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: |
May 11, 2005 |
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Date of Earliest Event Reported: |
May 5, 2005 | ||
COMMSCOPE, INC.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of |
1-12929 (Commission File Number) |
36-4135495 (I.R.S. Employer |
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1100 CommScope Place, SE (Address of principal executive offices) |
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Registrant’s telephone number, including area code: |
(828) 324-2200 |
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
CommScope, Inc. (“CommScope”) permits its directors and officers to enter into stock trading plans with respect to CommScope common stock which are intended to qualify for the safe harbor under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“Rule 10b5-1”), provided that such plans comply with CommScope’s applicable guidelines and insider trading policies.
On May 5, 2005, James R. Hughes, Executive Vice President, Broadband – Sales and Marketing of CommScope, entered into a stock trading plan, intended to qualify for the safe harbor under Rule 10b5-1. Under the plan, Mr. Hughes authorized the sale of up to 31,000 shares of CommScope common stock owned by Mr. Hughes, all of which are issuable upon the exercise of stock options. The plan provides for sales of up to specified numbers of shares within specified price ranges, subject to certain limitations. Sales pursuant to this plan may occur through April 2006 and are intended to be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission as required.
On May 5, 2005, Christopher A. Story, Executive Vice President, Broadband – Operations of CommScope, entered into a stock trading plan, intended to qualify for the safe harbor under Rule 10b5-1. Under the plan, Mr. Story authorized the sale of up to 77,996 shares of CommScope common stock owned by Mr. Story, all of which are issuable upon the exercise of stock options. The plan provides for sales of up to specified numbers of shares within specified price ranges, subject to certain limitations. Sales pursuant to this plan may occur through January 2007 and are intended to be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission as required.
On May 9, 2005, Randall W. Crenshaw, Executive Vice President and General Manager, Enterprise of CommScope, entered into a stock trading plan, intended to qualify for the safe harbor under Rule 10b5-1. Under the plan, Mr. Crenshaw authorized the sale of up to 35,000 shares of CommScope common stock owned by Mr. Crenshaw, all of which are issuable upon the exercise of stock options. The plan provides for sales of up to specified numbers of shares within specified price ranges, subject to certain limitations. Sales pursuant to this plan may occur through April 2006 and are intended to be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission as required.
On May 9, 2005, Marvin S. Edwards, Jr., Executive Vice President – Business Development of CommScope, entered into a stock trading plan, intended to qualify for the safe harbor under Rule 10b5-1. Under the plan, Mr. Edwards authorized the sale of up to 14,807 shares of CommScope common stock owned by Mr. Edwards, all of which are issuable upon the exercise of stock options. The plan provides for sales of up to specified numbers of shares within specified price ranges, subject to certain limitations. Sales pursuant to this plan may occur through April 2006 and are intended to be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission as required.
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Except as may be required by law, CommScope does not undertake to report future stock trading plans by its officers or directors, nor to report modifications, terminations, transactions or other activities under the stock trading plans of Mr. Hughes, Mr. Story, Mr. Crenshaw or Mr. Edwards or the stock trading plan of any other officer or director.
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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 its behalf by the undersigned hereunto duly authorized.
Dated: May 11, 2005
COMMSCOPE, INC.
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By:/s/ Frank B. Wyatt, II |
Name: Frank B. Wyatt, II
Title: Senior Vice President, General Counsel and Secretary