<PAGE> 1
As filed with the Securities and Exchange Commission on November 8, 1995
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)
GEORGIA 58-0612397
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
ONE TECHNOLOGY PARKWAY, SOUTH
NORCROSS, GEORGIA 30092
(Address of Principal Executive Offices) (Zip Code)
SCIENTIFIC-ATLANTA, INC.
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
James F. McDonald Please address a copy of all communications to:
Chief Executive Officer William E. Eason, Jr.
Scientific-Atlanta, Inc. Scientific-Atlanta, Inc.
One Technology Parkway, South One Technology Parkway, South
Norcross, Georgia 30092 Norcross, Georgia 30092
(Name and Address of Agent for Service) Telephone: (770) 903-5000
(770) 903-5000
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
=====================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Offering Price Per Aggregate Offering
to be Registered Amount to be Share (1) Price Amount of
Registered Registration Fee
- -----------------------------------------------------------------------------------------------------
Common Stock, Par
Value $0.50 Per Share
100,000 shares $13.375 $1,337,500 $462.00
=====================================================================================================
</TABLE>
(1) Calculated pursuant to Rules 457(c) and 457(h)(1), based on the
average of the high and low sale prices ($13.375 per share) of the
Common Stock of the Registrant on the New York Stock Exchange on
November 3, 1995.
<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 annual report for the fiscal year
ended June 30, 1995 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (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 (the "Common Stock"), 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
<PAGE> 3
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of shares of Common Stock
pursuant to the Registrant's Stock Plan For Non-Employee Directors has been
passed upon for the Registrant by William E. Eason, Jr., General Counsel and
Senior Vice President of the Registrant.
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.
ITEM 8. EXHIBITS
The exhibits filed as part of this Registration Statement
are as follows:
Exhibit Number Description of Exhibit
4 Scientific-Atlanta, Inc. Stock Plan For Non-Employee
Directors
5 Opinion of William E. Eason, Jr. as to the legality of
the securities being registered
23(a) Consent of Arthur Andersen LLP
23(b) Consent of William E. Eason, Jr. (included in Opinion
filed as Exhibit 5)
24 Power of Attorney authorizing James F. McDonald and
Harvey A. Wagner to sign amendments to this Registration
Statement on behalf of officers and directors of the
Registrant
(contained on Signature Page of Registration Statement)
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
<PAGE> 4
(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.
<PAGE> 5
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 the City of Norcross, State of Georgia, on this 8th day of
November, 1995.
SCIENTIFIC-ATLANTA, INC.
By: /s/ James F. McDonald
----------------------------------
JAMES F. MCDONALD, PRESIDENT
AND 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 Harvey
A. Wagner, jointly and severally, his or her attorneys-in-fact, each with
power of substitution for him or her 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.
/s/ James F. McDonald November 8, 1995
- ---------------------------------- -------------------------
JAMES F. MCDONALD, PRESIDENT AND Date
CHIEF EXECUTIVE OFFICER AND DIRECTOR
(PRINCIPAL EXECUTIVE OFFICER)
/s/ Harvey A. Wagner November 8, 1995
- ---------------------------------- -------------------------
HARVEY A. WAGNER, SENIOR VICE Date
PRESIDENT, CHIEF FINANCIAL OFFICER
AND TREASURER
(PRINCIPAL FINANCIAL OFFICER)
[Signatures continued on next page]
<PAGE> 6
[Signatures continued from preceding page]
/s/ Julian W. Eidson November 8, 1995
- ---------------------------------- -------------------------
JULIAN W. EIDSON Date
VICE PRESIDENT AND CONTROLLER
(PRINCIPAL ACCOUNTING OFFICER)
/s/ Marion H. Antonini November 8, 1995
- ---------------------------------- -------------------------
MARION H. ANTONINI Date
DIRECTOR
/s/ William E. Kassling November 8, 1995
- ---------------------------------- -------------------------
WILLIAM E. KASSLING Date
DIRECTOR
/s/ Wilbur Branch King November 8, 1995
- ---------------------------------- -------------------------
WILBUR BRANCH KING Date
DIRECTOR
/s/ Mylle Bell Mangum November 8, 1995
- ---------------------------------- -------------------------
MYLLE BELL MANGUM Date
DIRECTOR
/s/ Alonzo L. McDonald November 8, 1995
- ---------------------------------- -------------------------
ALONZO L. MCDONALD Date
DIRECTOR
/s/ David J. McLaughlin November 8, 1995
- ---------------------------------- -------------------------
DAVID J. MCLAUGHLIN Date
DIRECTOR
[Signatures continued on next page]
<PAGE> 7
[Signatures continued from preceding page]
/s/ James V. Napier November 8, 1995
- ---------------------------------- -------------------------
JAMES V. NAPIER Date
DIRECTOR
/s/ Sidney Topol November 8, 1995
- ---------------------------------- -------------------------
SIDNEY TOPOL Date
DIRECTOR
<PAGE> 8
EXHIBIT INDEX
Exhibit Number Exhibit Description
-------------- -------------------
4 Scientific-Atlanta, Inc. Stock Plan For Non-Employee Directors
5 Opinion of William E. Eason, Jr. as to the legality of the
securities being registered
23(a) Consent of Arthur Andersen LLP
23(b) Consent of William E. Eason, Jr. (included in Opinion filed
as Exhibit 5)
24 Power of Attorney authorizing James F. McDonald and Harvey A.
Wagner to sign amendments to this Registration Statement on
behalf of officers and directors of the Registrant (contained
on Signature Page of Registration Statement)
<PAGE> 1
EXHIBIT 4
SCIENTIFIC-ATLANTA, INC.
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
1. PURPOSES
The purposes of this Plan are to aid the Company in attracting and retaining
highly qualified Non-employee Directors, to provide additional compensation as
an incentive for Non-employee Directors to contribute their best efforts to the
Company's success, and to emphasize and enhance the Company's policy of seeking
to have Non-employee Directors maintain a significant investment in the stock
of the Company and thus a strong commonality of interests with the
shareholders.
2. DEFINITIONS
As used in this Plan:
(a) The term "Annual Meeting" means the annual meeting of
shareholders of the Company.
(b) The term "Award" means an Elective Grant or a Stock Award
awarded under this Plan.
(c) The term "Board" means the Board of Directors of the Company.
(d) The term "Board Approval" means approval by a majority of the
directors present at a Board meeting at which a quorum is present.
(e) The term "Company" means Scientific-Atlanta, Inc., a Georgia
corporation.
(f) The term "Committee" shall mean the Governance and Nominations
Committee of the Board or any another committee comprised of directors of the
Board which is vested by the Board with responsibility to administer this Plan.
(g) The term "Elective Grant" shall mean the election by a
Non-employee Director pursuant to Section 3(a) hereof to receive a portion of
his or her Quarterly Compensation in the form of Shares.
(h) The term "Eligible Directors" shall mean those Non-employee
Directors who served on the Board for the entire period from the most recent
Annual Meeting before the grant of a particular Stock Award until the Annual
Meeting at which a Stock Award is granted.
(i) The term "Fair Market Value Per Share" means the closing sale
price of a Share on the New York Stock Exchange on the date such value is
determined or, if there is no trade on such Exchange on that date, then the
closing sale price on the next preceding date on which there is
<PAGE> 2
trade of the Company's Common Stock on such Exchange. In the event that the
Company's Common Stock is not listed on the New York Stock Exchange on the
determination date, the Fair Market Value shall be determined as stated above
but with reference to trades on the largest stock exchange or other public
market on which the Company's Common Stock is then traded.
(j) The term "Non-employee Director" means any person who is elected
to the Board and who has not been an employee of the Company or any of its
subsidiaries at any time during the twelve (12) months preceding any election
by such person under Section 3 hereof or the receipt of a Stock Award by such
person under Section 4 hereof.
(k) The term "Plan" means this Scientific-Atlanta, Inc. Stock Plan
for Non-employee Directors, as amended from time to time.
(l) The term "Quarterly Compensation" means the sum of all meeting
fees, annual retainer fees, and Committee and Board Chairmanship fees for
service as a director earned by a Non-employee Director during a fiscal
quarter. Compensation paid to Non-employee Directors for their service to the
Company in any other capacity, shall be excluded from the calculation of
Quarterly Compensation.
(m) The term "Share" means a share of the Company's Common Stock,
$.50 par value. Shares delivered to the Non-employee Directors under this Plan
may be either authorized but previously unissued shares or previously issued
shares reacquired by the Company.
(n) The term "Shareholder Approval" means the affirmative vote of a
majority of the shares of Common Stock present or represented and entitled to
vote at a meeting of the shareholders of the Company at which a quorum is
present.
(o) The term "Stock Award" means an award consisting of 500 Shares
(subject to adjustment as herein provided) granted to an Eligible Director
pursuant to Section 4(a) hereof.
3. ELECTIVE GRANTS
(a) Each Non-employee Director may make an election to receive up to
100 percent (100%) of his or her Quarterly Compensation (in increments of 5%)
in the form of Shares pursuant to an Elective Grant made in accordance with
this Section 3(a). The election by the Non-employee Director to receive an
Elective Grant of Shares must be in writing and must be delivered to the
Secretary of the Company at least six months and one day before the start of
the fiscal quarter during which services are to be rendered by the Non-employee
Director giving rise to the Quarterly Compensation. The election made by a
Non-employee Director pursuant to this Section 3(a) shall be irrevocable,
except as to Quarterly Compensation payable for services rendered during a
fiscal quarter of the Company commencing at least six months and one day after
an election to revoke or change an earlier election is made in writing to the
Secretary of the Company.
(b) The number of Shares to be granted to a Non-employee Director
who makes an Elective Grant shall equal (i) the amount of the Quarterly
Compensation earned during the Company's fiscal quarter subject to the Elective
Grant, divided by (ii) the Fair Market Value Per Share on the last day of such
fiscal quarter. In no event shall the Company be required to issue
<PAGE> 3
fractional Shares. Any fractional Share will be rounded to the nearest whole
Share.
(c) Subject to the provisions of Sections 6 and 12 hereof, as soon
as practicable after each Non-employee Director's Elective Grant of Shares is
determined, the Company shall cause to be issued and delivered to such
Non-employee Director a stock certificate registered in the name of the
Non-employee Director evidencing his or her Elective Grant, less any Shares
withheld by the Company pursuant to Section 6 below.
(d) No right to an Elective Grant and no interest therein may be
assigned, pledged, hypothecated, or otherwise transferred by a Non-employee
Director except, in the event of the death of a Non-employee Director prior to
the issuance of a stock certificate evidencing an Elective Grant, to the
Non-employee Director's designated beneficiary or, in the absence of such
designation, by will or the laws of descent and distribution.
4. STOCK AWARDS
(a) Beginning with the 1995 Annual Meeting and at the Annual Meeting
every year thereafter through and including the Annual Meeting held in 1999,
every Eligible Director shall be granted a Stock Award.
(b) Subject to the provisions of Sections 6 and 12 hereof, as soon
as practicable after the applicable Annual Meeting, the Company shall cause to
be issued and delivered to each Eligible Director receiving a Stock Award a
stock certificate registered in the name of such Eligible Director evidencing
the Stock Award, less any Shares withheld by the Company pursuant to Section 6
below.
(c) Eligible Directors shall not be deemed for any purpose to be, or
have any rights as, shareholders of the Company with respect to any Stock Award
until the stock certificates are issued and then only from the date of the
issuance of such stock certificates. Appropriate adjustments shall be made for
dividends or distributions or other rights for which the record date is after
an Annual Meeting and prior to the issuance of such stock certificates.
(d) No right to a Stock Award and no interests therein may be
assigned, pledged, hypothecated, or otherwise transferred by an Eligible
Director except that in the event of the death of an Eligible Director after an
Annual Meeting where such Eligible Director received a Stock Award and prior to
the issuance of a stock certificate evidencing such Stock Award, to the
Eligible Director's designated beneficiary or, in the absence of such
designation, by will or by laws of descent and distribution.
5. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
If a reorganization, recapitalization, stock split, stock dividend, combination
of shares, merger, consolidation, rights offering, or any other change in the
corporate structure of the Company or the Shares occurs, then the number and/or
kind of shares to be awarded under the Plan shall be automatically adjusted as
required in order to prevent an unfavorable effect upon the value of the Awards
to be made under this Plan.
<PAGE> 4
6. TAX WITHHOLDING/DEFERRAL
(a) All Awards made pursuant to this Plan shall be subject to the
withholding of state and federal income taxes, FICA tax or other taxes to the
extent required by applicable law. The Company shall have the right, before
delivery of a stock certificate evidencing an Award, to require the recipient
to make arrangements satisfactory to the Company to satisfy such withholding
requirements. A Non-employee Director receiving an Award may satisfy such
withholding requirements by having the Company withhold Shares otherwise
issuable to the director if such director makes an irrevocable election, by way
of a written statement in a form acceptable to the Company, at least six (6)
months before the date the director recognizes federal taxable income with
respect to the receipt of such Award or during any period set forth in Rule
16b-3(e)(3) under the Securities Exchange Act of 1934.
(b) The right to receive any Shares under this Plan may be deferred
under the provisions of the Company's Deferred Compensation Plan for
Non-Employee Directors.
7. ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall have full
authority, consistent with the Plan, to interpret the Plan and to promulgate
such rules and regulations with respect to the Plan as it deems desirable for
the administration of the Plan. The Committee shall have authority to determine
all matters relating to the administration and granting of Awards. All
decisions, determinations and interpretations of the Committee shall be binding
upon all persons.
8. COMPLIANCE WITH APPLICABLE LEGAL REQUIREMENTS
The Plan, the Awards, and the obligation of the Company to deliver Shares under
the Plan shall be subject to all applicable laws, regulations, and the
requirements of the exchanges on which Shares may, at the time, be listed. In
the event that the Shares to be issued under this Plan are not registered under
the Securities Act of 1933 and/or any applicable state securities laws prior to
the delivery of such Shares, the Company may require, as a condition to the
issuance thereof, that each Eligible Director to whom such Shares are to be
issued represent and warrant in writing to the Company that the Shares are
being acquired by him or her for investment for his or her account and not for
resale or with any intent of participating directly or indirectly in any
distribution of such Shares and a legend to that effect may be placed on the
stock certificates representing such Shares.
9. AMENDMENTS
The Committee with Board Approval may amend this Plan or any provision thereof
from time to time for the purpose of satisfying the requirements of any changes
in applicable laws or regulations or for any other purpose which at the time
may be permitted by law, provided that no amendment, except with shareholder
Approval, shall: (I) change the calculation of the Awards so as to increase the
value of the award to the Non-employee Directors; (ii) increase the frequency
of the Awards, (iii) materially increase in any other way the benefits to the
Non-employee Directors, (iv) materially modify the definitions of Non-employee
Director or
<PAGE> 5
Eligible Directors as defined herein, or (v) disqualify a Non-employee Director
from being a "disinterested" administrator (within the meaning of Rule 16b-3 or
any successor rule of the Securities and Exchange Commission) of any
stock-based plan of the Company. Notwithstanding the foregoing, in no case may
the Plan provisions pertaining to the amount or determination of a Stock Award
or the determination of Eligible Directors be amended more than once every six
months, other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder.
10. DISCONTINUANCE
The Board may suspend or discontinue this Plan in whole or in part, but any
such suspension or discontinuance shall not affect Awards granted under this
Plan prior thereto.
11. GOVERNING LAW
This Plan is made in accordance with and shall be governed in all respects by
the laws of the State of Georgia.
12. EFFECTIVE DATE
This Plan shall become effective on the date of Board Approval of the Plan;
provided, however, that the Plan shall be submitted to the shareholders for
Shareholder Approval and, if not approved by the shareholders within one year
from the date of Board Approval, the Plan shall be of no force and effect.
Awards which would otherwise be awarded hereunder before Shareholder Approval
of the Plan is obtained shall be subject to such Shareholder Approval and no
stock certificates for such Awards shall be issued to Eligible Directors before
or until such Shareholder Approval is obtained.
13. TERM
The term of this Plan shall be for the period commencing as of the date of
Board Approval and ending with the Annual Meeting held in 1999.
Approved by the Board of Directors on August 24, 1995.
/s/ James V. Napier
----------------------
Chairman of the Board
/s/ William E. Eason, Jr.
- -------------------------
Secretary
<PAGE> 1
EXHIBIT 5
Scientific-Atlanta, Inc. One Technology Parkway, South Telephone: 770 903-4623
Corporate Legal Norcross, GA 30092-2967 Fax: 770 903-4751
Office of General Counsel
William E. Eason, Jr.
Senior Vice President
General Counsel
November 8, 1995
Scientific-Atlanta, Inc.
One Technology Parkway, South
Norcross, Georgia 30092
Re: Scientific-Atlanta, Inc.
Stock Plan For Non-Employee Directors
Registration Statement Form S-8
Ladies and Gentlemen:
As General Counsel of Scientific-Atlanta, Inc., a Georgia corporation (the
"Company"), I am furnishing this 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 100,000 shares of the
Company's common stock, par value $0.50 per share (the "Common Stock"), for
issuance under the Company's Stock Plan For Non-Employee Directors pursuant to
stock awards to be granted by the Company and elective grants by the
Non-Employee Directors of the Company to receive all or a portion of their
quarterly compensation in the form of shares.
I have examined such records and documents and made such examination of law as
I have deemed relevant in connection with this opinion. Based on the
foregoing, I am of the opinion that the 100,000 shares covered by such
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 nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement.
Respectfully submitted,
/s/ William E. Eason, Jr.
William E. Eason, Jr.
<PAGE> 1
EXHIBIT 23(a)
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 4, 1995, appearing on page 11 of Scientific-Atlanta, Inc.'s
Form 10-K for the year ended June 30, 1995.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
November 6, 1995
