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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 16, 2015

ARRIS Group, Inc.

(Exact name of registrant as specified in its charter)

Registrants telephone number, including area code: 678-473-2000

Not Applicable

Former name or former address, if changed since last report

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:

Settlement of Certain Litigation

As previously reported in the Current Report on Form 8-K filed by ARRIS Group, Inc. (ARRIS or the Company) on September 18, 2015, a derivative complaint (the Complaint), Risik vs. ARRIS Group, Inc. et al. , was filed against ARRIS (as nominal defendant) and each of the companys directors and certain executive officers in the Superior Court of Gwinnett County, Georgia (the Court), No. 15A -09713-8 (the Action). In general, the Complaint alleges that the board of directors approval of the reimbursement of the directors and officers of excise tax in connection with the Companys agreement to acquire Pace plc and the related formation of a new holding company in the United Kingdom violated the board of directors fiduciary duties.

On October 16, 2015, the defendants reached an agreement in principle with the plaintiff regarding a settlement of the Action, and that agreement is reflected in a memorandum of understanding. Without admitting in any way that the disclosures are material or otherwise required by law, in connection with the settlement contemplated by the memorandum of understanding, ARRIS agreed to make certain additional disclosures related to the potential tax equalization payments, which are included below in this Current Report on Form 8-K. ARRIS did not agree, and specifically disclaims, that any of the actions taken by it or its board of directors or others in any way violated Delaware or other law.

The memorandum of understanding contemplates that the parties will enter into a stipulation of settlement. The stipulation of settlement will be subject to customary conditions, including the approval of the Court. In the event that the parties enter into a stipulation of settlement, a hearing will be scheduled at which the Court will consider the fairness, reasonableness, and adequacy of the settlement. If the settlement is finally approved by the Court, it will resolve and release all claims in the Action that were or could have been brought challenging any aspect of the tax equalization payments and any disclosure made in connection therewith, including in the definitive proxy statement dated September 15, 2015, filed by ARRIS in connection with the solicitation of proxies by the Companys board of directors for the special meeting of stockholders to be held on October 21, 2015 and any adjournment or postponement thereof (the Proxy Statement), and all other matters that were the subject of the Action, pursuant to terms that will be disclosed to stockholders prior to final approval of the settlement. In addition, in connection with the settlement, the parties have agreed to negotiate in good faith regarding the amount of attorneys fees and expenses that shall be proposed to be paid to plaintiffs counsel in connection with the Action, subject to court approval. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the court will approve the settlement even if the parties were to enter into such stipulation. In such event, the proposed settlement as contemplated by the memorandum of understanding may be terminated.

Supplemental Disclosure

The supplemental information in this Current Report on Form 8-K should be read together with the Proxy Statement in connection with the solicitation of proxies by the ARRIS board of directors for the special meeting of shareholders to be held on October 21, 2015 and any adjournment or postponement thereof. Capitalized terms used and not otherwise defined herein have the meanings given to them in the Proxy Statement.

The following supplements the information regarding estimated tax equalization payments as described under the heading U.S. Tax Code Section 4985...


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