SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO-I
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(AMENDMENT NO. 7)
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. 7 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. 7 amends and supplements the
Schedule TO-I originally filed on June 27, 2003, and amended in certain respects
on July 7, 2003, July 9, 2003, July 10, 2003, July 14, 2003, July 17, 2003 and
July 24, 2003.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to add the following exhibit:
(a)(10) Email communication to eligible employees, delivered July
25, 2003.
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 25, 2003 By: /s/ David B. Potts
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David B. Potts,
Senior Vice President of Finance
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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(a)(10) Email communication to eligible employees, delivered July 25, 2003.