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ARRIS GROUP INC Form 8-K: Current report, 2013

ARRIS GROUP INC Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2013-12-04: Form 8-K; Period of report 2013-12-04; Description 7.01 Regulation FD Disclosure; Details 7.01.
  • 2013-11-01: Form 8-K; Period of report 2013-11-01; Description 8.01 Other Events; Details 8.01.
  • 2013-10-30: Form 8-K; Period of report 2013-10-30; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
  • 2013-08-07: Form 8-K; Period of report 2013-08-07; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2013-12-048-K2013-12-047.01 Regulation FD Disclosure7.01 ARRIS Group, Inc. will be presenting at the ARRIS Investor Day 2013 on December 4, 2013.d639223d8k.htm
2013-11-018-K2013-11-018.01 Other Events8.01 On November 1, 2013, ARRIS Group, Inc. (the “Company”) announced that Rob McLaughlin, President of North American Sales and Global Marketing & Communications, and John Burke, Senior Vice President, Corporate Strategy & Development and President, Cloud Solutions Business, are leaving ARRIS at the end of November 2013 to pursue other opportunities.d621799d8k.htm
2013-10-308-K2013-10-302.02 Results of Operations and Financial Condition2.02 On October 30, 2013, ARRIS Group, Inc. issued a press release regarding preliminary and unaudited financial results for the third quarter 2013 results.d621404d8k.htm
2013-08-078-K2013-08-072.02 Results of Operations and Financial Condition2.02 On August 7, 2013, ARRIS Group, Inc. issued a press release regarding preliminary and unaudited financial results for the second quarter 2013 results.d581879d8k.htm
2013-07-018-K2013-07-015.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective as of July 1, 2013 the Board of Directors of ARRIS Group, Inc. appointed Doreen Toben as a member of its Board of Directors.d562801d8k.htm
2013-06-288-K/A2013-04-172.01 Completion of Acquisition or Disposition of Assets2.01 On April 18, 2013, ARRIS Group Inc. (“ARRIS”) filed a Current Report on Form 8-K to report its acquisition of the Motorola Home business from General Instrument Holdings, Inc. The purpose of this amendment is to include the historical and unaudited pro forma condensed combined financial statements required by Items 9.01(a) and 9.01(b) of Form 8-K that were excluded from the original filing in reliance on the instructions to such items.d560663d8ka.htm
2013-06-118-K2013-06-055.07 Submission of Matters to a Vote of Security Holders5.07 The Company’s annual meeting of stockholders was held on June 5, 2013.d551864d8k.htm
2013-05-158-K2013-05-157.01 Regulation FD Disclosure7.01 In connection with a presentation that the Company is making May 15, 2013, the Company will be utilizing the presentation attached hereto.d539816d8k.htm
2013-05-018-K2013-04-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 25, 2013, Mr. William Lambert retired as a director of the Company.d529078d8k.htm
2013-04-248-K2013-04-242.02 Results of Operations and Financial Condition2.02 On April 24, 2013, ARRIS Group, Inc. issued a press release regarding preliminary and unaudited financial results for the first quarter 2013 results.d526768d8k.htm
2013-04-188-K2013-04-171.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.01 On April 17, 2013, ARRIS Group, Inc. (“ARRIS” or the “Holding Company”) completed its previously announced acquisition of the Motorola Home business (the “Acquisition”) from General Instrument Holdings, Inc. (“Seller”), pursuant to the Acquisition Agreement, dated December 19, 2012 (the “Agreement”), among the Holding Company (formerly Arris Enterprises I, Inc.), Arris Enterprises, Inc. (formerly ARRIS Group, Inc.), Arris Enterprises II, Inc., Seller and Motorola Mobility LLC (“Mobility”).
2.03 As previously announced, ARRIS has entered into senior secured credit facilities with Bank of America, N.A. and various other institutions, which are comprised of (i) a “Term Loan A Facility” of $1.1 billion, (ii) a “Term Loan B Facility” of $825 million and (iii) a “Revolving Credit Facility” of $250 million.
3.02 The information under Item 2.01 regarding the issuances of shares of ARRIS common stock to the Seller and a subsidiary of Comcast Corporation is incorporated into this Item 3.02 by reference.
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2013-04-168-K2013-04-151.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.03 The disclosure in Item 3.03 is incorporated into this Item 2.03 by reference.
3.03 In connection with the Holding Company Reorganization, the Predecessor Company and the Holding Company executed a supplemental indenture dated as of April 16, 2013 (the “First Supplemental Indenture”) with The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.) (the “Trustee”) to the indenture dated as of November 13, 2006 between the Predecessor Company and the Trustee (the “Original Indenture”) related to the Predecessor Company’s 2.00% Convertible Senior Notes due 2026 (the “Notes”), as supplemented by the First Supplemental Indenture (the “Indenture”).
5.02 The Holding Company has adopted all of the active stockholder-approved stock plans of the Predecessor Company, including those in which its named executive officers may participate (the “Plans”).
5.03 Prior to the date hereof, the Holding Company adopted a certificate of incorporation (the “Certificate”) and bylaws (the “Bylaws”) that are identical to the certificate of incorporation and bylaws of the Predecessor Company immediately prior to the Holding Company Reorganization, except for certain amendments that are permissible under Section 251(g)(4) of the DGCL.
8.01 The common stock of the Holding Company commenced trading on the NASDAQ Global Select Market on April 16, 2013 under the symbol “ARRS” under which the common stock of the Predecessor Company was previously listed and traded.
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2013-04-028-K2013-03-271.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d512070d8k.htm
2013-03-158-K2013-03-157.01 Regulation FD Disclosure7.01 As previously announced, in connection with the acquisition by ARRIS Group, Inc. (“ARRIS”) of the Motorola Home business from General Instrument Holdings, Inc., an indirect subsidiary of Google Inc., ARRIS entered into a debt financing commitment letter with Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Royal Bank of Canada, pursuant to which these institutions have committed, subject to the conditions stated in the commitment letter, to arrange and provide to ARRIS $2.175 billion in senior secured credit facilities (the “Credit Facilities”).d504408d8k.htm
2013-02-068-K2013-02-062.02 Results of Operations and Financial Condition2.02 On February 6, 2013, ARRIS Group, Inc. issued a press release regarding preliminary and unaudited financial results for the fourth quarter and full year 2012 results.d482100d8k.htm
2013-01-188-K2013-01-187.01 Regulation FD Disclosure7.01 As previously announced, in connection with the acquisition by ARRIS Group, Inc. (“ARRIS”) of the Motorola Home business from General Instrument Holdings, Inc., an indirect subsidiary of Google Inc., ARRIS entered into a debt financing commitment letter with Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Royal Bank of Canada, pursuant to which these institutions have committed, subject to the conditions stated in the commitment letter, to arrange and provide to ARRIS $2.175 billion in senior secured credit facilities comprised of (i) a term loan facility of $1.0 billion (“Term Loan A Facility”), (ii) a term loan facility of $925 million (“Term Loan B Facility”) and (ii) a revolving credit facility of $250 million (the “Revolving Credit Facility” and, together with the Term Loan A Facility and the Term Loan B Facility, the “Credit Facilities”).d470229d8k.htm
2013-01-178-K2013-01-113.02 Unregistered Sales of Equity Securities3.02 On January 11, 2013, ARRIS Group, Inc. (the “Company”) entered into an agreement with a subsidiary of Comcast Corporation providing for the purchase from the Company of approximately 10.6 million shares of common stock for $150.0 million in connection with the Company’s previously announced acquisition of the Motorola Home business from General Instrument Holdings, Inc., an indirect subsidiary of Google Inc. (“the Transaction”).d469061d8k.htm