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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
5030 Sugarloaf Parkway, Lawrenceville Georgia 30044-2689
(Address of Principal Executive Offices) (Zip Code)
Scientific-Atlanta, Inc. Voluntary Employee Retirement and Investment Plan
(Full Title of the Plan)
James F. McDonald
President and Chief Executive Officer
Scientific-Atlanta, Inc.
5030 Sugarloaf Parkway
Lawrenceville, Georgia 30044-2689
(Name and Address of Agent For Service)
(770) 903-5000
(Telephone Number, Including Area Code, of Agent For Service)
Please address a copy of all communications to:
William E. Eason, Jr., Esq.
Senior Vice President, General Counsel and Corporate Secretary
Scientific-Atlanta, Inc.
5030 Sugarloaf Parkway
Lawrenceville, Georgia 30044-2689
(770) 903-5000
CALCULATION OF REGISTRATION FEE
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Amount Proposed Proposed
To Be Maximum Offering Maximum Aggregate Amount Of
Title of Securities To Be Registered Registered (1) Price Per Share (2) Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $0.50 per share,
together with associated preferred
stock purchase rights (3)............. 10,000,000 shares $ 58.53125 $ 585,312,500 $ 154,523
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(1) Pursuant to General Instruction E of Form S-8, this registration statement
covers the registration of 10,000,000 shares of common stock in addition to
shares previously registered under Registration Statement Nos. 33-69827 and
333-64971. Pursuant to Rule 416(a) of the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate number of
additional shares which may be offered and issued to prevent dilution
resulting from stock dividends or similar transactions as provided in the
Scientific-Atlanta, Inc. Voluntary Employee Retirement and Investment Plan.
In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to this plan.
(2) Calculated pursuant to Rules 457(c) and 457(h)(1), based on the average of
the per share high and low sale prices ($60.9375 and $56.125, respectively)
of the common stock of the registrant on the New York Stock Exchange
Composite on November 13, 2000.
(3) The securities also include preferred stock purchase rights associated with
the common stock. These preferred stock purchase rights cannot trade
separately from the underlying common stock and, therefore, do not carry a
separate price or necessitate a separate filing.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register 10,000,000
additional shares of the common stock, par value $0.50 per share, together with
associated preferred stock purchase rights (the "Common Stock"), of Scientific-
Atlanta, Inc. ("Scientific-Atlanta") to be issued pursuant to the Scientific-
Atlanta Voluntary Employee Retirement and Investment Plan (the "401(k) Plan").
Scientific-Atlanta has previously registered shares of Common Stock to be issued
under the 401(k) Plan on Registration Statements on Form S-8 (Registration
Statement Nos. 33-69827 and 333-64971, filed on October 1, 1993 and September
30, 1998, respectively) (the "Prior Registration Statements"). Pursuant to and
as permitted by General Instruction E to Form S-8, the contents of the Prior
Registration Statements are incorporated by reference herein, and the opinions
and consents listed at Item 8 below are annexed hereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The exhibits filed as part of this registration statement are as follows:
Exhibit Number Description of Exhibit
-------------- ----------------------
5 Opinion of William E. Eason, Jr., General Counsel of Scientific-
Atlanta, as to the legality of the securities being registered.
23.1 Consent of William E. Eason, Jr. (contained in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
2
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SIGNATURES
The Registrant. 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 Lawrenceville, state of Georgia, on this 8th day of
November, 2000.
SCIENTIFIC-ATLANTA, INC.
By: /s/ James F. McDonald
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Name: James F. McDonald
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date above indicated.
Name Title
---- -----
/s/ James F. McDonald President and Chief Executive Officer, and Director
---------------------- (Principal Executive Officer)
James F. McDonald
/s/ Wallace G. Haislip Senior Vice President, Chief Financial Officer
---------------------- and Treasurer (Principal Financial Officer)
Wallace G. Haislip
/s/ Julian W. Eidson Vice President and Controller
---------------------- (Principal Accounting Officer)
Julian W. Eidson
/s/ James V. Napier Chairman of the Board
----------------------
James V. Napier
/s/ Marion H. Antonini Director
----------------------
Marion H. Antonini
3
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/s/ David W. Dorman Director
-----------------------
David. W. Dorman
/s/ William E. Kassling Director
-----------------------
William E. Kassling
/s/ Mylle Bell Mangum Director
-----------------------
Mylle Bell Mangum
/s/ David J. McLaughlin Director
-----------------------
David J. McLaughlin
/s/ Sam Nunn Director
-----------------------
Sam Nunn
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Lawrenceville, state of
Georgia, on this 8th day of November, 2000.
SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT
AND INVESTMENT PLAN
By: Scientific-Atlanta, Inc. Plan Administrator
By: /s/ Brian C. Koenig
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Name: Brian C. Koenig
Title: Authorized Signatory
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
-------------- ----------------------
5 Opinion of William E. Eason, Jr., General Counsel of Scientific-
Atlanta, as to the legality of the securities being registered.
23.1 Consent of William E. Eason, Jr. (contained in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
