Post-effective Amendment to an Automatic Shelf Registration of Form S-3asr or Form F-3asr (posasr)
January 04 2016 - 5:18PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 4, 2016
Registration No. 333-189690
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ARRIS GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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58-2588724 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
3871 Lakefield Drive
Suwanee, Georgia 30024
(678) 473-2000
(Address
and telephone number of principal executive offices)
Patrick W.
Macken
ARRIS Group, Inc.
3871 Lakefield Drive
Suwanee, Georgia 30024
(678) 473-2000
(Name,
Address and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
W. Brinkley Dickerson, Jr.
Troutman Sanders LLP
600
Peachtree Street, N.E., Suite 5200
(404) 885-3000
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box: ¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ¨
If this form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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Smaller reporting company |
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DEREGISTRATION OF SHARES
This Post-Effective Amendment No. 1 to Form S-3 amends the Registration Statement on Form S-3 (Registration No. 333-189690) (the
Registration Statement) of ARRIS Group, Inc. (the Company), which was filed with the Securities and Exchange Commission (the SEC) and became effective on June 28, 2013. The Company is
filing this Post-Effective Amendment No. 1 to Form S-3 to deregister all the unsold shares of its common stock, par value $0.01 per share (Common Stock) covered by the Registration Statement, pursuant to which the Company
registered 21,267,000 shares of Common Stock.
Under the terms of a recommended combination of the Company with Pace plc
(Pace), (i) ARRIS International plc, a public limited company incorporated under the laws of England and Wales (the New ARRIS), acquired all of the outstanding shares of Pace by means of a court-sanctioned scheme
of arrangement under English law (the Scheme); and (ii) pursuant to the terms of the Agreement and Plan of Merger (the Merger Agreement), entered into on April 22, 2015, by and among the Company, New
ARRIS, Archie U.S. Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (ARRIS Holdings), and Archie U.S. Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of
ARRIS Holdings (Merger Sub), Merger Sub merged with and into the Company, with the Company as the surviving corporation (the Merger and, together with the Scheme, the Combination). The
Scheme became effective on January 4, 2016 following the delivery of a Court order sanctioning the Scheme to Companies House in the UK. The Merger became effective on January 4, 2016 following the filing of a Certificate of Merger with the
Secretary of State of the State of Delaware. As a result of the Combination, the Company became an indirect wholly-owned subsidiary of New ARRIS and Pace became a direct wholly owned subsidiary of New ARRIS.
In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective
amendment, any securities registered under the Registration Statement that remain unsold at the termination of the offering, the Company hereby removes from registration any and all securities registered but unsold under the Registration Statement
as of the date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Suwanee, state of
Georgia, on January 4, 2016.
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ARRIS GROUP, INC. |
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By: |
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/s/ Lawrence A. Margolis |
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Lawrence A. Margolis |
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Executive Vice President, Corporate Strategy
and Administration |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in
reliance upon Rule 478 under the Securities Act of 1933, as amended.
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