registration Statement (Registration
No. 333-138445) relating to the Notes: (i) the Underwriting Agreement (Exhibit 1.1 to this Current
Report); (ii) Computation of Ratio of Earnings to Fixed Charges (Exhibit 12.1 to this Current
Report); and (iii) certain information relating to Part II, Item 14. Other Expenses of Issuance
and Distribution of the Registration Statement (Exhibit 99.1 to this Current Report).
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Item 9.01. |
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Financial Statements and Exhibits. |
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Exhibit |
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Description of Exhibits |
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1.1 |
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Underwriting Agreement, dated November 6, 2006, by and among ARRIS
Group, Inc., UBS Securities LLC and Deutsche Bank Securities Inc. |
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12.1 |
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Computation of Ratio of Earnings to Fixed Charges |
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99.1 |
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Information relating to Part II, Item 14. Other Expenses of
Issuance and Distribution of the Registration Statement
(Registration No. 333-138445) |