AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 2002
REGISTRATION NO. 333 -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMMSCOPE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-4135495
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1100 COMMSCOPE PLACE, S.E.
P.O. BOX 339
HICKORY, NORTH CAROLINA 28602
(Address of registrant's principal executive
offices, including zip code)
AMENDED AND RESTATED COMMSCOPE, INC.
1997 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
FRANK B. WYATT II, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
1100 COMMSCOPE PLACE, S.E., P.O. BOX 339
HICKORY, NORTH CAROLINA 28602
(828) 324-2200
(Name, address, and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock, par value $.01 per share 3,000,000 $13.21 (2) $39,630,000 (2) $3,645.96
shares
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(1) Includes an indeterminate number of shares of Common Stock that
may be issuable by reason of stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of
1933.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) and in accordance therewith includes 3,000,000
shares subject to options to be granted under the Plan based on the
average of the high and low sales prices for the Common Stock as
reported by the New York Stock Exchange on June 6, 2002, a date within
five business days of the date on which this registration statement is
being filed.
EXPLANATORY NOTE
This Registration Statement is filed pursuant to Instruction E to Form
S-8 to register additional Common Stock issuable under Registrant's Amended
and Restated 1997 Long-Term Incentive Plan.
Pursuant to Instruction E to Form S-8, the Registrant hereby
incorporates by reference into this Registration Statement the contents of
the Registrant's Registration Statement on Form S-8 (File No. 333-33555),
the Registrant's Registration Statement on Form S-8 (File No. 333-54017),
the Registrant's Registration Statement on Form S-8 (File No. 333-39072)
and any post-effective amendments thereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1 -- Amended and Restated Certificate of Incorporation of CommScope,
Inc. *
4.2 -- Amended and Restated By-Laws of CommScope, Inc. *
4.3 -- Rights Agreement, dated as of June 12, 1997, between CommScope,
Inc. and ChaseMellon Shareholder Services, L.L.C.**
4.4 -- Amendment No. 1 to Rights Agreement, dated as of June 14, 1999,
between CommScope, Inc. and ChaseMellon Shareholder Services
L.L.C.***
4.5 -- Amendment No. 2 to Rights Agreement, dated as of November 15, 2001
between CommScope, Inc. and Mellon Investor Services, LLC****
4.6 -- Amended and Restated CommScope, Inc. 1997 Long-Term Incentive
Plan (as amended and restated May 3, 2002)
5.1 -- Opinion of Fried, Frank, Harris, Shriver & Jacobson
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Fried, Frank, Harris, Shriver & Jacobson (included
in Exhibit 5.1)
24.1 -- Powers of Attorney (included on the signature pages)
* Incorporated herein by reference from the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 1997 (File No.
001-12929).
** Incorporated herein by reference from the Registration
Statement on Form 8-A filed with the Commission on June 30, 1997
(File No. 001-12929).
*** Incorporated herein by reference from the Registration
Statement on Form 8-A/A filed June 14, 1999 (File No. 001-12929).
**** Incorporated herein by reference from the Amendment to
Registration Statement on Form 8-A/A filed with the Commission on
November 19, 2001 (File No. 1-12929).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hickory, State of North Carolina,
on June 7, 2002.
COMMSCOPE, INC.
By: /s/ Frank M. Drendel
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Frank M. Drendel,
Chairman and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Frank M. Drendel, Jearld L.
Leonhardt and Frank B. Wyatt, II, and each of them, as his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him in his or her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, including any and all amendments, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, and hereby
ratifies, approves and confirms all that his said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
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/s/ Frank M. Drendel
------------------------------------- Chairman of the Board and Chief Executive
Frank M. Drendel Officer (Principal Executive Officer) June 7, 2002
/s/ Jearld L. Leonhardt
------------------------------------- Executive Vice President and Chief
Jearld L. Leonhardt Financial Officer June 7, 2002
(Principal Financial Officer)
/s/ William R. Gooden
------------------------------------- Senior Vice President and Controller
William R. Gooden (Principal Accounting Officer) June 7, 2002
/s/ Edward D. Breen
------------------------------------- Director June 7, 2002
Edward D. Breen
/s/ Duncan M. Faircloth
------------------------------------- Director June 7, 2002
Duncan M. Faircloth
/s/ Boyd L. George
------------------------------------- Director June 7, 2002
Boyd L. George
/s/ George N. Hutton, Jr.
------------------------------------- Director June 7, 2002
George N. Hutton, Jr.
/s/ June E. Travis
------------------------------------- Director June 7, 2002
June E. Travis
/s/ James N. Whitson
------------------------------------- Director June 7, 2002
James N. Whitson
INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
4.1 -- Amended and Restated Certificate of Incorporation of CommScope,
Inc. *
4.2 -- Amended and Restated By-Laws of CommScope, Inc. *
4.3 -- Rights Agreement, dated as of June 12, 1997, between CommScope,
Inc. and ChaseMellon Shareholder Services, L.L.C.**
4.4 -- Amendment No. 1 to Rights Agreement, dated as of June 14, 1999,
between CommScope, Inc. and ChaseMellon Shareholder Services
***
4.5 -- Amendment No. 2 to Rights Agreement, dated as of November 15, 2001
between CommScope, Inc. and Mellon Investor Services LLC****
4.6 -- Amended and Restated CommScope, Inc. 1997 Long-Term Incentive
Plan (as amended and restated May 3, 2002)
5.1 -- Opinion of Fried, Frank, Harris, Shriver & Jacobson
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Fried, Frank, Harris, Shriver & Jacobson (included
in Exhibit 5.1)
24.1 -- Powers of Attorney (included on the signature pages)
* Incorporated herein by reference from the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 1997 (File No.
001-12929).
** Incorporated herein by reference from the Registration
Statement on Form 8-A filed with the Commission on June 30, 1997
(File No. 001-12929).
*** Incorporated herein by reference from the Registration
Statement on Form 8-A/A filed June 14, 1999 (File No. 001-12929).
**** Incorporated herein by reference from the Amendment to
Registration Statement on Form 8-A/A filed with the Commission on
November 19, 2001 (File No. 1-12929).