<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCIENTIFIC-ATLANTA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
GEORGIA 58-0612397
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
ONE TECHNOLOGY PARKWAY, SOUTH 30092
NORCROSS, GEORGIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
RESTRICTED STOCK AWARD
GRANTED TO JAMES F. MCDONALD
(FULL TITLE OF THE PLAN)
<TABLE>
<S> <C>
PLEASE ADDRESS A COPY OF ALL COMMUNICATIONS TO:
JAMES F. MCDONALD WILLIAM E. EASON, JR.
CHIEF EXECUTIVE OFFICER SCIENTIFIC-ATLANTA, INC.
SCIENTIFIC-ATLANTA, INC. ONE TECHNOLOGY PARKWAY, SOUTH
ONE TECHNOLOGY PARKWAY, SOUTH NORCROSS, GEORGIA 30092
NORCROSS, GEORGIA 30092 TELEPHONE: (404) 903-9500
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(404) 903-5000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
</TABLE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE FEE
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Common Stock,
Par Value $0.50 Per Share........ 50,000 shares $28.56 $1,428,000 $493
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(c), based on the average of the high and low
sale prices ($28.56 per share) of the Common Stock of the Registrant on the
New York Stock Exchange on February 23, 1994.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant's
annual report referred to in (a) above; and
(c) The description of the Registrant's common stock, par value $.50,
which is contained in its registration statement on Form 10 filed under
Section 12 of the Exchange Act, and the description of the rights to
purchase Common Stock, which is contained in its registration statement on
Form 8-A filed under Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such descriptions.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 14-2-850 through 14-2-859 of the Georgia Business Corporation Code
provide for the indemnification of officers and directors under certain
circumstances against reasonable expenses incurred in defending against a claim
and authorizes Georgia corporations to indemnify their officers and directors
under certain circumstances against reasonable expenses and liabilities incurred
in legal proceedings involving such persons because of their being or having
been an officer or director. The By-laws of the Registrant provide for
indemnification of its officers and directors to the full extent authorized by
such sections.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
2
<PAGE> 3
ITEM 8. EXHIBITS
The exhibits filed as part of this Registration Statement are as follows:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ---------------------------------------------------------------------------------
<S> <C>
4.1 Resolutions containing terms of restricted stock award
5 Opinion of Paul, Hastings, Janofsky & Walker as to the legality of the securities
being registered
23 Consent of Arthur Andersen & Co., Independent Public Accountants
24 Power of Attorney authorizing James F. McDonald and Kenneth V. Jaeggi to sign
amendments to this Registration Statement on behalf of officers and directors of
the Registrant (contained on Signature Page of Registration Statement)
</TABLE>
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
3
<PAGE> 4
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Gwinnett County, State of Georgia, on this 25th day of February,
1994.
SCIENTIFIC-ATLANTA, INC.
By: /s/ JAMES F. McDONALD
James F. McDonald
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James F. McDonald and Kenneth V. Jaeggi, jointly
and severally, his attorneys-in-fact, each with power of substitution for him in
any and all capacities, to sign any amendments to this Registration Statement,
and to file the same, with the exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------- ----------------------- ---------------------
<C> <S> <C>
/s/ JAMES F. McDONALD Chief Executive Officer February 25, 1994
James F. McDonald and Director (Principal
Executive Officer)
/s/ KENNETH V. JAEGGI Senior Vice President -- February 25, 1994
Kenneth V. Jaeggi Finance and Treasurer
(Principal Financial
Officer)
/s/ JULIAN W. EIDSON Vice President and February 25, 1994
Julian W. Eidson Controller (Principal
Accounting Officer)
Director
Marion H. Antonini
/s/ MYLLE H. BELLE Director February 25, 1994
Mylle H. Belle
Director
William E. Kassling
</TABLE>
4
<PAGE> 5
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------- -------------------------
<S> <C> <C>
/s/ WILBUR B. KING Director February 25, 1994
Wilbur B. King
Director
Alonzo L. McDonald
/s/ DAVID J. McLAUGHLIN Director February 25, 1994
David J. McLaughlin
/s/ JAMES V. NAPIER Director February 25, 1994
James V. Napier
/s/ SIDNEY TOPOL Director February 25, 1994
Sidney Topol
</TABLE>
5
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBITS DESCRIPTION PAGE
- -------- ----------------------------------------------------------------------------------
<S> <C> <C>
4.1 Resolutions containing terms of restricted stock award............
5. Opinion of Paul, Hastings, Janofsky & Walker as to the legality of
the securities being registered...................................
23. Consent of Arthur Andersen & Co., Independent Public
Accountants.......................................................
24. Power of Attorney authorizing James F. McDonald and Kenneth V.
Jaeggi to sign amendments to this Registration Statement on behalf
of officers and directors of the Registrant (contained on
Signature Page of Registration Statement).........................
</TABLE>
<PAGE> 1
EXHIBIT 4.1
RESOLVED, that, in accordance with the letter of employment, dated June 21,
1993, between the Company and James F. McDonald ("McDonald"), and in order to
provide an incentive for McDonald to remain in the employment of the Company,
the issuance to McDonald of 50,000 shares (the "Shares") of Common Stock of the
Company on the terms and conditions herein set forth are authorized and
approved.
FURTHER RESOLVED, that the Shares shall be restricted stock and shall be
issued and delivered to McDonald only on the following dates ("Delivery Dates"),
in the following amounts and only on the terms and conditions set forth in these
resolutions:
<TABLE>
<CAPTION>
NUMBER OF SHARES
DATE TO BE DELIVERED
-------------------------------------------------- ----------------
<S> <C>
June 15, 1994..................................... 25,000
June 15, 1995..................................... 12,500
July 15, 1995..................................... 12,500
</TABLE>
Except as set forth below, in order to receive any of the Shares to be
delivered on any Delivery Date, McDonald must be employed by the Company on that
Delivery Date. If the employment of McDonald by the Company is terminated prior
to a Delivery Date by either McDonald or the Company for any reason, either
voluntarily or involuntarily, with or without cause, including without
limitation by death or disability, McDonald will not be entitled to receive any
Shares which otherwise would have been delivered to McDonald on such Delivery
Date or any subsequent Delivery Date, and such forfeited Shares shall be
returned to the Company and canceled. Anything in this Resolution to the
contrary notwithstanding, McDonald, at his election, shall be entitled to
receive the 25,000 shares otherwise to be delivered on the June 15, 1994
Delivery Date at any time on or after the date of adoption of this Resolution,
provided that he is employed by the Company at the time of delivery of such
shares to him.
FURTHER RESOLVED, that the Shares may, at the election of the Chief
Financial Officer of the Company, be issued from either treasury shares or from
authorized and unissued shares of the Company's Common Stock.
FURTHER RESOLVED, that, pending delivery of the Shares to McDonald as above
provided, (i) the Shares shall be held in escrow by the General Counsel of the
Company, (ii) McDonald shall deliver to the General Counsel a stock power
endorsed in blank relating to the Shares, and (iii) the certificate(s)
representing the Shares shall bear substantially the following legend:
The shares represented by this certificate are subject to
certain restrictions as set forth in that certain resolution
adopted by the Board of Directors of the Company on February
15, 1994.
Upon lapse of the restrictions on the Shares, a certificate for the
appropriate number of the Shares (free of all restrictions) shall be delivered
to McDonald.
FURTHER RESOLVED, that the Company shall have the right to require McDonald
to pay the Company the amount of any taxes which the Company is or will be
required to withhold with respect to such Shares before the certificate for such
Shares is delivered to McDonald. The Company may elect to deduct such taxes from
any other amounts payable then or at any time thereafter in cash or Shares or
otherwise to McDonald. McDonald may, by making an irrevocable written election,
satisfy his tax liability by having the Company withhold Shares otherwise
deliverable to McDonald.
FURTHER RESOLVED, that until the Shares are either delivered to McDonald or
surrendered to the Company, McDonald shall have the right to vote such shares
and to receive the dividends therefrom.
FURTHER RESOLVED, that in the event of any stock dividend, stock split,
recapitalization, merger, consolidation, reorganization, sale of assets or
similar transaction, the Executive Committee shall make such adjustment in the
Shares, if any, as it may deem appropriate.
<PAGE> 2
FURTHER RESOLVED, that any of the Shares which have not been delivered to
McDonald shall not be transferable and may not be sold, exchanged, transferred,
pledged, hypothecated or otherwise disposed of by McDonald.
FURTHER RESOLVED, that notwithstanding anything contained in these
resolutions to the contrary, in the event of a Change in Control (as hereinafter
defined), the provisions of this paragraph shall govern and supersede any
inconsistent terms or provisions of these resolutions.
(1) CHANGE IN CONTROL. For purposes of these resolutions, a "Change in
Control" shall mean any of the following events:
(a) The acquisition in one or more transactions by any "Person" (as
the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act")), of
"Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under
the 1934 Act) of twenty percent (20%) or more of the combined voting power
of the Company's then outstanding voting securities (the "Voting
Securities"), provided, however, that for purposes of this paragraph
(1)(a), the Voting Securities acquired directly from the Company by any
Person shall be excluded from the determination of such Person's Beneficial
Ownership of Voting Securities (but such Voting Securities shall be
included in the calculation of the total number of Voting Securities then
outstanding); or
(b) The individuals who are members of the Incumbent Board (as
hereinafter defined), cease for any reason to constitute at least
two-thirds of the Board for purposes of this paragraph (1)(b). The
"Incumbent Board" shall include the individuals who as of August 20, 1990
were members of the Board and any individual becoming a director subsequent
to August 20, 1990 whose election, or nomination for election by the
Company's stockholders, was approved by a vote of at least two-thirds of
the directors then comprising the Incumbent Board; provided, however, that
any individual who is not a member of the Incumbent Board at the time he or
she becomes a member of the Board shall become a member of the Incumbent
Board upon the completion of two full years as a member of the Board;
provided, further, however, that notwithstanding the foregoing, no
individual shall be considered a member of the Incumbent Board if such
individual initially assumed office (i) as a result of either an actual or
threatened "election contest" (within the meaning of Rule 14a-11
promulgated under the 1934 Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board (a
"Proxy Contest"), or (ii) with the approval of the other Board members, but
by reason of any agreement intended to avoid or settle a Proxy Contest; or
(c) Approval by stockholders of the Company of (i) a merger or
consolidation involving the Company if the stockholders of the Company
immediately before such merger or consolidation do not own, directly or
indirectly, immediately following such merger or consolidation, more than
eighty percent (80%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or consolidation
in substantially the same proportion as their ownership of the Voting
Securities immediately before such merger or consolidation, or (ii) a
complete liquidation or dissolution of the Company or an agreement for the
sale or other disposition of all or substantially all of the assets of the
Company.
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because twenty percent (20%) or more of the then outstanding Voting
Securities is acquired by (i) a trustee or other fiduciary holding securities
under one or more employee benefit plans maintained by the Company or any of its
subsidiaries, or (ii) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the stockholders of the Company
in the same proportion as their ownership of stock in the Company immediately
prior to such acquisition.
Moreover, notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by the the Subject Person,
provided, that if a Change in Control would occur (but for the
2
<PAGE> 3
operation of this sentence) as a result of the acquisition of Voting Securities
by the Company, and after such share acquisition by the Company, the Subject
Person becomes the Beneficial Owner of any additional Voting Securities which
increases the percentage of the then outstanding Voting Securities Beneficially
Owned by the Subject Person, then a Change in Control shall occur.
Notwithstanding anything contained in these resolutions to the contrary, if
a Change in Control takes place and McDonald's employment is terminated prior to
the completed Change in Control and McDonald reasonably demonstrates that such
termination (i) was at the request of a third party who has indicated an
intention or taken steps reasonably calculated to effect a Change in Control and
who effectuates a Change in Control or (ii) otherwise occurred in connection
with or in anticipation of a Change in Control which actually occurs, then for
all purposes of these resolutions, the date of the Change in Control shall mean
the date immediately prior to the date of termination of McDonald's employment.
(2) LAPSE OF RESTRICTIONS UPON A CHANGE IN CONTROL. Upon a Change in
Control, all restrictions on the Shares shall immediately lapse and certificates
for any remaining Shares shall immediately be distributed to McDonald.
FURTHER RESOLVED, that the officers of the Company are hereby authorized,
empowered and directed to execute and deliver such certificates, applications,
notices and other documents, including without limitation a listing application
to the New York Stock Exchange and a registration statement to be filed with the
Securities and Exchange Commission, as may be necessary or appropriate to
consummate the foregoing and to give full force and effect to these resolutions.
FURTHER RESOLVED, that the Human Resources and Compensation Committee of
the Board of Directors shall have full authority and discretion to administer
and interpret these resolutions and the terms and provisions of the restricted
stock grant provided for herein, and any decision of the Human Resources and
Compensation Committee shall be final, binding and conclusive.
3
<PAGE> 1
EXHIBIT 5
[LETTERHEAD]
February 25, 1994
Scientific-Atlanta, Inc.
One Technology Parkway, South
Norcross, Georgia 30092
Re: Scientific-Atlanta, Inc.
Registration Statement on Form S-8
Gentlemen and Mesdames:
As counsel for Scientific-Atlanta, Inc., a Georgia corporation ("Company"),
you have requested our opinion in connection with the preparation and filing
with the Securities and Exchange Commission of a Registration Statement on Form
S-8 (the "Registration Statement") registering 50,000 shares of the Company's
common stock, par value $0.50 per share, for issuance pursuant to a restricted
stock award granted by the Company to James F. McDonald.
We have examined such records and documents and made such examination of
law as we have deemed relevant in connection with this opinion. Based on the
foregoing, we are of the opinion that the 50,000 shares covered by said
Registration Statement, when issued in accordance with the terms of the
Prospectus forming a part of the Registration Statement, will be legally issued,
fully paid and nonassessible.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement on Form S-8 of Scientific-Atlanta, Inc.
Respectfully submitted,
PAUL, HASTINGS, JANOFSKY & WALKER
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in Scientific-Atlanta, Inc.'s Form S-8 Registration Statement of
our report dated August 5, 1993, appearing on page 15 of Scientific-Atlanta,
Inc.'s Form 10-K for the year ended July 2, 1993.
ARTHUR ANDERSEN & CO.
Atlanta, Georgia
February 25, 1994
