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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: FEBRUARY 12, 2004
DATE OF EARLIEST EVENT REPORTED: JANUARY 31, 2004
COMMSCOPE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12929 36-4135495
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation) Number)
1100 COMMSCOPE PLACE, SE
P.O. BOX 339
HICKORY, NORTH CAROLINA 28602
(Address of principal executive
offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:(828) 324-2200
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Item 2. Acquisitions or Dispositions of Assets.
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On January 31, 2004, CommScope, Inc., a Delaware corporation
("CommScope"), through CommScope Solutions Holdings, LLC (formerly known as
SS Holdings, LLC, "CSH"), a Delaware limited liability company and a wholly
owned subsidiary of CommScope, acquired the Connectivity Solutions business
("ACS") of Avaya Inc., a Delaware corporation ("Avaya"), pursuant to an
asset purchase agreement dated as of October 26, 2003 (the "Asset Purchase
Agreement"), among CommScope, CSH and Avaya.
ACS is engaged in the business of the design, development,
manufacture and marketing of enterprise structured cabling solutions for
Local Area Networks, structured cabling and equipment for telephone central
offices and secure environmental enclosures for telecommunications service
providers. The principal assets of the ACS business include: intellectual
property; contracts; equipment; inventory; accounts receivable;
manufacturing facilities in Omaha, Nebraska, Bray, Ireland, and Brisbane,
Australia; leased warehouse facilities in Hilversum, The Netherlands and
Singapore; and leased operational headquarters and research and development
facilities in Richardson, Texas. Approximately 1,900 employees of the ACS
business have become employees of CommScope and its subsidiaries.
Under the terms of the Asset Purchase Agreement, CommScope and
CSH acquired substantially all of the assets, subject to specified
liabilities, of ACS in consideration for the payment to Avaya of
$250,000,000 in cash and 1,761,538 shares of CommScope's common stock, par
value $0.01 per share, subject to post-closing adjustment. (The closing of
certain limited international operations is expected to occur later this
year, and a portion of the cash purchase price was withheld pending such
closing). CommScope also assumed up to approximately $65 million of
specified liabilities of ACS, primarily related to employee benefits. The
purchase price was based on arms-length negotiations between the parties
and will be adjusted based on the Closing Net Assets (as defined in the
Asset Purchase Agreement) of ACS as of the close of business on the
business day prior to the closing date.
The cash portion of the purchase price was funded from
CommScope's existing cash balances and $100 million of borrowings under
CommScope's new amended and restated $185 million senior secured credit
facility (the "Credit Agreement"). Certain of CommScope's operating
subsidiaries, (the "Borrowers") are the primary borrowers under the Credit
Agreement. CommScope and each of its other material domestic subsidiaries
have guaranteed the performance of the Borrowers under the Credit
Agreement. The Credit Agreement is secured by substantially all of the
property and assets of CommScope. The Credit Agreement consists of a $110
million revolving credit facility and a $75 million term loan facility
maturing on January 31, 2009.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired.
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The Company intends to file financial statements for the business
acquired as described in Item 2 hereof by amendment to this Form
8-K on or before April 15, 2004 (which is within 75 days after
the date on which the acquisition described in Item 2 hereof was
consummated).
(b) Pro forma financial information.
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The Company intends to file pro forma financial information
reflecting the effect of the business acquired as described in
Item 2 hereof by amendment to this Form 8-K on or before April
15, 2004 (which is within 75 days after the date on which the
acquisition described in Item 2 hereof was consummated).
(c) Exhibit Description
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Exhibit Description
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2.1 Asset Purchase Agreement, dated as of October 26,
2003, by and among CommScope, Inc., SS Holdings, LLC
and Avaya Inc.
2.2 Letter Agreement, dated October 26, 2003, by and among
CommScope, Inc., SS Holdings, LLC and Avaya Inc.
4.1 Registration Rights Agreement dated as of January 31,
2004, by and between CommScope, Inc. and Avaya Inc.
4.2 Letter Agreement, dated October 26, 2003, by and between
CommScope, Inc. and Avaya Inc.
10.1 Amended and Restated Credit and Security Agreement,
dated as of January 31, 2004 by and among CommScope,
Inc. of North Carolina, CommScope Solutions, Inc.,
Connectivity Solutions Manufacturing, Inc., the lenders
listed therein, and Wachovia Bank, National Association
as Agent.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
Dated: February 12, 2004
COMMSCOPE, INC.
By: /s/ Frank B. Wyatt, II
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Name: Frank B. Wyatt, II
Title: Senior Vice President
EXHIBIT INDEX
Exhibit Description
2.1 Asset Purchase Agreement, dated as of October 26,
2003, by and among CommScope, Inc., SS Holdings, LLC
and Avaya Inc.
2.2 Letter Agreement, dated October 26, 2003 by and among
CommScope, Inc., SS Holdings, LLC and Avaya Inc.
4.1 Registration Rights Agreement dated as of January 31,
2004 by and between CommScope, Inc. and Avaya Inc.
4.2 Letter Agreement, dated October 26, 2003, by and
between CommScope, Inc. and Avaya Inc.
10.1 Amended and Restated Credit and Security Agreement,
dated as of January 31, 2004 by and among CommScope,
Inc. of North Carolina, CommScope Solutions, Inc.,
Connectivity Solutions Manufacturing, Inc., the
lenders listed therein, and Wachovia Bank, National
Association as Agent.