AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2002
REGISTRATION NO. 333-94691
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMMSCOPE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 36-4135495
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1100 CommScope Place, SE
P.O. Box 339
Hickory, North Carolina 28602
(828) 324-2200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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Frank B. Wyatt, II, Esq.
Senior Vice President, General Counsel and Secretary
COMMSCOPE, INC.
1100 CommScope Place, SE
P.O. Box 339
Hickory, North Carolina 28602
(828) 324-2200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
Lois Herzeca, Esq.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
One New York Plaza
New York, New York 10004
(212) 859-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: This
post-effective amendment deregisters those CommScope 4% convertible
subordinated notes due 2006 and any shares of common stock into which such
notes are convertible that remain unsold hereunder as of the date hereof.
---------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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DEREGISTRATION OF SECURITIES
On January 14, 2000, CommScope, Inc., a Delaware corporation, filed a
registration statement (the "Registration Statement") on Form S-3 (SEC File
No. 333-94691) to register $172,500,000 aggregate principal amount of its
4% convertible subordinated notes due 2006 and 3,579,581 shares of
CommScope common stock into which those notes are convertible. On February
9, 2000, the Securities and Exchange Commission declared the Registration
Statement effective. Since that time, from time to time, CommScope has
filed prospectus supplements under the Registration Statement to add
additional selling securityholders to the Registration Statement.
Effective as of the date hereof, CommScope is terminating the offering
of securities pursuant to the Registration Statement. In accordance with an
undertaking in the Registration Statement to remove from registration by
means of a post-effective amendment any of the securities which remain
unsold at the termination of the offering, CommScope hereby removes from
registration all securities under the Registration Statement which remain
unsold as of the date hereof.
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-3 and has duly caused
this post-effective Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Hickory, State of North Carolina, on May 28, 2002.
COMMSCOPE, INC.
By: /s/ Frank M. Drendel
--------------------------------
Frank M. Drendel
Chairman and
Chief Executive Officer
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 CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
/s/ Frank M. Drendel Chairman and May 28, 2002
------------------------------- Chief Executive Officer
Frank M. Drendel (Principal Executive Officer)
* Executive Vice President
------------------------------- and Chief Financial Officer
Jearld L. Leonhardt (Principal Financial Officer)
* Senior Vice President and Controller
------------------------------- (Principal Accounting Officer)
William R. Gooden
* Director
-------------------------------
Edward D. Breen
* Director
-------------------------------
Duncan M. Faircloth
* Director
-------------------------------
Boyd L. George
/s/ June E. Travis Director May 30, 2002
-------------------------------
June E. Travis
* Director
-------------------------------
George N. Hutton, Jr.
* Director
-------------------------------
James N. Whitson
* By: /s/ Frank B. Wyatt, II May 28, 2002
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Frank B. Wyatt, II
Attorney-in-Fact