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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: NOVEMBER 22, 2004
DATE OF EARLIEST EVENT REPORTED: NOVEMBER 22, 2004
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 November 22, 2004, Brian D. Garrett, President and Chief Operating
Officer of CommScope, entered into a stock trading plan, intended to
qualify for the safe harbor under Rule 10b5-1. Under the plan, Mr. Garrett
authorized the sale of up to 187,241 shares of CommScope common stock owned
by Mr. Garrett, which may include up to 175,241 shares 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 November 2005
and are intended to be disclosed publicly through Form 144 and Form 4
filings with the Securities and Exchange Commission as required.
On November 22, 2004, 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 130,659 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 November
2005 and are intended to be disclosed publicly through Form 144 and Form 4
filings with the Securities and Exchange Commission as required.
On November 22, 2004, William R. Gooden, Senior Vice President and
Controller of CommScope, entered into a stock trading plan, intended to
qualify for the safe harbor under Rule 10b5-1. Under the plan, Mr. Gooden
authorized the sale of up to 68,389 shares of CommScope common stock owned
by Mr. Gooden, 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 November 2005 and are intended to
be disclosed publicly through Form 144 and Form 4 filings with the
Securities and Exchange Commission as required.
On November 22, 2004, 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 62,613 shares of CommScope
common stock owned by Mr. Wyatt, which may include up to 56,298 shares
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 November
2005 and are intended to be disclosed publicly through Form 144 and Form 4
filings with the Securities and Exchange Commission as required.
2
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. Garrett, Mr. Leonhardt, Mr. Gooden, Mr.
Wyatt or the stock trading plan of any other officer or director.
3
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: November 22, 2004
COMMSCOPE, INC.
By: /s/ Frank M. Drendel
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Name: Frank M. Drendel
Title: Chief Executive Officer