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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 (I.R.S. Employer Identification No.)
of Incorporation or Organization)
5030 Sugarloaf Parkway, Lawrenceville Georgia 30044-2689
(Address of Principal Executive Offices) (Zip Code)
Deferred Compensation Plan for Non-Employee Directors of
Scientific-Atlanta, Inc.
(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 Amount Of
To Be Maximum Offering Maximum Aggregate Registration
Title of Securities To Be Registered Registered (1) Price Per Share (2) Offering Price 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)............... 750,000 shares $58.53125 $43,898,438 $11,590
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(1) 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 Deferred
Compensation Plan for Non-Employee Directors of Scientific-Atlanta, Inc.
(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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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, as amended, and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information of Documents by Reference.
The following documents are incorporated herein by reference:
(a) Scientific-Atlanta's Annual Report on Form 10-K for the year ended June
30, 2000;
(b) Scientific-Atlanta's Quarterly Report on Form 10-Q for the quarter
ended September 29, 2000;
(c) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of the fiscal year
covered by the Scientific-Atlanta's annual report referred to in (a) above; and
(d) The description of Scientific-Atlanta'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 preferred 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 purposes of updating such descriptions.
All documents subsequently filed with the Securities and Exchange Commission by
Scientific-Atlanta 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 such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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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 Scientific-Atlanta 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
-------------- ----------------------
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.
Item 9. Undertakings.
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; and
(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.
The undersigned registrant hereby undertakes that, for 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
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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.
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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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
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James V. Napier
/s/ Marion H. Antonini Director
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Marion H. Antonini
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/s/ David W. Dorman Director
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David. W. Dorman
/s/ William E. Kassling Director
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William E. Kassling
/s/ Mylle Bell Mangum Director
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Mylle Bell Mangum
/s/ David J. McLaughlin Director
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David J. McLaughlin
/s/ Sam Nunn Director
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Sam Nunn
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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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.
