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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: OCTOBER 27, 2003
DATE OF EARLIEST EVENT REPORTED: OCTOBER 26, 2003
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 Number)
incorporation)
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 5. Other Events.
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On October 26, 2003, CommScope, Inc. ("CommScope") and SS
Holdings, LLC, a wholly owned subsidiary of CommScope, signed a definitive
asset purchase agreement (the "Asset Purchase Agreement") with Avaya Inc.,
a Delaware corporation ("Avaya"), to acquire its Connectivity Solutions
business for cash and securities valued at approximately $263,000,000.
Under the terms of the Asset Purchase Agreement, Avaya will receive
$210,000,000 in cash, an $18,000,000 convertible subordinated note from
CommScope and $34,900,000 in CommScope common stock, subject to adjustment.
CommScope will also assume up to approximately $75 million of other
specified liabilities of ACS, primarily related to employee benefits. The
transaction, which is subject to customary closing conditions and approval
by necessary regulatory authorities, is expected to close within 90 days
except with regard to certain international operations.
Item 7. Financial Statements and Exhibits.
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(c) Exhibit Description
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99.1 CommScope, Inc. Press Release, dated
October 27, 2003.
99.2 CommScope, Inc. Presentation, dated
October 27, 2003.
99.3 CommScope, Inc. Press Release relating to
third quarter financial results, dated
October 27, 2003.
Item 9. Regulation FD Disclosure.
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On October 27, 2003, CommScope issued a press release announcing
the signing of the Asset Purchase Agreement, a copy of which is attached
hereto as Exhibit 99.1 and is being furnished, not filed, pursuant to Item 9
of this Current Report on Form 8-K.
On October 27, 2003, CommScope made the presentation attached
hereto as Exhibit 99.2 via a conference call/webcast. The presentation was
also posted to CommScope's website, www.commscope.com. The presentation is
incorporated herein by reference and is being furnished, not filed,
pursuant to Item 9 of this Current Report on Form 8-K.
Item 12. Results of Operations and Financial Condition.
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On October 27, 2003, CommScope issued a press release relating to
its financial results for the third quarter of 2003. A copy of the press
release is attached hereto as Exhibit 99.3 and is being furnished, not
filed, pursuant to Item 12 of this Current Report on Form 8-K.
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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: October 27, 2003
COMMSCOPE, INC.
By:/s/ Frank B. Wyatt, II
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Frank B. Wyatt, II
Senior Vice President, General Counsel and
Secretary
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INDEX OF EXHIBITS
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Exhibit No. Description
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99.1 CommScope, Inc. Press Release,
dated October 27, 2003
99.2 CommScope, Inc. Presentation,
dated October 27, 2003
99.3 CommScope, Inc. Press Release
relating to third quarter financial
results, dated October 27, 2003
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