Filed Pursuant to Rule 424(b)(3)
Registration No. 333-116692
PROSPECTUS SUPPLEMENT NO. 5
(TO PROSPECTUS DATED OCTOBER 12, 2004)
COMMSCOPE, INC.
$250,000,000 Principal Amount of 1.00% Convertible Senior Subordinated
Debentures due 2024 and 11,494,250 Shares of Common Stock Issuable upon
Conversion of the Debentures
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This prospectus supplement no. 5 supplements and amends the prospectus
dated October 12, 2004, as amended by prospectus supplement no. 1 dated
November 5, 2004, prospectus supplement no. 2 dated December 16, 2004,
prospectus supplement no. 3 dated February 14, 2005 and prospectus
supplement no. 4 dated April 15, 2005, relating to the 1.00% Convertible
Senior Subordinated Debentures due March 15, 2024 of CommScope, Inc., a
Delaware corporation, held by certain securityholders who may offer for
sale the debentures and the shares of our common stock into which the
debentures are convertible at any time at market prices prevailing at the
time of sale or at privately negotiated prices. The selling securityholders
may sell the debentures or the common stock directly to purchasers or
through underwriters, broker-dealers or agents, who may receive
compensation in the form of discounts, concessions or commissions.
The table below sets forth additional and updated information
concerning beneficial ownership of the debentures and the common stock
issuable upon conversion of the debentures and supplements and amends the
table appearing under "Selling Securityholders" beginning on page 61 of the
prospectus. To the extent that a selling securityholder is listed both in
the table below and in the table appearing in the prospectus or in any
prior prospectus supplement, the information set forth below regarding that
selling securityholder supersedes the information in the prospectus and
such prospectus supplement. We have prepared this table based on
information given to us by the selling securityholder listed below prior to
the date hereof.
PRINCIPAL AMOUNT OF
DEBENTURES AT MATURITY
---------------------- NUMBER OF SHARES OF COMMON STOCK
--------------------------------
BENEFICIALLY PERCENTAGE
OWNED AND OF OWNED AFTER
OFFERED DEBENTURES BENEFICIALLY OFFERED THE
SELLING SECURITYHOLDERS HEREBY OUTSTANDING OWNED(1) HEREBY OFFERING(2)
--------------------------------------------------- ------------- ----------- ------------ -------- -----------
AHFP Context 15,000 * 12,183 689 11,494
Banc of America Securities LLC 10,500,000 4.2% 482,758 482,758 -
Context Convertible Arbitrage Fund, LP 60,000 * 41,838 2,758 39,080
Context Convertible Arbitrage Offshore, Ltd 200,000 * 149,424 9,195 140,229
Finch Tactical Plus Class B 5,000 * 5,976 229 5,747
GLG Market Neutral Fund 22,500,000 9.0% 1,034,482 1,034,482 -
Lyxor/Context Fund Ltd 25,000 * 35,631 1,149 34,482
Merrill Lynch, Pierce, Fenner & Smith 500,000 * 61,314 22,988 38,326
National Bank of Canada 50,000 * 47,125 2,298 44,827
UFJ International plc 250,000 * 11,494 11,494 -
Whitebox Diversified Convertible Arbitrage Partners LP 2,000,000 * 91,954 91,954 -
------------
* Less than 1%.
(1) Assumes for each $1,000 in principal amount at maturity of debentures a maximum of 45.9770 shares of common stock could
be received upon conversion.
(2) Assumes that all debentures, and common stock issuable upon conversion of the debentures, are sold in the offering.
In addition, the prospectus, as supplemented and amended, is hereby
further amended as follows:
The deletion on p. 65 of:
"Based on information provided by the selling securityholders, none of
the selling securityholders nor any of their affiliates, officers,
directors or principal equity holders has held any position or office
or has had any material relationship with us within the past three
years."
and the substitution therefore of:
"Based on information provided by the selling securityholders, none of
the selling securityholders nor any of their affiliates, officers,
directors or principal equity holders has held any position or office
or has had any material relationship with us within the past three
years, except that (i) Wachovia Capital Markets, LLC and Merrill
Lynch, Pierce, Fenner & Smith Incorporated were initial purchasers of
the debentures, and (ii) Wachovia Bank, National Association serves as
trustee under the indenture governing the debentures as well as paying
agent, conversion agent, debenture registrar and custodian for the
debentures, and is also agent and a lender under our senior secured
credit facility. We also have a number of other ordinary course
commercial relationships with Wachovia Capital Markets, LLC, Merrill
Lynch, Pierce, Fenner & Smith and their respective affiliates."
The prospectus, together with prospectus supplement no. 1, prospectus
supplement no. 2, prospectus supplement no. 3, prospectus supplement no. 4
and this prospectus supplement no. 5, constitutes the prospectus required
to be delivered by Section 5(b) of the Securities Act of 1933, as amended,
with respect to offers and sales of the debentures and the common stock
issuable upon conversion of the debentures. All references in the
prospectus to "this prospectus" are hereby amended to read "this prospectus
(as supplemented and amended)."
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INVESTING IN THE DEBENTURES AND OUR COMMON STOCK INVOLVES RISKS. SEE
"RISK FACTORS" BEGINNING ON PAGE 9 OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 4, 2005