Current Report Filing (8-k)
December 14 2017 - 8:22AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): December 14, 2017
ARRIS INTERNATIONAL PLC
(Exact Name of Registrant as Specified
in Its Charter)
England and Wales
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001-37672
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98-1241619
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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3871 Lakefield Drive
Suwanee, Georgia
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30024
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number,
including area code: (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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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.
Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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Item 7.01. Regulation FD Disclosure
On December 14, 2017, ARRIS International plc (“ARRIS”
or the “Company”) hosted a previously announced conference call (with the related slides made available on the Company’s
website) to provide an update on its recently completed acquisition of the Ruckus Networks business.
On the conference call, management made the following statements
regarding financial guidance for the fourth quarter 2017 and beyond: (i) with respect to the fourth quarter 2017, the Company believes
it will be within the previously issued revenue and non-GAAP earnings guidance but still has work to do to achieve those results.
Significant business occurs in the final weeks of the year that will impact whether or not the Company is able to achieve results
within the ranges provided; (ii) the Company expects the new Enterprise segment will contribute between $40M to $50M in revenues
for the fourth quarter 2017 and will be neutral to non-GAAP earnings for the period. No estimate can be provided on expected GAAP
earnings given purchase accounting adjustments with respect to the acquisition of the Ruckus Networks business and other adjustments
that cannot be reasonably estimated at this time; (iii) with respect to 2018, the Company projects that the ARRIS business, excluding
the new Enterprise segment, will have modest revenue growth. Non-GAAP earnings per share improvement compared to 2017
will be highly dependent on memory costs. While there is a lot of speculation in the industry, ARRIS does not yet have visibility
on when supply will improve and prices will begin to normalize. Without material improvement in memory costs, profitability in
2018 may be similar to what the Company experienced in 2017. The Company continues to work to improve profitability and close the
gap to the consensus view for 2018; and (iv) similar to 2017, the Company currently expects the first quarter of 2018 to be lighter
and increase through the year.
Forward-Looking Statements
Statements made in this Current Report and the presentation
furnished herewith, including those related to the anticipated benefits from the acquisition of the Ruckus Networks business, industry
trends and resulting business opportunities, anticipated sales and earnings for the Enterprise Networks segment, the financial
outlook for the fourth quarter 2017 and beyond, the impact of component pricing and supply and the timing of introduction and acceptance
of new products are forward-looking statements. These and other forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties
include, but are not limited to: projected results are based on preliminary estimates, assumptions and projections that management
believes to be reasonable at this time, but are beyond management’s control; the anticipated benefits from the acquisition
may not be realized; we may encounter significant transaction costs and unknown liabilities in connection with the acquisition;
volatility in component pricing and supply could impact revenues and gross margins more than currently anticipated; exchange rate
changes and volatility may adversely impact customers’ ability or willingness to purchase products and the pricing of our
products; regulatory changes, including those related to tax and the U.K. invoking Article 50 of the Lisbon Treaty to leave the
European Union, could have an adverse impact on our operations and results of operations; the impact of litigation and similar
regulatory proceedings that we are currently involved in, or may become involved in, including the costs of such litigation and
proceedings, could have an adverse effect on our operations and results; and our customers operate in a capital intensive consumer-based
industry, and volatility in the capital markets or changes in customer spending may adversely impact their ability or willingness
to purchase the products that we offer.
These factors are not intended to be an all-encompassing list
of risks and uncertainties that may affect ARRIS’ business. Additional information regarding these and other factors can
be found in ARRIS’ reports filed with the Securities and Exchange Commission, including the ARRIS International Quarterly
Report on Form 10-Q for the quarter ended September 30, 2017. In providing forward-looking statements, the Company expressly disclaims
any obligation to update publicly or otherwise these statements, whether as a result of new information, future events or otherwise,
except as required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ARRIS INTERNATIONAL PLC
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By:
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/s/ Patrick W. Macken
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Patrick W. Macken
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Senior Vice President, General Counsel, and Secretary
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Date: December 14, 2017
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