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): January 414, 2011

COMMSCOPE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-12929

36-4135495

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1110 CommScope Place, SE

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:

¨	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))

Introductory Note

On January 14, 2011, CommScope, Inc., a Delaware corporation (the “Company”), completed its merger (the “Merger”) with Cedar I Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and direct wholly-owned subsidiary of Cedar I Holding Company, Inc., a Delaware corporation (“Parent”), pursuant to the Agreement and Plan of Merger, dated October 26, 2010, by and among the Company, Parent, and Merger Sub (the “Merger Agreement”). As a result of the Merger, the Company is now a direct wholly-owned subsidiary of Parent. Parent is affiliated with The Carlyle Group (“Carlyle”).

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth under Item 5.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) on January 14, 2011 that each outstanding share of common stock, par value $.01 per share, of the Company (the “Common Stock”) was cancelled and automatically converted into the right to receive $31.50 per share in cash, without interest (other than (i) shares held by the Company, Parent, Merger Sub or their subsidiaries and (ii) shares for which appraisal rights have been perfected), and requested that the NYSE file with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. Trading of the Common Stock on the NYSE was suspended prior to the opening of trading on January 14, 2011. The NYSE filed the Form 25 with the SEC on January 14, 2011.

Item 3.03

Material Modification to Rights of Security Holders.

Effective as of the closing of the Merger, each outstanding share of Common Stock (other than (i) shares held by the Company, Parent, Merger Sub or their subsidiaries and (ii) shares for which appraisal rights have been perfected) was cancelled and automatically converted into the right to receive $31.50 in cash, without interest and less any applicable withholding taxes.

At the effective time and as a result of the Merger, the Company entered into a Supplemental Indenture (the “Supplemental Indenture”) to the First Supplemental Indenture, dated as of May 28, 2009, to the Subordinated Indenture, dated as of May 28, 2009, by and between the Company and U.S. Bank National Association as Trustee, which governs the Company’s 3.25% Senior Subordinated Convertible Notes due 2015 (each, a “Note”). As a result of the Merger and subject to the terms and conditions of the First Supplemental Indenture, any holder of Notes could elect to convert its Notes into cash, tender its Notes for purchase, or continue to hold its Notes. Outstanding Notes not converted into cash or otherwise tendered for purchase are subject to the Supplemental Indenture. Pursuant to the Supplemental Indenture, the right to convert Notes into Common Stock was changed into a right to convert Notes into a cash amount equal to (x) the principal amount of the Notes tendered for conversion divided by $1,000 multiplied by 41.6605 and (y) multiplied by $31.50.

A copy of the Supplemental Indenture is attached as Exhibit 3.3 of this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.01

Changes in Control of Registrant.

On January 14, 2011, Parent consummated the acquisition of the Company through the Merger of Merger Sub with and into the Company. The Company is the surviving corporation in the Merger and a direct wholly-owned subsidiary of Parent. A copy of the press release announcing the closing of the Merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in the first paragraph of Item 5.02 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

The aggregate purchase price paid for all equity securities of the Company was approximately $3.5 billion. The aggregate purchase price and related fees and expenses were funded by new credit facilities and private offerings of debt securities, as well as by equity financing from Carlyle.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

InAll ~~connection~~of ~~with~~the ~~and~~members ~~upon~~of the ~~closing~~Board of Directors of the ~~anticipated~~Company ~~acquisition~~prior (to the ~~“Transaction”)~~Merger ofvoluntarily resigned from the Company’s ~~CommScope,~~Board ~~Inc.,~~of aDirectors ~~Delaware~~and ~~corporation~~all ~~(the~~committees ~~“Company”)~~thereof, byeffective ~~certain~~as ~~investment~~of ~~funds~~the ~~affiliated~~effective ~~with~~time of the Merger. The ~~Carlyle~~members ~~Group~~of ~~(“Carlyle”)~~the ~~and~~Board ~~certain~~of ~~potential~~Directors ~~co-investors,~~of wethe ~~expect~~Company ~~that~~immediately ~~Marvin~~after Sconsummation of the Merger are Claudius E. ~~Edwards~~Watts, JrIV and Campbell R., ~~our~~Dyer. ~~current~~As ~~President~~of ~~and~~the ~~Chief~~first ~~Operating~~business ~~Officer~~day after the closing of the Merger, ~~will~~pursuant beto ~~appointed~~agreements entered into as ~~our~~of ~~President~~the ~~and~~closing ~~Chief~~of ~~Executive~~the ~~Officer~~Merger, ~~succeeding~~the ~~Frank~~Company M.will ~~Drendel~~take action, including (as ~~our~~applicable) ~~Chief~~an ~~Executive~~amendment ~~Officer.~~of Weits ~~expect~~bylaws ~~that~~to ~~Mr. Drendel~~be ~~will~~effective ~~remain~~on such date, to increase the ~~Chairman~~size of ~~our~~the Board of Directors~~. Mr. Edwards~~ isfrom ~~also~~two ~~expected~~(2) to ~~serve~~eight as(8) aand ~~member~~to ofappoint ~~our~~to the Board of Directors ~~following~~(i) the ~~consummation~~following five (5) additional designees of ~~the~~Carlyle: ~~Transaction.~~Marco ~~The~~DeBenedetti, ~~Company~~Stephen ~~expects~~C. toGray, ~~enter~~L. ~~into~~William ~~employment~~Krause, ~~agreements~~Peter ~~with~~J. ~~each~~Clare ofand MrFrank M. Drendel (as non-executive chairman); and Mr(ii) Marvin S. Edwards, ~~and~~Jr. toas ~~grant new~~the ~~equity~~senior orranking ~~equity-based~~executive ~~awards~~officer toof Mrthe Company. ~~Drendel~~ In addition, Claudius E. Watts, IV and MrCampbell R. ~~Edwards~~ ~~after~~Dyer will remain on the ~~closing~~Board of ~~the~~Directors ~~Transaction.~~as designees of Carlyle.

~~Mr. Edwards,~~Item ~~age 61, has been our President and Chief Operating Officer since January 1, 2010~~5.03 ~~Prior~~Amendments to ~~becoming~~Articles ~~our President and Chief Operating Officer, Mr. Edwards served as our Executive Vice President~~ of ~~Business~~Incorporation ~~Development~~or ~~and~~Bylaws; ~~General~~Change Manager, Wireless Network Solutions since the closing of the Andrew acquisition. Prior to this role, he served as our Executive Vice President of Business Development and the Chairman of the Board of Directors of our wholly owned subsidiary, Connectivity Solutions Manufacturing, Inc., since April 2005. Mr. Edwards also served as President and Chief Executive Officer of OFS Fitel, LLC and OFS BrightWave, LLC, a joint venture between our company and The Furukawa Electric Co. Mr. Edwards has also served in ~~various~~Fiscal ~~capacities with Alcatel, including President of Alcatel North America Cable Systems and President of Radio Frequency Systems~~Year.

~~Item~~At ~~7.01~~the ~~Regulation~~effective FDtime ~~Disclosure~~of the Merger, on January 14, 2011, the certificate of incorporation and the bylaws of the Company, each as in effect immediately prior to the Merger, were amended in their entirety in accordance with the terms of the Merger Agreement and as described in the proxy statement for the special meeting of stockholders of the Company filed with the Securities and Exchange Commission on December 6, 2010.

OnA ~~January 4,~~copy ~~2011,~~of the ~~Company~~amended ~~commenced~~and ~~certain~~restated ~~financing~~certificate ~~activities~~of ~~relating~~incorporation toand ~~the~~bylaws ~~Transaction,~~of ~~including~~ the ~~offering~~Company ofare ~~$2.5 billion~~attached ofas ~~debt~~Exhibits ~~through a combination of (i) $~~3.1 ~~billion of term loans~~ and ~~(ii) a private placement of $1~~3.52 ~~billion~~to inthis ~~aggregate~~Current ~~principal~~Report ~~amount of Senior Notes due 2018 (the “Notes”). A copy of the press release related to the~~on ~~offering~~Form of8-K, ~~the~~respectively, ~~Notes~~and isare ~~attached~~incorporated ~~hereto~~by asreference ~~Exhibit 99~~herein.1.

In connection with the issuance of the Notes, the Company intends to distribute a preliminary offering memorandum to certain potential investors. Attached hereto as Exhibit 99.2 are excerpts from that preliminary offering memorandum. In addition, the Company intends to disclose as part of these financing activities that (i) it estimates that cash incentive compensation expense for the year ended December 31, 2010 will be approximately $44 million higher than for the year ended December 31, 2009 due to the Company’s return to normal business practices for incentive compensation in fiscal year 2010 and (ii) it expects that, based on information currently available, its capital expenditures will be between $32 million and $36 million for the year ended December 31, 2010.

The information furnished under this Item 7.01 and in Exhibits 99.1 and 99.2 shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filings that such information is to be considered “filed” or incorporated by reference therein.

Exhibit 99.2 includes (a) summary pro forma financial data for the twelve-month period ended September 30, 2010 and (b) financial measures that differ from measures calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), including earnings before interest, taxes, depreciation and amortization (including impairments to goodwill and other intangible assets and adjustments for purchase accounting) (“EBITDA”), Adjusted Operating Income and Adjusted EBITDA. We believe that the presentation of these financial measures enhances an investor’s understanding of our financial performance. We further believe that these financial measures are useful financial metrics to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business. We also believe that these financial measures will provide investors with a useful tool for assessing the comparability between periods of our ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures. We use certain of these financial measures for business planning purposes and in measuring our performance relative to that of our competitors.

We believe these financial measures are commonly used by investors to evaluate our performance and that of our competitors. However, our use of the terms EBITDA, Adjusted Operating Income and Adjusted EBITDA varies from that of others in our industry. These financial measures should not be considered as alternatives to net income (loss), operating income (loss) or any other performance measures derived in accordance with GAAP as measures of operating performance or operating cash flows or as measures of liquidity.

EBITDA, Adjusted Operating Income and Adjusted EBITDA have important limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations are:

• EBITDA, Adjusted Operating Income and Adjusted EBITDA:

• exclude certain tax payments that may represent a reduction in cash available to us;

• exclude certain impairments and adjustments for purchase accounting;

• do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

• do not reflect changes in, or cash requirements for, our working capital needs; and

• do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, including the Notes.

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA, Adjusted Operating Income (with respect to amortization) and Adjusted EBITDA do not reflect any cash requirements for such replacements; and

• other companies in our industry may calculate EBITDA, Adjusted Operating Income and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.

Because of these limitations, EBITDA, Adjusted Operating Income and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these financial measures only supplementally.

In calculating these financial measures, we make certain adjustments that are based on assumptions and estimates that may prove to have been inaccurate. In addition, in evaluating these financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Our presentation of EBITDA, Adjusted Operating Income and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

In calculating Adjusted Operating Income and Adjusted EBITDA, we add back certain non-cash, non-recurring and other items that are included in EBITDA and net income. Additionally, the manner in which we present Adjusted EBITDA in Exhibit 99.2 differs from the way Adjusted EBITDA is presented in the definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on December 6, 2010 in that the Adjusted EBITDA amounts in Exhibit 99.2 (i) are pro forma amounts that take into account the Company’s status after completion of the Transaction, (ii) do not include costs associated with being a public company, certain non-cash expenses related to equity-based incentive compensation and certain management fees, and (iii) give effect to cost savings initiatives that are being implemented, but that are not yet completed.

Forward Looking Statements

The information set forth in Exhibit 99.2 includes forward-looking statements that are based on information currently available to management, management’s beliefs, as well as on a number of assumptions concerning future events. Forward-looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, which could cause the actual results to differ materially from those currently expected. For a more detailed description of the factors that could cause such a difference, please see the Company’s filings with the SEC. In providing forward-looking statements, the Company does not intend, and is not undertaking any obligation or duty, to update these statements as a result of new information, future events or otherwise.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

ExhibitNo.		Description
99.1		CommScope, Inc. press release, dated January 4, 2011
3.1		Second Amended and Restated Certificate of Incorporation of CommScope, Inc.
99.2		Excerpts from Preliminary Offering Memorandum
3.2		Second Amended and Restated Bylaws of CommScope, Inc.
3.3		Supplemental Indenture dated as of January 14, 2011, to the First Supplemental Indenture dated as of May 28, 2009, to the Subordinated Indenture dated as of May 28, 2009, by and between the Company and U.S. Bank National Association as Trustee.
99.1		CommScope, Inc. press release dated January 14, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized.

Date: January 414, 2011

COMMSCOPE, INC. By: /s/ ~~JEARLD~~Jearld L. ~~LEONHARDT~~Leonhardt Name: Jearld L. Leonhardt Title: Executive Vice President and Chief Financial Officer

INDEX OF EXHIBITS

ExhibitNo.		Description
99.1		CommScope, Inc. press release, dated January 4, 2011
3.1		Second Amended and Restated Certificate of Incorporation of CommScope, Inc.
99.2		Excerpts from Preliminary Offering Memorandum
3.2		Second Amended and Restated Bylaws of CommScope, Inc.
3.3		Supplemental Indenture dated as of January 14, 2011, to the First Supplemental Indenture dated as of May 28, 2009, to the Subordinated Indenture dated as of May 28, 2009, by and between the Company and U.S. Bank National Association as Trustee.
99.1		CommScope, Inc. press release dated January 14, 2011.

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