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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: MARCH 6, 2006
DATE OF EARLIEST EVENT REPORTED: MARCH 6, 2006
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
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01. Regulation FD Disclosure.
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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 March 6, 2006, 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 93,025 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 December 2006
and are intended to be disclosed publicly through Form 144 and Form 4
filings with the Securities and Exchange Commission (the "SEC") as
required.
On March 6, 2006, Frank M. Drendel, Chairman and Chief Executive
Officer of CommScope, entered into a stock trading plan, intended to
qualify for the safe harbor under Rule 10b5-1. Under the plan, Mr. Drendel
authorized the sale of up to 405,137 shares of CommScope common stock owned
by Mr. Drendel, 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 March 2007 and are intended to be
disclosed publicly through Form 144 and Form 4 filings with the SEC as
required.
On March 6, 2006, 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 65,700 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 March 2007 and are intended to be
disclosed publicly through Form 144 and Form 4 filings with the SEC as
required.
On March 6, 2006, Jearld L. Leonhardt, Executive Vice President and
Chief Financial Officer of CommScope, entered into a stock trading plan,
intended to qualify for the safe harbor under Rule 10b5-1. Under the plan,
Mr. Leonhardt authorized the sale of up to 50,040 shares of CommScope
common stock owned by Mr. Leonhardt, 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 March 2007 and
are intended to be disclosed publicly through Form 144 and Form 4 filings
with the SEC as required.
On March 6, 2006, James N. Whitson, a director of CommScope, entered
into a stock trading plan, intended to qualify for the safe harbor under
Rule 10b5-1. Under the plan, Mr. Whitson authorized the sale of up to
15,000 shares of CommScope common stock owned by Mr. Whitson, all of which
are issuable upon the exercise of stock options, as well as the exercise of
an additional 5,000 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 November
2006 and are intended to be disclosed publicly through Form 144 and Form 4
filings with the SEC as required.
On March 6, 2006, Frank B. Wyatt, II, Senior Vice President, General
Counsel and Secretary of CommScope, entered into a stock trading plan,
intended to qualify for the safe harbor under Rule 10b5-1. Under the plan,
Mr. Wyatt authorized the sale of up to 56,800 shares of CommScope common
stock owned by Mr. Wyatt, 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 March 2007 and are intended to be
disclosed publicly through Form 144 and Form 4 filings with the SEC as
required.
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. Crenshaw, Mr. Drendel, Mr. Hughes, Mr.
Leonhardt, Mr. Whitson or Mr. Wyatt or the stock trading plan of any other
officer or director.
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: March 6, 2006
COMMSCOPE, INC.
By: /s/ Frank B. Wyatt, II
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Name: Frank B. Wyatt, II
Title: Senior Vice President,
General Counsel and Secretary