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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 30092-2967
NORCROSS, GEORGIA (Zip Code)
(Address of Principal Executive Offices)
SCIENTIFIC-ATLANTA, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
James F. McDonald Please address a copy of all
Chief Executive Officer communications 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)
CALCULATION OF REGISTRATION FEE
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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
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Common
Stock, Par
Value $0.50 1,000,000 $18.44 $18,440,000 $5,440
Per Share shares
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(1) Calculated pursuant to Rules 457(c) and 457(h)(1), based on the average of
the high and low sale prices ($18.44 per share) of the Common Stock of the
Registrant on the New York Stock Exchange on September 1, 1998.
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described
therein.
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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
27, 1997 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act");
(b) The Registrant's quarterly reports for the fiscal quarters
ended September 26, 1997, December 26, 1997, and March 27, 1998;
(c) 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
(d) 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.
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<PAGE>
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
ITEM 8. EXHIBITS
The exhibits filed as part of this Registration Statement are as
follows:
Exhibit Number Description of Exhibit
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4 Scientific-Atlanta, Inc. 1998 Employee Stock Purchase Plan
5 Opinion of William E. Eason, Jr., General Counsel of
Registrant, as to the legality of the securities being
registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of William E. Eason, Jr. (included in the opinion
filed as Exhibit 5)
24 Power of Attorney authorizing James F. McDonald and Wallace G.
Haislip 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:
(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.
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(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.
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<PAGE>
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 4th day of September,
1998.
SCIENTIFIC-ATLANTA, INC.
By: /s/ James F. McDonald
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JAMES F. MCDONALD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James F. McDonald and Wallace G. Haislip,
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 September 4, 1998
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JAMES F. MCDONALD, PRESIDENT AND CHIEF Date
EXECUTIVE OFFICER AND DIRECTOR
(PRINCIPAL EXECUTIVE OFFICER)
/s/ Wallace G. Haislip September 4, 1998
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WALLACE G. HAISLIP, SENIOR VICE PRESIDENT- Date
FINANCE, CHIEF FINANCIAL OFFICER AND TREASURER
(PRINCIPAL FINANCIAL OFFICER)
/s/ Julian W. Eidson September 4, 1998
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JULIAN W. EIDSON, Date
VICE PRESIDENT AND CONTROLLER
(PRINCIPAL ACCOUNTING OFFICER)
[Signatures continued on next page]
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<PAGE>
[Signatures continued from preceding page]
/s/ Marion H. Antonini September 4, 1998
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MARION H. ANTONINI, DIRECTOR Date
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DAVID W. DORMAN, DIRECTOR Date
/s/ William E. Kassling September 4, 1998
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WILLIAM E. KASSLING, DIRECTOR Date
/s/ Wilbur Branch King September 4, 1998
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WILBUR BRANCH KING, DIRECTOR Date
/s/ Mylle Bell Mangum September 4, 1998
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MYLLE BELL MANGUM, DIRECTOR Date
/s/ Alonzo L. McDonald September 4, 1998
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ALONZO L. MCDONALD, DIRECTOR Date
/s/ David J. McLaughlin September 4, 1998
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DAVID J. MCLAUGHLIN, DIRECTOR Date
/s/ James V. Napier September 4, 1998
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JAMES V. NAPIER, DIRECTOR Date
/s/ Sam Nunn September 4, 1998
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SAM NUNN, DIRECTOR Date
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<PAGE>
EXHIBIT INDEX
Exhibits
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4 Scientific-Atlanta, Inc. 1998 Employee Stock Purchase Plan
5 Opinion of William E. Eason, Jr., General Counsel as to the legality
of the securities being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of William E. Eason, Jr. (included in the opinion filed as
Exhibit 5)
24 Power of Attorney authorizing James F. McDonald and Wallace G. Haislip
to sign amendments to this Registration Statement on behalf of
officers and directors of the Registrant (contained on Signature Page
of Registration Statement)
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<PAGE>
EXHIBIT 4
SCIENTIFIC-ATLANTA, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Scientific-Atlanta, Inc. 1998 Employee
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Stock Purchase Plan (hereinafter referred to as the "Plan") is to encourage and
facilitate the accumulation of savings by eligible employees and to foster good
employee relations by providing an opportunity for employees to acquire a
proprietary interest in Scientific-Atlanta, Inc. (hereinafter referred to as the
"Corporation").
2. Administration. The Plan shall be administered by the Human Resources
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and Compensation Committee of the Board of Directors of the Corporation or such
other committee of directors as may be appointed by the Board for that purpose
(the "Committee"). The Committee shall have the authority to interpret the Plan
and establish such regulations and policies and take all such other actions as
may be necessary or desirable to carry out the provisions contained herein. A
decision of the Committee as to any disputed question, including questions of
construction, interpretation and administration, will be final and binding on
all persons. All costs and expenses incurred in administering the Plan shall be
paid by the Corporation and other Participating Employers, as hereafter defined.
3. Participating Employers. The Plan shall be offered by the Corporation
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to its eligible employees and to the eligible employees of those companies whose
Boards of Directors specifically authorize participation in the Plan and which
companies are wholly-owned subsidiaries or majority-owned affiliated companies
of the Corporation, all of said companies (including the Corporation)
hereinafter referred to collectively as "Participating Employers".
4. Eligibility. Each regular employee of each Participating Employer
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(excluding officers and directors of the Corporation) who works at least 20
hours per week shall be eligible to participate in the Plan beginning in the
Quarterly Plan Period (as defined below) next following such employee's
completion of one hour of regular service with the Corporation and/or any other
Participating Employers, provided, however, that while a person is performing
services in one of the following categories, he or she shall not be entitled to
participate in the Plan, notwithstanding any provision to the contrary:
(i) A Temporary Employee (including Co-op Employees) - a person
employed on a temporary basis by the Participating Employer, as
classified by the Participating Employer in its sole discretion,
regardless of how long the person actually works for the
Participating Employer;
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(ii) An Independent Contractor - a person whom the Participating
Employer regards to be an independent contractor, as evidenced
by the fact that the Participating Employer does not withhold
taxes from the person's compensation, even if the individual is
determined to be a common law employee of the Participating
Employer;
(iii) A Contractor's Employee - a person working for a company
providing goods or services (including temporary employee
services) to the Participating Employer whom the Participating
Employer does not regard to be its common law employee, as
evidenced by the fact that the Participating Employer does not
withhold taxes from the person's compensation, even if the
individual is determined to be a common law employee of the
Participating Employer;
(iv) A Leased Employee - a person who is a leased employee within the
meaning of Internal Revenue Code (hereinafter referred to as the
"Code") Section 414(n);
(v) A Person Who Has Waived Participation - a person to whom the
Participating Employer did not extend the opportunity of
participating in the Plan and who agreed orally or in writing to
such non-participant status; and
(vi) An Otherwise Excluded Individual - a person excluded from
participation in the Plan by any other provision.
Notwithstanding anything herein to the contrary, directors of the
Corporation and officers of the Corporation who are elected by the Board of
Directors shall not be eligible to participate in the Plan. The periods January
1 through March 31, April 1 through June 30, July 1 through September 30, and
October 1 through December 31 shall constitute the "Quarterly Plan Periods" as
used herein. "Regular service" as is used in this paragraph shall mean
continuous service of at least 20 hours per week, including all actual working
earned time, all earned time off for vacation, all earned sick leave taken, and
all other excused paid time off. Notwithstanding the fact that an employee
shall otherwise be eligible to participate in the Plan, in the event any such
employee shall be on a non-pay status for more than an aggregate of 4 weeks
during any single Quarterly Plan Period, such employee shall not be eligible for
such Quarterly Plan Period. In determining eligibility, there is included
regular service with any Participating Employer or with a corporation whose
assets have heretofore been acquired by any Participating Employer.
5. Entry Dates. Eligible employees can enter or re-enter for
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participation in the Plan only as of the January 1, April 1, July 1 and October
1 entry dates next following
<PAGE>
delivery to their Participating Employer of an executed application for payroll
deduction authorization; provided, however, that an eligible employee can enter
or re-enter the Plan only after giving his or her Participating Employer no less
than 30 days' prior written notification of such intention to enter or re-enter.
6. Duration of the Plan; Amendment. The Board of Directors of the
-------------------------------
Corporation may, at any time, or from time to time, amend, modify, suspend or
terminate the Plan, in full or in part. The Plan shall continue in force and
effect until duly suspended or terminated by appropriate action of the Board of
Directors of the Corporation. The Board of Directors of the Corporation shall
have the sole and exclusive right, either as to any employee or any
Participating Employer, or both, to suspend or terminate the Plan at any time,
including, without limitation, at any time during or in the midst of any
Quarterly Plan Period. Any Participating Employer may withdraw from the Plan at
any time by resolution of its Board of Directors. The Corporation, or other
Participating Employer, shall promptly give notice of any suspension,
termination, amendment or modification to the employees affected, and in the
event of termination shall promptly distribute to participating employees all
balances in their respective accounts.
7. Contributions Under the Plan. Each eligible employee may elect to
----------------------------
make contributions to an account established for the employee (the "Stock
Purchase Account") for the purposes of purchasing Common Stock of the
Corporation ("Common Stock") pursuant to the Plan by payroll deductions of an
amount up to, but not exceeding, 10%, in whole percent increments of his or her
annual compensation from the Participating Employer. Annual compensation shall
include wages, salary, overtime pay, cash bonuses and cash commissions, but
shall exclude indirect payments such as contributions by the Participating
Employer to any profit sharing plan, pension plan, welfare plan, group insurance
plan, or other plan. Subject to this maximum, an employee may elect in writing
to increase or decrease his or her rate of contribution effective at the
beginning of the next subsequent Quarterly Plan Period following receipt by his
or her Participating Employer of such written election; provided, however, no
such change in the amount of payroll deductions shall be effective prior to the
expiration of 30 days after the receipt by the Participating Employer of such
written election. The amount of each participating employee's contribution shall
be credited to such employee's Stock Purchase Account on the books of the
Corporation, but without interest, as soon as practical after each pay day. The
"Stock Purchase Date" shall be the last day of each Quarterly Plan Period or the
next succeeding business day if the last day of the Quarterly Plan Period is not
a business day.
8. Accounts. Individual Stock Purchase Accounts shall be kept on the
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books of the Corporation with respect to each participating employee in such
manner as is prescribed by the Committee. Each participating employee will
receive a statement following each Stock Purchase Date showing the following
information: (i) number of shares purchased for the employee on such Stock
Purchase Date; (ii) the price paid per share; (iii) the market value of the
Common Stock on the Stock Purchase Date; (iv) the
<PAGE>
average price during the preceding Quarterly Plan Period; (v) the amount of
employee funds applied to the purchase; (vi) the balance in the employee's
account; and (vii) certain additional information for use in preparation of the
employee's income tax return.
9. Purchase of Shares. On each Stock Purchase Date, the Corporation
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shall apply the funds then accumulated in each participating employee's Stock
Purchase Account to the purchase of whole shares of the Common Stock. The
Corporation may issue stock from authorized and unissued stock, treasury stock,
or stock purchased in the open market for this purpose. Any balance remaining
credited to the participating employee's Stock Purchase Account after the
purchase of the maximum number of full shares shall be retained in the account
and treated as part of the accumulations for the succeeding Quarterly Plan
Period.
The purchase price of shares purchased under the Plan shall be the lower of
(a) the current market value of the Common Stock on the Stock Purchase Date, or
(b) the average of the closing sales prices of the Common Stock on the national
securities exchange for each trading day of the full Quarterly Plan Period next
preceding the Stock Purchase Date (if the stock is not traded on each day, the
previous day's closing sale price will be used for that day). In determining
such average prices, appropriate adjustments shall be made to reflect any stock
dividends or stock splits, recapitalizations or reorganizations made during the
quarter.
10. Number of Shares Subject to the Plan. Subject to the provisions of
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Section 15 below (relating to adjustments upon changes in capitalization) a
total of 1,000,000 shares of Common Stock may be purchased under the Plan.
Unless the Board of Directors of the Corporation approves the purchase of
additional shares hereunder, the Plan shall automatically terminate at such time
as all of said shares have been purchased hereunder. In the event of such
automatic termination, the remaining available shares shall be prorated in the
most equitable manner practicable to the accounts of all the participating
employees as of the last Stock Purchase Date upon which any of such shares are
available, and the remaining account balances shall be treated as if all
participating employees had withdrawn pursuant to Paragraph 12 hereof. Nothing
contained herein shall in any way limit the right of the Corporation to suspend,
terminate, amend or modify the Plan or any Participating Employer to withdraw
from the Plan as provided in Paragraph 6 of the Plan.
11. Issuance of Stock. Any stock purchased by any participating employee
-----------------
pursuant to the Plan shall be issued and delivered by the Corporation directly
to such employee. The Plan and the issuance of securities hereunder are subject
to all applicable federal and state laws, rules and regulations and such
approvals by any regulatory or governmental agency which may, in the opinion of
counsel for the Corporation, be necessary or advisable in connection therewith.
Without limiting the generality of the foregoing, no shares of Common Stock may
be issued hereunder unless and until all legal and regulatory requirements
applicable to the issuance have, in the opinion of counsel to the
<PAGE>
Corporation, been complied with. Notwithstanding anything to the contrary
herein, however, the Corporation shall not be obligated to issue any stock until
it is listed or authorized to be added to the list upon official notice of
issuance upon any stock exchange where the Common Stock may at the time be
listed. The Corporation may, as a condition precedent to the transfer of any
stock, require the employee to give such assurances as requested to assure
compliance with all applicable legal requirements.
The Common Stock will be issued as of each Stock Purchase Date, and
certificates representing these shares will be delivered to participating
employees within a reasonable period after each such Stock Purchase Date.
12. Withdrawal. The execution by a participating employee of a payroll
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deduction authorization does not constitute a commitment on his or her part to
buy stock, and he or she may cancel such authorization at any time prior to a
Stock Purchase Date by withdrawing from the Plan 10 days prior to the next Stock
Purchase Date. An employee's participation in the Plan will be terminated when
the employee (a) voluntarily elects to cancel and to withdraw his or her entire
accumulated individual contributions then credited to his or her Stock Purchase
Account or (b) ceases to be eligible pursuant to Paragraph 4. Any election by
an employee to cancel and withdraw his or her contributions from a Stock
Purchase Account shall not be effective until such written election is given by
such employee in writing and received by the Corporation or other Participating
Employer. Upon termination, any funds contributed by the employee and remaining
in his or her account shall be returned to him or her. If an employee dies, any
balance in his or her Stock Purchase Account will be paid in the same manner as
prescribed by law for balances due him or her from his or her payroll account.
13. Assignment of Interest in Plan. Except for the provisions in
------------------------------
Paragraph 12 relating to the distribution of an employee's interest upon his or
her death, the rights of a participating employee under the Plan are not
assignable by him or her by operation of law or otherwise. No person has or may
create a lien on any funds held under the Plan.
14. Rights as a Stockholder. A participating employee shall have no
-----------------------
voting or other rights as a stockholder with respect to any unissued shares of
stock covered by the Plan until the date of the issuance or delivery of a stock
certificate to him or her for such shares, except as the Committee shall deem
necessary in its sole discretion to carry out the purposes of the Plan. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificates are issued or
delivered, except as the Committee shall determine in its sole discretion.
15. Adjustments Upon Changes in Capitalization. If the outstanding shares
------------------------------------------
of the Common Stock are increased, decreased, changed into, or exchanged for, a
different number or kind of shares or securities of the Corporation through a
reorganization or merger
<PAGE>
in which the Corporation is the surviving entity, or through a combination,
recapitalization, reclassification, stock split, stock dividend, stock
consolidation or otherwise, an appropriate adjustment shall be made in the
number and kind of shares that may be issued under the Plan.
Upon the dissolution or liquidation, or upon a reorganization, merger or
consolidation of the Corporation with one assets or properties of the
Corporation to another entity, the Plan shall terminate, and any outstanding
rights hereunder shall terminate and the Corporation thereupon shall promptly
refund the balance of the respective Stock Purchase Accounts to each
participating employee, unless (i) the Committee shall determine, in its sole
and absolute discretion, that any and all rights to purchase Common Stock under
the Plan shall accelerate and become immediately exercisable or (ii) provision
shall be made in connection with such transaction for the assumption by the
acquiring entity of the purchase rights theretofore granted hereunder, or for
the substitution of such rights with new rights covering the stock of a
successor employer entity, or an affiliate thereof, with appropriate adjustments
as to number and kind of shares and prices. If the Committee determines to
accelerate any or all rights to purchase shares of Common Stock, the
acceleration date designated by the Committee shall be deemed to be the Stock
Purchase Date for the purpose of computing the purchase price.
In so adjusting the number and kind of shares that may be issued under the
Plan, or in determining that no such adjustment is necessary, any determination
by the Committee shall be conclusive.
16. Indemnification of Board of Directors. In addition to such other
-------------------------------------
rights of indemnification as they may have as directors of the Corporation, the
members of the Committee and the other directors of the Corporation shall be
indemnified by the Corporation to the fullest extent permitted by law against
the reasonable expenses, including attorneys' fees, actually and necessarily
incurred in connection with any action, suit or proceeding or any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any shares
purchased or issued hereunder, and against all amounts paid by them in
settlement thereof or paid by them in satisfaction of a judgment in any such
action, suit or proceeding, except in relation to matters as to which it shall
be adjudged in such action, suit, or proceeding that any such individual is
liable for gross negligence or willful misconduct in the performance of his or
her duties; provided that within 60 days after institution of any such action,
suit or proceeding the defendant(s) shall in writing offer the Corporation the
opportunity, at its own expense, to handle and defend the same.
17. Application of Funds; No Interest Paid. The net proceeds received by
--------------------------------------
the Corporation from the sale of Common Stock pursuant to the Plan will be
included in the general funds of the Corporation free of any trust or other
restriction and may be used for general corporate purposes. Under no
circumstances shall interest on amounts held in a
<PAGE>
participating employee's Stock Purchase Account be paid to any participating
employee or credited to any employee's Stock Purchase Account, except as
determined by the Committee in its sole and absolute discretion.
18. Employment. The purchase of any Common Stock pursuant to the Plan
----------
will not confer upon any recipient thereof any rights of employment with any
Participating Employer or affect the right of any Participating Employer to
terminate the employment of the recipient at any time.
19. Participation in Predecessor Plan. To the extent an eligible employee
---------------------------------
has contributions held in an account established for such employee pursuant to
the Corporation's predecessor Employee Stock Purchase Plan as amended and
restated through June 16, 1998 (the "Predecessor Plan") during the Quarterly
Plan Period in which the Plan is adopted by the Corporation's Board of
Directors, then all such amounts shall be automatically transferred to and
deposited in a Stock Purchase Account established for the eligible employee
under the Plan. In addition, all elections to make contributions to purchase
stock made under the Predecessor Plan by an employee eligible to participate in
the Plan shall be deemed to have been made under the Plan and such employee
shall automatically be deemed to be participating herein, with all contributions
made after the effective date of the Plan to be deposited in such participating
employee's Stock Purchase Account for the purpose of purchasing Common Stock on
the next applicable Stock Purchase Date in accordance with the Plan.
20. Headings. Headings are provided herein for convenience only and shall
--------
not serve as a basis for interpretation or construction of the Plan.
21. Governing Law. The Plan shall governed by, and construed and enforced
-------------
in accordance with, the laws of the State of Georgia. If any provision which
shall be held by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions of the Plan shall continue to be fully
effective.
22. Effective Date. The Plan shall be effective as of the date on which
--------------
it is adopted by the Board of Directors of the Corporation.
<PAGE>
The Corporation has caused the following officers to execute the Plan to
evidence that the Plan has been approved by the Corporation's Board of
Directors.
SCIENTIFIC-ATLANTA, INC.
By: /s/ Brian C. Koenig
--------------------------
Brian C. Koenig
Senior Vice President -
Human Resources
By: /s/ William E. Eason, Jr.
--------------------------
William E. Eason, Jr.
Senior Vice President,
General Counsel and
Corporate Secretary
<PAGE>
EXHIBIT 5
[Scientific-Atlanta, Inc. Letterhead]
September 4, 1998
Scientific-Atlanta, Inc.
One Technology Parkway, South
Norcross, Georgia 30092-2967
Re: Scientific-Atlanta, Inc.
1998 Employee Stock Purchase Plan
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 1,000,000 shares of the
Company's common stock, par value $0.50 per share (the "Common Stock"), for
issuance under the Company's 1998 Employee Stock Purchase Plan (the "Plan").
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 1,000,000 shares covered by such Registration
Statement, when issued in accordance with the terms of the Plan and 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>
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, 1997, appearing on page 13 of Scientific-Atlanta, Inc.'s
Form 10-K for the year ended June 27, 1997.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
September 4, 1998
