SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13d-101)
(Amendment No. 4)
ARRIS Group, Inc.
-----------------
(Name of Issuer)
Common Stock, $.01 par value per share
--------------------------------------
(Title of Class of Securities)
04269Q100
---------
(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)
March 11, 2003
--------------
(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 18 Pages)
CUSIP NO. 04269Q100 Page 2 of 18 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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NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 22,000,000 shares
----------------------------------------------------
8. SHARED VOTING POWER
0 shares
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9. SOLE DISPOSITIVE POWER
22,000,000 shares
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0 shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,000,000 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)
26.6%
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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 18 Pages
AMENDMENT NO. 4
TO
SCHEDULE 13D
This Amendment No. 4 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 and Amendment No. 3 to Schedule 13D filed on June 25, 2002 (as amended, the
"Statement"). The Statement, as amended by this Amendment No. 4, is referred to
herein as "Schedule 13D." This Schedule 13D is filed to report, among other
things, that Nortel Networks Inc., as the successor in interest to Nortel
Networks LLC (which was merged with and into Nortel Networks Inc. as of December
31, 2002), Arris Interactive L.L.C. and Arris Group have entered into a letter
agreement (the "Stock Option Agreement") pursuant to which Nortel Networks Inc.
has granted Arris Group an option to purchase shares of its Arris Group Common
Stock and the parties thereto have agreed to modify certain provisions of the
Option Agreement and the Arris LLC Operating Agreement. In addition, Nortel
Networks Inc. entered into a Master Securities Loan Agreement with CIBC World
Markets Corp. ("CIBC"). 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 1. SECURITY AND ISSUER.
-------------------
The second paragraph of Item 1 of the Statement is hereby amended
and restated to read as follows:
The 22,000,000 shares of Arris Group Common Stock beneficially owned
by Nortel Networks Corporation are held of record by Nortel Networks Inc., a
Delaware corporation and successor in interest to Nortel Networks LLC, a
Delaware limited liability company which, as of December 31, 2002, merged with
and into Nortel Networks Inc. Nortel Networks Inc. in turn is a wholly owned
subsidiary of Nortel Networks Limited, a Canadian corporation and a wholly owned
subsidiary of Nortel Networks Corporation, a Canadian corporation. Nortel
Networks Corporation and the above referenced affiliates are sometimes
collectively referred to herein as "Nortel Networks."
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
Item 3 of the Statement is hereby amended and restated to read in
its entirety as follows:
The 22,000,000 shares of Arris Group Common Stock were acquired by
Nortel Networks LLC in exchange for, among other consideration, its then
existing membership interest in Arris Interactive L.L.C. ("Arris LLC"), a
Delaware limited liability company and a joint
CUSIP NO. 04269Q100 Page 4 of 18 Pages
venture of Nortel Networks LLC and Arris International, Inc. (f/k/a ANTEC
Corporation), a Delaware corporation ("ANTEC"). As of December 31, 2002, Nortel
Networks LLC was merged with and into Nortel Networks Inc. Accordingly, such
shares of Arris Group Common Stock are held of record by Nortel Networks Inc.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
The second paragraph of Item 4 of the Statement is hereby amended
and restated to read in its entirety as follows:
On August 3, 2001, Nortel Networks LLC, ANTEC and Arris Group
entered into a second amended and restated limited liability company operating
agreement for Arris LLC (the "Arris LLC Operating Agreement") pursuant to which
Nortel Networks LLC received a new membership interest in Arris LLC (the "New
Membership Interest") with a face amount of $100,000,000. The New Membership
Interest would have become redeemable in approximately four quarterly
installments commencing February 3, 2002 had Arris Group met certain
availability and other tests under its revolving credit facility at that time.
According to Arris Group, the availability tests were not met during 2002 and,
as a result, Arris LLC has not redeemed any of Nortel Networks' New Membership
Interest. As of December 31, 2002, the balance of the New Membership Interest
was approximately $114,500,000.
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 March 11, 2003, Nortel Networks Inc., Arris Group and Arris LLC
entered into the Stock Option Agreement pursuant to which Nortel Networks Inc.
granted to Arris Group, for consideration of $1.00, an option (the "Stock
Option") to purchase in cash, from time to time (but in no event on more than
four occasions and in each event for at least 1,000,000 shares of Arris Group
Common Stock) up to an aggregate of 16,000,000 shares of Arris Group Common
Stock. The exercise price per share of the Stock Option will be equal to 90% of
either: (i) in the event that the exercise occurs within seven calendar days of
the closing of the Note Offering (as defined below), the closing price on the
Nasdaq National Market System for shares of Arris Group Common Stock on the date
that the Note Offering is priced; and (ii) otherwise, the five trading day
weighted average price of the shares of Arris Group Common Stock immediately
preceding the date of exercise. The Stock Option Agreement provides that,
notwithstanding the foregoing, the exercise price shall not be less than $4.00
per share of Arris Group Common Stock, except that with respect to 8,000,000
shares of Arris Group Common Stock the exercise price may be less than $4.00 per
share of Arris Group Common Stock but not less than $3.50 per share of Arris
Group Common Stock, provided that to the extent that the exercise price for any
shares is between $3.50 and $4.00 per share, there shall be a reduction in the
forgiveness of the Class B Return (as defined in the Arris LLC Operating
Agreement) equal to 50% of the amount by which the aggregate exercise price for
all exercises is less than $4.00 per share of Arris Group Common Stock (the
"Class B Reduction"). Please see the description of the Stock Option Agreement
in Item 6 of this Schedule 13D, which is incorporated herein by reference.
CUSIP NO. 04269Q100 Page 5 of 18 Pages
On March 11, 2003, Nortel Networks Inc. and CIBC entered into a
Master Securities Loan Agreement (the "Master Securities Loan Agreement")
pursuant to which CIBC may from time to time borrow up to 6,000,000 shares of
Arris Group Common Stock from Nortel Networks Inc. subject to certain
restrictions and with the agreement of Nortel Networks Inc. Such shares may be
offered directly to one or more purchasers of convertible subordinated notes of
Arris Group (the "Convertible Notes") sold in connection with the private
placement of convertible subordinated notes due 2008 currently being proposed by
Arris Group (the "Note Offering") at negotiated prices, at market prices
prevailing at the time of sale of the shares of Arris Group Common Stock or at
prices related to such market prices, in connection with CIBC's market-making
activities. Please see the description of the Master Securities Loan Agreement
in Item 6 of this Schedule 13D, which is incorporated herein by reference.
Pursuant to the S-3 Registration Statement, Nortel Networks LLC
previously sold 15,000,000 shares of Arris Group Common Stock. On March 12,
2003, pursuant to Rule 424(b)(3) of the Securities Act, Arris Group filed a
prospectus supplement (the "March Prospectus Supplement") relating to 6,000,000
shares of Arris Group Common Stock not previously sold under the S-3
Registration Statement. The March Prospectus Supplement was filed in connection
with Nortel Networks' loan of up to 6,000,000 shares of Arris Group Common Stock
to CIBC in accordance with the terms of the Master Securities Loan Agreement.
Except as set forth in this Schedule 13D, the Arris LLC Operating
Agreement, the S-3 Registration Statement, the Prospectus Supplement, the
Underwriting Agreement, the Stock Option Agreement, the Master Securities Loan
Agreement and the March Prospectus Supplement, 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.
------------------------------------
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
22,000,000 shares of Arris Group Common Stock, representing approximately 26.6%
of the Arris Group Common Stock issued and outstanding.
Except as set forth in this Item 5, neither Nortel Networks
Corporation nor, to the best of Nortel Networks Corporation's knowledge, any of
the individuals named in Schedule I hereto beneficially owns any shares of Arris
Group Common Stock.
CUSIP NO. 04269Q100 Page 6 of 18 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF ARRIS GROUP.
------------------------------------------------------------
The last paragraph in the paragraphs describing Directors; Voting of
Shares in Item 6 of the Statement is hereby amended and restated to read in its
entirety as follows:
One of the Investor Nominees of Nortel Networks is currently Randy
K. Dodd, President of the Sales-IXC-Regional Accounts for Nortel Networks. As a
result of the resignation of Susan Spradley, effective February 24, 2003, the
Arris Group board of directors seat held by the other Investor Nominee of Nortel
Networks is currently vacant. Nortel Networks has nominated Kenneth Pecot to
fill the vacancy resulting from Ms. Spradley's resignation.
The last two paragraphs of Item 6 of the Statement are hereby
deleted in their entirety and the following paragraphs shall be inserted in
place thereof:
STOCK OPTION AGREEMENT. Pursuant to the Stock Option Agreement,
Nortel Networks Inc. granted to Arris Group, for consideration of $1.00, the
Stock Option. The exercise price per share of the Stock Option will be equal to
90% of either: (i) in the event that the exercise occurs within seven calendar
days of the closing of the Note Offering, the closing price on the Nasdaq
National Market System for shares of Arris Group Common Stock on the date that
the Note Offering is priced; and (ii) otherwise, the five trading day weighted
average price of the shares of Arris Group Common Stock immediately preceding
the date of exercise. The Stock Option Agreement provides that, notwithstanding
the foregoing, the exercise price shall not be less than $4.00 per share of
Arris Group Common Stock, except that with respect to 8,000,000 shares of Arris
Group Common Stock the exercise price may be less than $4.00 per share of Arris
Group Common Stock but not less than $3.50 per share of Arris Group Common
Stock, provided that to the extent that the exercise price for any shares is
between $3.50 and $4.00 per share of Arris Group Common Stock, there shall be a
reduction in the forgiveness of the Class B Return equal to the Class B
Reduction.
In addition, the Stock Option Agreement provides that the Stock
Option will terminate upon the earliest of (i) March 31, 2003, in the event that
the Note Offering does not close by such date, (ii) June 30, 2003, and (iii) at
Nortel Networks Inc.'s election, on the occurrence of a change in control, a
material change in Arris Group's business, or the commencement of a third-party
tender offer for shares of Arris Group Common Stock. The Stock Option may be
exercised only if (i) the Note Offering has closed, (ii) the Option (as defined
in the Option Agreement) has been exercised in full, (iii) Arris LLC is not in
breach of that certain settlement and release agreement between Nortel Networks
Inc. and Arris LLC dated as of March 11, 2003, and (iv) Arris Group has obtained
all necessary consents under its credit agreement.
Pursuant to the terms of the Stock Option Agreement, in the event
the Note Offering closes by March 31, 2003, Arris LLC or one of its affiliates
agrees to exercise in full the Option, thus redeeming in full Nortel Networks'
New Membership Interest in Arris LLC. In the event the Note Offering closes by
March 31, 2003 and the New Membership Interest is redeemed in full, Nortel
Networks Inc. has agreed to forgive a portion of the Class B Return equal to (i)
CUSIP NO. 04269Q100 Page 7 of 18 Pages
$7,500,000 (i.e., the net amount of forgiveness after the 21% discount provided
for in the Option Agreement would be $5,925,000), minus (ii) the Class B
Reduction. A copy of the Stock Option Agreement is filed as Exhibit 9 to this
Schedule 13D and incorporated herein by reference.
REGISTRATION RIGHTS LETTER AGREEMENT. On March 11, 2003, Nortel
Networks Inc. and Arris Group entered into a letter agreement (the "Registration
Rights Letter Agreement"), pursuant to which the parties have memorialized
certain agreements that have been reached with respect to the Registration
Rights Agreement. The Registration Rights Letter Agreement provides as follows:
(i) limitations in the Registration Rights Agreement relating to the size and
timing of registrations shall not apply to any shares of Arris Group Common
Stock loaned pursuant to the Master Securities Loan Agreement (the "Covered
Shares"); (ii) any shares that are returned pursuant to the Master Securities
Loan Agreement shall constitute Registrable Shares (as defined in the
Registration Rights Agreement); (iii) Nortel Networks shall be entitled to have
the Covered Shares registered or reregistered; and (iv) notwithstanding any
limitations contained in the Registration Rights Agreement, if at any time the
residual Registrable Shares held by Nortel Networks Inc. is less than 5% of the
then outstanding shares of Arris Group Common Stock, Nortel Networks Inc. shall
be entitled to cause Arris Group to effect a single registration under the
Registration Rights Agreement of all (but not less than all) of the residual
Registrable Shares, provided that Nortel Networks Inc. is not then entitled to
sell such amount pursuant to Rule 144(e)(1) of the Securities Act.
In addition, pursuant to the terms of the Registration Rights Letter
Agreement, Arris Group acknowledges that the transactions contemplated by the
Master Securities Loan Agreement are not inconsistent with the Investor Rights
Agreement, and that Nortel Networks Inc. shall be deemed to beneficially own the
Covered Shares for purposes of the Investor Rights Agreement while such shares
are loaned under the Master Securities Loan Agreement. A copy of the
Registration Rights Letter Agreement is filed as Exhibit 10 to this Schedule 13D
and incorporated herein by reference.
CIBC LOCK-UP AGREEMENT. On March 11, 2003, Nortel Networks Inc. and
CIBC entered into a Lock-Up Agreement (the "CIBC Lock-Up Agreement") pursuant to
which Nortel Networks Inc. has agreed that without the prior consent of CIBC,
which shall not be unreasonably withheld, Nortel Networks Inc. will not, during
the period ending 90 days after the date of the offering circular relating to
the Note Offering (the "CIBC Lock-Up Period"), (i) offer, pledge, announce the
intention to sell, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase or otherwise transfer or dispose of, directly or indirectly,
any shares of Arris Group Common Stock or any securities convertible into or
exercisable or exchangeable for Arris Group Common Stock other than (A) as a
bona fide gift or bona fide gifts; provided, however, that the recipient of such
bona fide gift or gifts shall execute and be bound by the terms of the CIBC
Lock-Up Agreement, or (B) the sale of any shares of Arris Group Common Stock
acquired upon exercise of options granted under Arris Group's stock option or
stock incentive plans that would otherwise expire during the CIBC Lock-Up
Period, or (ii) enter into any swap or other agreement that transfers, in whole
or in part, any of the economic consequences of ownership of Arris Group Common
Stock, whether any such transaction described in clause (i) or (ii) above is to
be settled by delivery of Arris Group Common Stock or such other securities, in
cash or otherwise.
CUSIP NO. 04269Q100 Page 8 of 18 Pages
Notwithstanding the foregoing, the terms of the CIBC Lock-Up
Agreement do not prohibit Nortel Networks from (i) entering into the Stock
Option Agreement, or selling any shares of Arris Group Common Stock upon one or
more exercises of the Stock Option, (ii) loaning shares of Arris Group Common
Stock to CIBC pursuant to the Master Securities Loan Agreement, (iii) the making
of any demand for or the exercising of any right with respect to the
registration of up to 6,000,000 shares of Arris Group Common Stock or any
security convertible into or exercisable or exchangeable for Arris Group Common
Stock, or (iv) the announcement or disclosure of any of the foregoing as
required by law. A copy of the CIBC Lock-Up Agreement is filed as Exhibit 11 to
this Schedule 13D and incorporated herein by reference.
LOCK-UP LETTER AGREEMENT. On March 11, 2003, Nortel Networks Inc.
and Liberty ANTC, Inc. entered into a letter agreement (the "Lock-Up Letter
Agreement"), pursuant to which the parties memorialized certain agreement that
have been reached with respect to the Lock-Up Agreement. The Lock-Up Letter
Agreement permits Nortel Networks Inc. to loan shares of Arris Group Common
Stock pursuant to the Master Securities Loan Agreement and exercise registration
rights with respect to shares of Arris Group Common Stock returned to Nortel
Networks Inc. pursuant to the Master Securities Loan Agreement. A copy of the
Lock-Up Letter Agreement is filed as Exhibit 12 to this Schedule 13D and
incorporated herein by reference.
MASTER SECURITIES LOAN AGREEMENT. Pursuant to the Master Securities
Loan Agreement, CIBC may from time to time borrow up to 6,000,000 shares of
Arris Group Common Stock from Nortel Networks Inc. subject to certain
restrictions and with the agreement of Nortel Networks Inc. Such shares may be
offered directly to one or more purchasers of the Convertible Notes sold in
connection with the Note Offering at negotiated prices, at market prices
prevailing at the time of sale of the shares of Arris Group Common Stock or at
prices related to such market prices, in connection with CIBC's market-making
activities. The availability of the shares of Arris Group Common Stock under the
Master Securities Loan Agreement, if any, at any time is not assured and any
such availability does not assure market-making activity with respect to the
Convertible Notes and any market-making actually engaged in by CIBC may cease at
any time. A copy of the Master Securities Loan Agreement is filed as Exhibit 13
to this Schedule 13D and incorporated herein by reference.
The foregoing summaries of the Reorganization Agreement, the
Investor Rights Agreement, the Arris LLC Operating Agreement, the Registration
Rights Agreement, the Lock-Up Agreement, the Option Agreement, the Underwriting
Agreement, the Stock Option Agreement, the Registration Rights Letter Agreement,
the CIBC Lock-Up Agreement, the Lock-Up Letter Agreement and the Master
Securities Loan Agreement do not purport to be complete and are qualified in
their entirety by reference to the text of such agreements incorporated by
reference herein.
Except as provided in the Reorganization Agreement, the Investor
Rights Agreement, the Arris LLC Operating Agreement, the Registration Rights
Agreement, the Lock-Up Agreement, the Option Agreement, the Underwriting
Agreement, the Stock Option Agreement, the Registration Rights Letter Agreement,
the CIBC Lock-Up Agreement, the Lock-Up Letter Agreement or the Master
Securities Loan Agreement or as set forth in this Schedule 13D, neither Nortel
Networks Corporation nor, to the best of Nortel Networks
CUSIP NO. 04269Q100 Page 9 of 18 Pages
Corporation's knowledge, any of the individuals named in Schedule I hereto has
any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of Arris Group,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Item 7 of the Statement is hereby amended to include the following
paragraphs:
Exhibit 9 Letter Agreement, dated as of March 11, 2003, among
Nortel Networks Inc., Arris Interactive L.L.C. and Arris
Group, Inc.
Exhibit 10 Letter Agreement, dated as of March 11, 2003, by and
between Nortel Networks Inc. and Arris Group, Inc.
Exhibit 11 Lock-Up Agreement, dated as of March 11, 2003, by and
between Nortel Networks Inc. and CIBC World Markets
Corp.
Exhibit 12 Letter Agreement, dated as of March 11, 2003, by and
between Nortel Networks Inc. and Liberty ANTC, Inc.
Exhibit 13 Master Securities Loan Agreement, dated as of March 11,
2003, by and between Nortel Networks Inc. and CIBC World
Markets Corp.
CUSIP NO. 04269Q100 Page 10 of 18 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: March 13, 2003 NORTEL NETWORKS CORPORATION
By: /s/ Douglas Beatty
-----------------------------------
Douglas Beatty
Chief Financial Officer
By: /s/ Gordon Davies
-----------------------------------
Gordon Davies
Assistant Secretary
CUSIP NO. 04269Q100 Page 11 of 18 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 officers 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. Director
Canadian/British Nortel Networks Corporation and
Nortel Networks Limited
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
Ingram, Robert A. Vice Chairman Pharmaceuticals
GlaxoSmithKline plc
5 Moore Drive
Research Triangle Park, N.C. 27709 U.S.A.
CUSIP NO. 04269Q100 Page 12 of 18 Pages
Owens, William A. Co-Chief Executive Officer and Vice Chairman
American Teledesic LLC
1445 120th Avenue N.E.
Bellevue, WA 98005 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
411 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 2E1 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
Debon, Pascal President, Wireless Network
French
Bolouri, Chahram President, Global Operations
Canadian
McFadden, Brian W. President, Optical Networks
Canadian
Donahee, Gary R. President, Americas
American
CUSIP NO. 04269Q100 Page 13 of 18 Pages
Pusey, Stephen C. President, Europe, Middle East and Africa
U.K.
Spradley, Susan President, Wireline Networks
American
Tariq, Masood A. President, Global Alliances
Canadian/American
Donovan, William J. Senior Vice-President, Human Resources
American
Gollogly, Michael J. Controller
Canadian
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
Mezon, Linda F.* Assistant Controller
Canadian/American
Doolittle, John M.* Vice-President, Tax
Canadian
Morrison, Blair F.* Assistant Secretary
Canadian
Pahapill, MaryAnne E.* Assistant Treasurer
Canadian
Collins, Malcolm K. President, Enterprise Networks
U.K.
Hitchcock, Albert R.* Chief Information Officer
U.K.
Mao, Robert President and Chief Executive Officer,
American Greater China
CUSIP NO. 04269Q100 Page 14 of 18 Pages
Joannou, Dion President, CALA
American
Davies, Gordon* Assistant Secretary
Canadian
Giamatteo, John J. President, Asia Pacific
American
* Non-executive board appointed officers
CUSIP NO. 04269Q100 Page 15 of 18 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 officers is Nortel Networks Inc., 200
Athens Way, Nashville, Tennessee 37228-1397 USA.
PRESENT PRINCIPAL
NAME AND CITIZENSHIP OCCUPATION OR EMPLOYMENT
Directors
---------
Cross, Mary M. President, Nortel Networks Inc.
American
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
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 5405 Windward Parkway
Alpharetta, GA 30004 U.S.A.
Krebs, Laurie Vice President, Tax
American 4001 E. Chapel Hill-Nelson Highway
Research Triangle Park, N.C. 27709 U.S.A.
CUSIP NO. 04269Q100 Page 16 of 18 Pages
LaSalle, William J.* Secretary
American Nortel Networks Limited
8200 Dixie Road, Suite 100
Brampton, Ontario L6T 5P6 Canada
Lester, Monica L. Treasurer
American
Morfe, Claudio* Assistant Secretary
American 880 Technology Park
Billerica, MA 01821 U.S.A.
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 Vice President, Finance
American
* Non-executive board appointed officers
CUSIP NO. 04269Q100 Page 17 of 18 Pages
Exhibits/Index
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Exhibit 1 -- Second Amended and Restated Limited Liability Company Agreement
of Arris Interactive L.L.C., dated as of August 3, 2001, among
Arris International, Inc. (f/k/a ANTEC Corporation), Arris Group,
Inc. and Nortel Networks LLC (incorporated herein by reference to
the Reporting Person's Statement on Schedule 13D, dated August 3,
2001, filed with the Securities and Exchange Commission on August
13, 2001).
Exhibit 2 -- Agreement and Plan of Reorganization, dated as of October 18,
2000, among ANTEC Corporation, Broadband Parent Corporation,
Broadband Transition Corporation, Nortel Networks Inc., Nortel
Networks LLC and Arris Interactive L.L.C. (incorporated herein by
reference to Exhibit 2.1 to Form 8-K (File No. 000-22336), filed
by ANTEC Corporation on October 25, 2000).
Exhibit 3 -- First Amendment to Agreement and Plan of Reorganization, dated as
of April 9, 2001, among ANTEC Corporation, Broadband Parent
Corporation, Broadband Transition Corporation, Nortel Networks
Inc., Nortel Networks LLC and Arris Interactive L.L.C.
(incorporated herein by reference to Exhibit 2.1 to Form 8-K
(File No. 000-22336), filed by ANTEC Corporation on April 13,
2001).
Exhibit 4 -- Registration Rights Agreement, dated as of August 3, 2001,
between Arris Group, Inc. and Nortel Networks LLC (incorporated
herein by reference to the Reporting Person's Statement on
Schedule 13D, dated August 3, 2001, filed with the Securities and
Exchange Commission on August 13, 2001).
Exhibit 5 -- Lock-Up Agreement, dated as of June 7, 2002, by and between
Nortel Networks LLC and Liberty ANTC, Inc. (formerly known as TCI
TSX, Inc.) (incorporated herein by reference to the Reporting
Person's Amendment No. 1 to Statement on Schedule 13D, dated June
7, 2002, filed with the Securities and Exchange Commission on
June 11, 2002).
Exhibit 6 -- Option Agreement, dated as of June 7, 2002, by and among Nortel
Networks LLC, Arris Interactive L.L.C., and Arris Group, Inc.
(incorporated herein by reference to Exhibit 10.2 to Form 8-K
(File No. 001-16631), filed by Arris Group, Inc. on June 10,
2002).
Exhibit 7 -- Second Amended and Restated Investor Rights Agreement, dated as
of June 7, 2002, by and among Nortel Networks LLC, Nortel
Networks Inc. and Arris Group, Inc., f/k/a Broadband Parent
Corporation (incorporated herein by reference to Exhibit 10.3 to
Form 8-K (File No. 001-16631), filed by Arris Group, Inc. on June
10, 2002).
CUSIP NO. 04269Q100 Page 18 of 18 Pages
Exhibit 8 -- Underwriting Agreement, dated as of June 19, 2002, among Nortel
Networks LLC, Arris Group, Inc. and CIBC World Markets Corp. and
J.P. Morgan Securities Inc., as representatives of the several
underwriters named in Schedule I thereto (incorporated herein by
reference to Exhibit 1.1 to Form 8-K (File No. 001-16631), filed
by Arris Group, Inc. on June 20, 2002).
Exhibit 9 -- Letter Agreement, dated as of March 11, 2003, among Nortel
Networks Inc., Arris Interactive L.L.C. and Arris Group, Inc.
Exhibit 10 -- Letter Agreement, dated as of March 11, 2003, by and between
Nortel Networks Inc. and Arris Group, Inc.
Exhibit 11 -- Lock-Up Agreement, dated as of March 11, 2003, by and between
Nortel Networks Inc. and CIBC World Markets Corp.
Exhibit 12 -- Letter Agreement, dated as of March 11, 2003, by and between
Nortel Networks Inc. and Liberty ANTC, Inc.
Exhibit 13 -- Master Securities Loan Agreement, dated as of March 11, 2003, by
and between Nortel Networks Inc. and CIBC World Markets Corp.