<PAGE> 1
As filed with the Securities and Exchange Commission on December 27, 1996
Registration No. 333-
================================================================================
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
Incorporation or Organization) Identification No.)
ONE TECHNOLOGY PARKWAY, SOUTH 30092
NORCROSS, GEORGIA (Zip Code)
(Address of Principal Executive Offices)
NON-QUALIFIED STOCK OPTION AGREEMENT WITH EMPLOYEE
(Full Title of the Plan)
James F. McDonald Please address a copy of all communications
Chief Executive Officer to:
Scientific-Atlanta, Inc. William E. Eason, Jr., Esq.
One Technology Parkway, South Scientific-Atlanta, Inc.
Norcross, Georgia 30092 One Technology Parkway, South
(Name and Address of Agent For Service) Norcross, Georgia 30092
Telephone: (770) 903-5000
(770) 903-5000
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock, Par
Value $0.50 100,000 $17-7/8 $1,787,500 $542
Per Share shares
=============================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(h)(1), based on an option exercise
price of $17-7/8 per share as set forth in the Non-Qualified Stock
Option Agreement.
<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 28, 1996 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 $0.50 per share, 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
Mr. Eason, an executive officer of the Registrant, is also
a partner at the law firm of Paul, Hastings, Janofsky & Walker LLP, which firm
performs legal services for the Registrant. Mr. Eason receives a fixed salary
from the firm for work which he performs for clients of the firm other than the
Registrant, but has no interest in the firm's earnings and profits.
-2-
<PAGE> 3
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:
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
- -------------- ----------------------
<S> <C>
4 Non-Qualified Stock Option Agreement between
Scientific-Atlanta, Inc. and James F. McDonald
5 Opinion of Paul, Hastings, Janofsky & Walker LLP as to
the legality of the securities being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP to the
filing and use of their opinion relating to the
legality of the securities (contained 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)
</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.
-3-
<PAGE> 4
(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.
-4-
<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 Gwinnett County, State of Georgia, on this 12th
day of December, 1996.
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.
<TABLE>
<S> <C>
/s/James F. McDonald December 12, 1996
- ------------------------------------------------ ---------------------
JAMES F. MCDONALD, PRESIDENT AND CHIEF Date
EXECUTIVE OFFICER AND DIRECTOR
(PRINCIPAL EXECUTIVE OFFICER)
/s/Harvey A. Wagner December 12, 1996
- ------------------------------------------------ ---------------------
HARVEY A. WAGNER, SENIOR VICE PRESIDENT-FINANCE, Date
CHIEF FINANCIAL OFFICER AND TREASURER
(PRINCIPAL FINANCIAL OFFICER)
/s/Julian W. Eidson December 12, 1996
- ------------------------------------------------ ---------------------
JULIAN W. EIDSON Date
VICE PRESIDENT AND CONTROLLER
(PRINCIPAL ACCOUNTING OFFICER)
</TABLE>
[Signatures continued on next page]
<PAGE> 6
[Signatures continued from preceding next page]
<TABLE>
<S> <C>
/s/Marion H. Antonini December 12, 1996
- ------------------------------------------------ ---------------------
MARION H. ANTONINI Date
DIRECTOR
/s/William E. Kassling December 12, 1996
- ------------------------------------------------ ---------------------
WILLIAM E. KASSLING Date
DIRECTOR
/s/Wilbur Branch King December 12, 1996
- ------------------------------------------------ ---------------------
WILBUR BRANCH KING Date
DIRECTOR
/s/Mylle Bell Mangum December 12, 1996
- ------------------------------------------------ ---------------------
MYLLE BELL MANGUM Date
DIRECTOR
/s/Alonzo L. McDonald December 12, 1996
- ------------------------------------------------ ---------------------
ALONZO L. MCDONALD Date
DIRECTOR
/s/David J. McLaughlin December 12, 1996
- ------------------------------------------------ ---------------------
DAVID J. MCLAUGHLIN Date
DIRECTOR
/s/James V. Napier December 12, 1996
- ------------------------------------------------ ---------------------
JAMES V. NAPIER Date
DIRECTOR
/s/Sidney Topol December 12, 1996
- ------------------------------------------------ ---------------------
SIDNEY TOPOL Date
DIRECTOR
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibits
- --------
<S> <C>
4. Non-Qualified Stock Option Agreement between
Scientific-Atlanta, Inc. and James F. McDonald
5. Opinion of Paul, Hastings, Janofsky & Walker LLP as
to the legality of the securities being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP to
the filing and use of their opinion relating to the
legality of the securities (contained 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)
</TABLE>
<PAGE> 1
EXHIBIT 4
EXECUTION ORIGINAL
NON-QUALIFIED STOCK OPTION AGREEMENT
This Option Agreement (the "Agreement") is made and entered into as of
the 13th day of November, 1996, by and between Scientific-Atlanta, Inc., a
Georgia corporation (the "Company"), and James F. McDonald (the "Optionee").
R E C I T A L S:
WHEREAS, the Company desires to grant the Optionee an Option (as
defined below); and
WHEREAS, the parties hereto desire to set forth herein the terms and
conditions applicable to such Option;
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. Definitions. Each capitalized term used herein which is not
otherwise defined herein shall have the meaning ascribed to such term in
Schedule 1 attached hereto.
2. Grant. The Company hereby grants to the Optionee an option (the
"Option") to purchase from the Company 100,000 shares of the $0.50 par value
common stock of the Company ("Common Stock") at an exercise price of $17 - 7/8
per share, which exercise price is subject to adjustment as provided in
Paragraph 11 hereof. The Option is intended to be treated as a non-qualified
stock option for all purposes and is not intended to qualify as an incentive
stock option for purposes of the Code.
3. Term. The term of the Option shall commence on the date hereof
("Date of Grant") and shall terminate and expire, to the extent not previously
exercised, on November 12, 2006.
4. Vesting; Limitation on Right to Exercise. Except as otherwise set
out in this Agreement, the Optionee shall have the right to exercise the Option
on and after May 13, 2001, but the Optionee shall have the right to earlier
exercise the Option on and after November 13, 1998, in the following
percentages, provided that the specified events have been satisfied:
(a) fifty percent (50%) of the shares subject to the Option shall
be exercisable if the closing price of the Common Stock of the
Company, as reported by the New York Stock Exchange, has been
$27.00 per share or more for twenty (20) consecutive business
days at any time after the Date of Grant of the Option; or
<PAGE> 2
(b) one hundred percent (100%) of the shares subject to the Option
shall be exercisable if the closing price of the Common Stock
of the Company, as reported by the New York Stock Exchange,
has been $35.00 per share or more for more than twenty (20)
consecutive business days at any time after the Date of Grant
of the Option.
The targeted per share closing prices set forth in Subparagraphs (a)
and (b) above shall be appropriately adjusted in the event of any change of the
type described in Paragraph 11 of this Agreement.
Notwithstanding that the Optionee may have the right, pursuant to the
above provisions, to exercise the Option as to some or all of the shares subject
to the Option, Optionee agrees that he will not exercise the Option as to any
shares subject to the Option until such time as (i) Optionee is no longer an
employee of the Company and (ii) such exercise will not cause the Company to
lose, pursuant to the terms of Section 162 (m) of the Code, the right to deduct
from the Company's income, for federal income tax purposes, the compensation to
the Optionee resulting from such exercise.
5. Manner of Exercise of the Option. The Option may be exercised from
time to time, in whole or in part, by delivering a written notice of exercise to
the Corporate Secretary of the Company. Such notice is irrevocable and must be
accompanied by full payment of the purchase price (i) in cash, (ii) by delivery
of shares of Common Stock at the Fair Market Value of such shares determined as
of the exercise date, or a combination of (i) and (ii).
6. Cessation of Employment; etc. After the Optionee ceases to be an
employee, his rights to exercise any unexercised Option then held by him shall
be determined as provided in this Paragraph 6. The Option may not be exercised
after the term set forth in Paragraph 3 expires or after the Option is otherwise
canceled.
(a) Retirement. If the Optionee ceases to be an employee because
of Retirement (and not on account of termination for "cause"
(as hereinafter defined)),the Optionee shall have the right to
exercise the Option at any time within two (2) years following
the date of his Retirement but, except as otherwise provided
in this Agreement, only to the extent that, as of the date of
his Retirement, the Optionee's right to exercise such Option
had accrued pursuant to the terms of this Agreement and had
not previously been exercised. To the extent unexercised, the
Option shall expire two (2) years after the date of Retirement
or the date of expiration of the term of the Option as set
forth in Paragraph 3, whichever shall occur first.
(b) Death. If the Human Resources and Compensation Committee (the
"Committee") does not determine otherwise with respect to the
Option, upon the death of the Optionee, the Option shall be
exercisable immediately (by the executor or the administrator
of the deceased Optionee's estate or by a person who acquired
the right
2
<PAGE> 3
to exercise the option by bequest or inheritance or by reason
of such death) with respect to only the shares as to which the
deceased Optionee had the right to exercise the Option at the
time of his death. To the extent unexercised, the Option shall
expire (i) one (1) year after the date of such death, or (ii)
in the event of death following termination of employment by
reason of Retirement as described in Paragraph 6(a)
immediately above, the expiration date of the Option after
Retirement, whichever occurs last. Notwithstanding the
foregoing, the Committee may, in a special case, permit a
longer period for exercise of an Option after the death of the
Optionee, but in no event shall such period extend beyond the
date of expiration of the Option as set forth in this
Agreement.
(c) Disability. If the Optionee ceases active service as an
employee by reason of Disability, he shall have the right to
exercise the Option at any time within one (1) year after such
cessation of employment, but except as provided in this
Agreement, only to the extent that, at the date of such
cessation of employment, the Optionee's right to exercise such
Option had accrued pursuant to the terms of this Agreement and
had not previously been exercised.
(d) Termination for Cause. If the Optionee's employment is
terminated for "cause" (as hereinafter defined), this Option
shall expire immediately upon the giving to him of the notice
of such termination. "Cause," for purposes of this Paragraph
6(d), shall mean dishonest or fraudulent conduct which would
normally be considered as sufficient basis for discharging an
employee from a management and/or a supervisory position, or
negligence, inaction or misconduct which constitutes failure
by the Optionee to meet such Optionee's obligations and
perform such Optionee's duties of employment.
(e) Other Reasons. If the Optionee ceases to be an employee for
any reason other than those mentioned above in Subparagraphs
(a), (b), (c) or (d), the Optionee shall have the right to
exercise the Option at any time within thirty (30) days
following such cessation, discharge or termination, but,
except as otherwise provided in this Agreement, only to the
extent that, at the date of cessation, discharge or
termination, the Optionee's right to exercise such Option had
accrued pursuant to the terms of this Agreement and had not
previously been exercised.
7. Exercise of Options upon a Change of Control of the Company. In the
event of a Change of Control of the Company, this Option, whether or not vested
at such time, shall automatically vest and be immediately exercisable in full,
without regard to the years which have elapsed or events which have occurred
since the Date of Grant.
3
<PAGE> 4
8. Termination of Employment Following Change in Control. If the
Optionee's employment terminates following a Change in Control other than for
"cause" (as defined in Paragraph 6(d)), the applicable provisions of Paragraph 6
of this Agreement shall apply, except that as of and after the date of the
Change in Control, neither the Committee nor the Board shall make any
determination or take any action in connection with the Optionee's termination
of employment which would cause the Option either (i) to not be exercisable in
full or (ii) to expire earlier than the latest date allowable under Paragraph 6
as applicable.
9. Amendment or Termination.
(a) Paragraphs 7 and 8 of this Agreement shall not be amended or
terminated at any time.
(b) Any amendment or termination of this Agreement prior to a
Change in Control which (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, or (ii) otherwise
arose in connection with or in anticipation of a Change in
Control, shall be null and void and shall have no effect
whatsoever.
(c) Except as provided in subparagraphs (a) and (b) above, the
Board shall have the authority and right to amend this
Agreement at any time upon ten (10) days' prior written notice
to Optionee, provided that such amendment does not adversely
affect Optionee's rights under this Agreement.
10. Rights of a Shareholder; Non-Transferability. No one shall have
rights as a shareholder with respect to any shares covered by this Option until
the date of issuance of a stock certificate for such shares. Nothing in this
Option confers on Optionee any right to continue in the employ of the Company or
to continue to perform services for the Company or interferes in any way with
the right of the Company to terminate his services as an officer or other
employee at any time.
Unless the Committee passes a resolution granting Optionee the right to
transfer the Option or a portion of the Option to others, no Option shall be
transferable by the Optionee other than by will or the laws of descent and
distribution and may only be exercised during his lifetime by the Optionee, or
by a guardian or legal representative.
11. Recapitalizations. In the event of any change in the outstanding
shares of Common Stock by reason of any stock dividend or split,
recapitalization, merger, consolidation, spin-off, reorganization, combination
or exchange of shares, or other similar corporate change, or other increase or
decrease in such shares without receipt or payment of consideration by the
Company,
4
<PAGE> 5
the Company will make such adjustments to the Option, to prevent dilution or
enlargement of the rights of Optionee, including any or all of the following:
(a) adjustments in the aggregate number or kind of shares of
Common Stock which may be issued upon exercise of the Option;
(b) adjustments in the purchase price of the Common Stock covered
by the Options.
No such adjustments, however, may change materially the value of benefits
available to Optionee under the Option.
12. Taxes; Withholding. In the event the Company determines that
it is required to withhold state or federal taxes as a result of the exercise
of an Option, as a condition to the exercise thereof, the Optionee must make
arrangements satisfactory to the Corporate Secretary to enable the Company to
satisfy such withholding requirements. Payment of such withholding requirements
may be made (i) in cash, (ii) by delivery of shares registered in the name of
Optionee, which shares have a Fair Market Value at the time of exercise equal
to the amount to be withheld, (iii) by the Company withholding shares subject
to the Option, which shares have a Fair Market Value at the time of exercise
equal to the amount to be withheld, or (iv) any combination of (i), (ii) and
(iii) above.
13. Securities Law Requirements.
(a) Securities Act Requirements. No Option granted pursuant to
this Agreement shall be exercisable in whole or in part, and
the Company shall not be obligated to sell any shares subject
to any such Option, if such exercise and sale would, in the
opinion of the Corporate Secretary, violate the Securities Act
of 1933 (or other federal or state statutes having similar
requirements) as it may be in effect at that time.
As a condition to the issuance of any shares upon exercise of
an Option under this Agreement, the Corporate Secretary may
require the Optionee to furnish a written representation that
he is acquiring the shares for investment and not with a view
to distribution to the public. Such representations shall be
required in cases where, in the opinion of the Corporate
Secretary, they are necessary to enable the Company to comply
with the provisions of the Securities Act of 1933, and any
shareholder who gives such representation shall be released
from it at such a time as the shares to which it applies are
registered pursuant to the Securities Act of 1933.
(b) Listing and Regulatory Requirements. Each Option shall be
subject to the further requirements that if at any time the
Committee shall determine in its discretion that the listing
or qualification of the shares of stock subject to such Option
under any securities exchange requirements or under any
applicable law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a
5
<PAGE> 6
condition of, or in connection with, the granting of such
Option or the issue of Shares thereunder, such Option may not
be exercised in whole or in part unless and until such
listing, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to
the Committee.
14. Notices. Any notice, payment or communication required or permitted
to be given by any provision of this Agreement shall be in writing and shall be
delivered personally or sent by certified mail, return receipt requested,
addressed as follows: if to the Company at One Technology Parkway South,
Norcross, Georgia 30092, Attention: Corporate Secretary, if to Optionee, at the
address set forth on the signature page hereto. Each party may, from time to
time, by notice to the other party hereto, specify a new address for delivery of
notices to such party hereunder. Any such notice shall be deemed to be
delivered, given, and received for all purposes as of the date such notice is
received or properly mailed.
15. Binding Effect. Except as otherwise provided in this Agreement,
every covenant, term, and provision of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, legatees,
legal representatives, successors, transferees, and assigns.
16. Headings. Section and other headings contained in this Agreement
are for reference purposes only and are not intended to describe, interpret,
define or limit the scope, event or intent of this Agreement or any provision
hereof.
17. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity or
legality of the remainder of this Agreement.
18. Governing Law. The laws of the state of Georgia shall govern the
validity of this Agreement, the construction of its terms, and the
interpretation of the rights and duties of the parties hereto.
6
<PAGE> 7
IN WITNESS WHEREOF, this Agreement is executed as of the 14th day of
November, 1996.
COMPANY:
SCIENTIFIC-ATLANTA, INC.
By: /s/ Brian C. Koenig
--------------------------------------
Its: Senior Vice President, Human Resources
OPTIONEE:
/s/ James F. McDonald
-------------------------------------------
James F. McDonald
OPTIONEE'S ADDRESS:
2870 Pharr Court South, N.W.
#3101
Atlanta, Georgia 30305
OPTIONEE'S SSN:
###-##-####
7
<PAGE> 8
SCHEDULE 1
TO
NON-QUALIFIED STOCK OPTION AGREEMENT
"BOARD" means the Board of Directors of the Company.
"CHANGE IN CONTROL" means 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 Agreement, 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 Agreement.
The "Incumbent Board" shall include the individuals who as of
August 20, 1990 are 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
<PAGE> 9
power of the outstanding voting securities of the Company
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 Subject Person, provided, that if a
Change in Control would occur (but for the 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 this Agreement to the
contrary, if a Change in Control takes place and the
Optionee's employment is terminated prior to the completed
Change in Control and the Optionee 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 this Agreement, the date of a
Change in Control in respect of such Optionee shall mean the
date immediately prior to the date of termination of such
Optionee's employment.
"CODE" means the Internal Revenue Code of 1986, as amended.
<PAGE> 10
"DISABILITY" means the condition of an individual who is unable to
engage in any substantial gainful activity by reason of any physical or mental
impairment which is classified as a disability in the Company's Long Term
Disability Plan.
"FAIR MARKET VALUE" means the value of one (1) share of Common Stock,
and shall be equal to the closing sale price as reported on the New York Stock
Exchange on the date of valuation or, if no sale occurred on that date, then the
mean between the closing bid and asked prices on such exchange on such date. If
the date of valuation is not a business day, the price on the last business day
preceding the date of valuation shall be utilized.
"RETIREMENT" shall mean the Optionee's voluntary termination of his
employment with the Company after he has either (i) attained age sixty (60) or
(ii) attained age fifty-five (55) and attained the tenth (10th) anniversary of
his seniority date.
<PAGE> 1
EXHIBIT 5
December 26, 1996
17528.49938
Scientific-Atlanta, Inc.
One Technology Parkway, South
Norcross, Georgia 30092
Re: Scientific-Atlanta, Inc.
Non-Qualified Stock Option Agreement with
Employee Registration Statement on Form
S-8
Ladies and Gentlemen:
As counsel for Scientific-Atlanta, Inc., a Georgia corporation (the
"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 100,000 shares
of the Company's common stock, $0.50 par value per share, for issuance upon the
exercise of options represented by that certain Non-Qualified Stock Option
Agreement dated November 13, 1996, by and between the Company and James F.
McDonald (the "Option Agreement").
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 100,000 shares covered by
said Registration Statement, when issued in accordance with the terms of the
Option Agreement, will be legally issued, fully-paid and nonassessable.
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 LLP
<PAGE> 1
EXHIBIT 23.1
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, 1996 (except with respect to the matter discussed in
Note 6, as to which the date is August 14, 1996), appearing on page 13 of
Scientific-Atlanta, Inc's Form 10-K for the year ended June 28, 1996.
/s/ Arthur Andersen LLP
Atlanta, Georgia
December 26, 1996
