<PAGE>
As filed with the Securities and Exchange Commission on March 8, 2000
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 Identification No.)
Incorporation or Organization)
One Technology Parkway, South 30092-2967
Norcross, Georgia (Zip Code)
(Address of Principal Executive Offices)
1996 EMPLOYEE STOCK OPTION PLAN, AS AMENDED
(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)
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(2) Price Fee
- ---------------------------------------------------------------------------
Common
Stock, Par
Value $0.50 2,000,000 shares(1) $135.5625 $271,125,000 $71,577
Per Share
===========================================================================
(1) Pursuant to Rule 416, the number of shares registered under this
Registration Statement may fluctuate if certain recapitalization actions,
such as stock splits or stock dividends occur.
(2) Calculated pursuant to Rules 457(c) and 457(h)(1), based on the average of
the high and low sale prices ($135.5625 per share) of the Common Stock of
the Registrant on the New York Stock Exchange on March 3, 2000.
<PAGE>
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement pertains to additional shares of
Registrant's common stock that may be issued pursuant to the 1996 Employee Stock
Option Plan, as amended effective February 20, 2000 (the "Amended Plan"). The
Amended Plan was effective February 20, 2000 and unless otherwise noted herein,
the contents of Registrant's Form S-8 Registration Statements (File Nos. 333-
18893 and 333-67471) relating to Registrant's 1996 Employee Stock Option Plan
prior to its amendment are incorporated by reference into this Registration
Statement on Form S-8.
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
- -------------- ----------------------
4 1996 Employee Stock Option Plan, As Amended Effective
February 20, 2000
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)
<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 6th day of March,
2000.
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 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 March 6, 2000
- ------------------------------------------- -------------
James F. McDonald, President and Chief Date
Executive Officer and Director
(Principal Executive Officer)
/s/ Wallace G. Haislip March 6, 2000
- ------------------------------------------- -------------
Wallace G. Haislip, Senior Vice President, Date
Chief Financial Officer and Treasurer
(Principal Financial Officer)
/s/ Julian W. Eidson March 6, 2000
- ------------------------------------------- -------------
Julian W. Eidson Date
Vice President and Controller
(Principal Accounting Officer)
[Signatures continued on next page]
<PAGE>
[Signatures continued from preceding page]
/s/ Marion H. Antonini March 6, 2000
- ---------------------------------- -------------
Marion H. Antonini Date
Director
/s/ David W. Dorman March 6, 2000
- ---------------------------------- -------------
David W. Dorman Date
Director
/s/ William E. Kassling March 6, 2000
- ---------------------------------- -------------
William E. Kassling Date
Director
/s/ Mylle Bell Mangum March 6, 2000
- ---------------------------------- -------------
Mylle Bell Mangum Date
Director
/s/ David J. McLaughlin March 6, 2000
- ---------------------------------- -------------
David J. McLaughlin Date
Director
/s/ James V. Napier March 6, 2000
- ---------------------------------- -------------
James V. Napier Date
Director
/s/ Sam Nunn March 6, 2000
- ---------------------------------- -------------
Sam Nunn Date
Director
<PAGE>
EXHIBIT INDEX
Exhibits
- --------
4 1996 Employee Stock Option Plan, As Amended Effective February 20, 2000
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)
<PAGE>
EXHIBIT 4
SCIENTIFIC-ATLANTA, INC.
1996 EMPLOYEE STOCK OPTION PLAN
As amended by the Board of Directors on
February 20, 2000
<PAGE>
SCIENTIFIC-ATLANTA, INC.
------------------------
1996 EMPLOYEE STOCK OPTION PLAN
-------------------------------
1. PURPOSE.
-------
This Plan is intended to provide incentive to key Employees of the
Corporation and its Subsidiaries, to encourage proprietary interest in the
Corporation by its Employees, to encourage such key Employees to remain in the
employ of the Corporation and its Subsidiaries, and to attract new Employees
with outstanding qualifications.
2. DEFINITIONS.
-----------
Unless otherwise defined herein or the context otherwise requires, the
capitalized terms used herein shall have the following meanings:
(a) "Administrator" shall mean the officer of the Corporation
-------------
appointed by the Committee pursuant to Section 4 hereof.
(b) "Board" shall mean the Board of Directors of the Corporation.
-----
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
----
(d) "Committee" shall mean the Human Resources and Compensation
---------
Committee, a committee appointed by the Board.
(e) "Common Stock" shall mean, unless otherwise specifically
------------
provided, the common stock of the Corporation and any class of common
shares of the Corporation into which such common stock may hereafter be
converted, exchanged or reclassified.
(f) "Corporation" shall mean Scientific-Atlanta, Inc., a Georgia
-----------
corporation.
(g) "Disability" shall mean 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
Corporation's Long Term Disability Plan.
(h) "Employee" shall mean an individual who is employed (within the
--------
meaning of Section 3401 of the Code and the regulations thereunder) by
the Corporation or a Subsidiary (i.e., an individual with respect to whom
----
income taxes must be withheld from compensation), but who is not an
officer of the Corporation.
<PAGE>
(i) "Exercise Price" shall mean the price per Share of Common Stock,
--------------
determined by the Committee, at which an Option may be exercised.
(j) "Fair Market Value" shall mean 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 Composite 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 Common Stock ceases to be
listed on the New York Stock Exchange, then the Fair Market Value on the
date of valuation shall be determined in good faith by the Committee, and
such determination shall be conclusive and binding on all persons. If the
date of valuation is not a business day, the closing price as reported on
the New York Stock Exchange Composite on the last business day preceding
the date of valuation shall be utilized.
(k) "Option" shall mean any stock option granted pursuant to this
------
Plan. All Options shall be granted on the date the Committee takes the
necessary action to approve the grant. However, if the minutes or other
action of the Committee provide that an Option is to be granted as of
another date, the date of grant shall be such other date.
(l) "Option Agreement" shall mean a written stock option agreement
----------------
evidencing a particular Option.
(m) "Optionee" shall mean an Employee who has received an Option.
--------
(n) "Plan" shall mean this Scientific-Atlanta, Inc. 1996 Employee
----
Stock Option Plan, as it may be amended from time to time.
(o) "Purchase Price" shall mean the Exercise Price times the number
--------------
of Shares with respect to which an Option is exercised.
(p) "Retirement" shall mean voluntary termination of employment after
----------
the date on which the Employee (i) has completed five (5) years of service
with the Corporation, and (ii) the sum of the Employee's age and years of
service with the Corporation is equal to sixty-five (65).
(q) "Share" shall mean one (1) share of Common Stock, adjusted in
-----
accordance with Section 9 of this Plan (if applicable).
(r) "Subsidiary" shall mean any corporation at least fifty percent
----------
(50%) of the total combined voting power of which is owned by the
Corporation or by another Subsidiary.
3. EFFECTIVE DATE.
--------------
This Plan was adopted by the Board effective November 13, 1996. This Plan
shall terminate as provided in Section 8 below.
<PAGE>
4. ADMINISTRATION.
--------------
(a) Committee. Unless otherwise determined by the Board from time to
---------
time, Option grants under this Plan shall be made by the Committee. Acts of
a majority of the Committee at a meeting at which a quorum is present, or
acts reduced to or approved in writing by the unanimous consent of the
members of the Committee, shall be the valid acts of the Committee.
The Committee shall from time to time at its discretion select the
Employees who are to be granted Options, determine the number of Shares to
be optioned to each Optionee and set the terms of the Options. No member of
the Committee shall be liable for any action or determination made in good
faith with respect to this Plan or any Option granted hereunder.
(b) Administrator. The Committee shall appoint an officer of the
-------------
Corporation as the Administrator of the Plan. The Administrator shall have
full authority to construe, interpret and administer the Plan, and, except
as to matters which are expressly reserved herein for determination by the
Board or the Committee, the Administrator's decisions and determinations in
the administration of the Plan shall be final, conclusive and binding on
all persons, including, without limitation, the Corporation, the
shareholders and directors of the Corporation and any persons having any
interests in any Options granted under this Plan.
5. PARTICIPATION.
-------------
The Optionees shall be those key Employees of the Corporation or the
Subsidiaries to whom Options may be granted from time to time by the Committee.
6. STOCK.
-----
The stock subject to Options granted under this Plan shall be Shares of the
Corporation's authorized but unissued or reacquired Common Stock. The aggregate
number of Shares which may be issued upon exercise of Options under this Plan
shall not exceed Five Million (5,000,000). The number of Shares subject to
Options outstanding at any time shall not exceed the number of Shares remaining
available for issuance under this Plan. Whenever an Optionee's rights to
exercise an Option as to any Shares shall cease for any reason before he or she
has exercised such Option as to such Shares, the Option shall be deemed
terminated to that extent and such Shares shall again be available for issuance
under this Plan. The limitations established by this Section 6 shall be subject
to adjustment in the manner provided in Section 9 hereof upon the occurrence of
an event specified in Section 9.
7. TERMS AND CONDITIONS OF OPTIONS.
-------------------------------
(a) Stock Option Agreements. Options shall be evidenced by written
-----------------------
Option Agreements in such form as the Committee shall from time to time
determine. Such Option Agreements shall comply with and be subject to the
terms and conditions set forth herein.
<PAGE>
(b) Option Exercisable. Except as otherwise provided in this Plan,
------------------
Options held by an Optionee may be exercised only while the Optionee is
employed by the Corporation or a Subsidiary.
(c) Number of Shares. Each Option shall state the number of Shares to
----------------
which it pertains.
(d) Exercise Price. Each Option shall state the Exercise Price, which
--------------
shall not be less than the Fair Market Value on the date of grant. The
Exercise Price shall be subject to adjustment as provided in Section 9
hereof.
(e) Medium and Time of Payment. Upon the exercise of any Option, the
--------------------------
Purchase Price shall be paid in full in United States dollars by certified
check or other form of payment acceptable to the Administrator; provided,
however, that if the applicable Option Agreement so provides, or the
Committee, in its sole discretion otherwise approves thereof, the Purchase
Price may be paid, (i) by the surrender of Shares, in good form for
transfer, owned by the person exercising the Option and having a Fair
Market Value on the date of exercise equal to the Purchase Price, or (ii)
in any combination of cash and Shares, as long as the sum of the cash so
paid and the Fair Market Value of the Shares so surrendered equals the
Purchase Price.
In the event the Corporation determines that it is required to
withhold state or Federal income tax as a result of the exercise of an
Option, as a condition to the exercise thereof an Optionee must make
arrangements satisfactory to the Administrator to enable it to satisfy such
withholding requirements. Payment of such withholding requirements may be
made, at the election of the Optionee, (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 Corporation 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.
(f) Term and Time for Exercise. Each Option shall state the time or
--------------------------
times when all or part thereof becomes exercisable. No Option shall be
exercisable more than ten (10) years (or less, in the discretion of the
Committee) from the date it was granted. If the Committee does not
determine otherwise, any Option granted under this Plan:
(1) Shall be exercisable as to not more than 25% of the total
number of Shares covered by the Option immediately upon, and during
the year following, the date of the grant;
(2) Shall be exercisable as to not more than 50% of the total
number of Shares covered by the Option on, and during the year
following, the first anniversary of the date of grant;
(3) Shall be exercisable as to not more than 75% of the total
number of Shares covered by the Option on, and during the year
following, the second anniversary of the date of grant; and
<PAGE>
(4) Shall be fully exercisable on the third anniversary of the
date of grant and thereafter prior to expiration of the Option.
If the Committee does not determine otherwise with respect to any
Option granted hereunder, in the event that the employment of the Optionee
by the Corporation or any Subsidiary of the Corporation terminates for any
reason whatsoever, other than death or Retirement, prior to the Option(s)
held by that person becoming fully exercisable as provided above, such
Option(s) shall automatically expire with respect to the unexercisable
portion on the date of termination of employment without any further action
or documentation.
(g) Non-transferability of Options. During the lifetime of the
------------------------------
Optionee, the Option shall be exercisable only by the Optionee and shall
not be assignable or transferable. In the event of the Optionee's death,
the Option shall not be transferable by the Optionee other than by will or
the laws of descent and distribution. Any other attempted alienation,
assignment, pledge, hypothecation, attachment, execution or similar
process, whether voluntary or involuntary, with respect to all or any part
of any Option or right hereunder, shall be null and void and, at the
Corporation's option, shall cause all of the Optionee's rights under the
Option to terminate.
(h) Change in Control of the Corporation.
------------------------------------
(1) Contrary Provisions. Notwithstanding anything contained in
-------------------
this Plan to the contrary, in the event of a Change in Control, the
provisions of this Subsection 7(h) shall govern and supersede any
inconsistent terms or provisions of this Plan.
(2) Change in Control. For purposes of this Plan, a "Change in
-----------------
Control" shall mean 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 Corporation's
then outstanding voting securities (the "Voting Securities"),
provided, however, that for purposes of this Subsection
-------- -------
7(h)(2)(a), the Voting Securities acquired directly from the
Corporation 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 Subsection
7(h)(2)(b). The "Incumbent Board" shall include the individuals
who
<PAGE>
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 Corporation'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 Corporation of (i) a
merger or consolidation involving the Corporation if the
stockholders of the Corporation 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 power of the outstanding voting
securities of the corporation 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 Corporation or an agreement for the sale or other
disposition of all or substantially all of the assets of the
Corporation.
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 Corporation 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 Corporation in the same proportion as their
ownership of stock in the Corporation 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 Corporation 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
<PAGE>
Securities by the Corporation, and after such share acquisition
by the Corporation, 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 Plan to the
contrary, if a Change in Control takes place and an 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 Plan, 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.
(3) Time for Exercise Upon a Change in Control. Upon a Change in
------------------------------------------
Control, all options granted under this Plan that are held by
Employees at the time of such Change in Control shall become
immediately exercisable in full, without regard to the years that have
elapsed from the date of grant.
(4) Termination of Employment Following Change in Control. If an
-----------------------------------------------------
Optionee's employment terminates following a Change in Control other
than for "cause" (as hereinafter defined), the applicable provisions
of Subsection 7(i) of this Plan shall apply except that as of and
after the date of the Change in Control, the Administrator shall not
make any determination or take any action in connection with an
Optionee's termination of employment which would cause any option
granted under this Plan (i) to not be exercisable in full or (ii) to
expire earlier than the latest date allowable under Subsection 7(i) as
applicable.
(5) Amendment or Termination.
------------------------
(a) Subsection 7(h) of this Plan shall not be amended or
terminated at any time.
(b) Any amendment or termination of this Plan prior to a
Change in Control which (1) 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 (2) otherwise arose
in connection with or in anticipation of a Change in Control,
shall be null and void and shall have no effect whatsoever.
(i) Cessation of Employment; etc. After an Optionee ceases to be an
----------------------------
Employee, his or her rights to exercise any unexercised Option then held by
the Optionee shall be determined as provided in this Subsection 7(i). No
Option may be exercised after its term expires or the Option is otherwise
canceled.
<PAGE>
(1) Retirement.
----------
(a) For Options granted prior to August 18, 1999, if an
Optionee ceases to be an Employee because of Retirement (and not
on account of termination for "cause" (as hereinafter defined)),
such Optionee may exercise the Option immediately with respect to
(i) the Shares which he or she could have purchased at the time
of Retirement, and (ii) any Shares which would have become
available for purchase under the Option if the Optionee's
employment had continued for one year after the date of
Retirement. To the extent unexercised, such Option, granted prior
to August 18, 1999, shall expire two (2) years after the date of
Retirement or the date of expiration of the Option as shown in
the applicable Option Agreement, whichever shall occur first.
(b) For Options granted on or after August 18, 1999, if an
Optionee ceases to be an Employee because of Retirement (and not
on account of termination for "cause" (as hereinafter defined)),
such Optionee may exercise the Option immediately with respect to
the Shares which he or she could have purchased at the time of
Retirement. Additionally, the right to exercise such Option shall
continue to vest for a period of three (3) years after the
Optionee's Retirement. To the extent unexercised, such Option,
granted on or after August 18, 1999, shall expire three (3) years
after the date of Retirement or the date of expiration of the
Option as shown in the applicable Option Agreement, whichever
shall occur first.
(2) Death. If the Committee does not determine otherwise with
-----
respect to any Option, upon the death of an Employee who at the time
of his or her death holds an Option, the Option shall be exercisable
(by the executor or the administrator of the deceased Optionee's
estate or by a person who acquired the right to exercise the option by
bequest or inheritance or by reason of such death) for a period of
three (3) years after such Employee's death, with respect to all
Shares covered by the Option, regardless of whether the Option was
exercisable as to such Shares prior to the Optionee's death.
Notwithstanding the foregoing, the Committee may, in a special case,
permit a longer period for exercise of an Option after death of an
Optionee, but in no event shall such period extend beyond the date of
expiration of the Option as set forth in the Option Agreement.
(3) Disability. If an Optionee ceases active service as an
----------
Employee by reason of Disability, such Optionee shall have the right
to exercise the Option at any time within twelve (12) months after
such cessation of employment, but except as provided in the applicable
Option 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 the applicable Option Agreement
and had not previously been exercised.
<PAGE>
(4) Termination for Cause. If an Optionee's employment is
---------------------
terminated for "cause" (as hereinafter defined), such Optionee's
Option(s) shall expire immediately upon the giving to such Optionee of
the notice of such termination. "Cause," for purposes of this
Subsection 7(i), 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.
(5) Other Reasons. If an Optionee ceases to be an Employee for
-------------
any reason other than those mentioned above in Subsections (1), (2),
(3) or (4), 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 the
applicable Option 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 the applicable Option
Agreement and had not previously been exercised.
(6) Leave of Absence. An Optionee's employment with the
----------------
Corporation shall not be considered as having been terminated while
the Optionee is on military or sick leave or other bona fide leave of
absence (such as temporary employment by the Government) if the period
of such leave does not exceed ninety (90) days, or, if longer, so long
as the Optionee's right to re-employment with the Corporation is
guaranteed either by statute or by contract. Where the period of such
leave exceeds ninety (90) days and where the Optionee's rights to re-
employment is not guaranteed either by statute or by contract, the
Optionee's employment will be deemed to have terminated on the ninety-
first (91st) day of such leave.
(j) Rights as a Stockholder. No one shall have rights as a
-----------------------
stockholder with respect to any Shares covered by his or her Option until
the date of the issuance of a stock certificate for such Shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether
in cash, securities or other property), distributions or other rights for
which the record date is prior to the date such stock certificate is
issued, except as provided in Section 9 hereof.
(k) Modification, Extension and Renewal of Options. Within the
----------------------------------------------
limitations of this Plan, the Committee may modify, extend or renew
outstanding Options or accept the cancellation of outstanding Options (to
the extent not previously exercised) for the granting of new Options in
substitution therefor. The foregoing notwithstanding, no modification of an
Option shall, without the consent of the Optionee, alter or impair any
rights or obligations under any Option previously granted.
(l) Other Provisions. The Option Agreements authorized under this
----------------
Plan may contain such other provisions not inconsistent with the terms of
this Plan as the Committee shall deem advisable (including, without
limitation, restrictions upon the exercise of the Option or subjecting the
Shares issued pursuant to the exercise of an Option to rights of repurchase
by the Corporation).
<PAGE>
(m) Substitution of Option. Notwithstanding any inconsistent
----------------------
provisions or limits under this Plan, in the event the Corporation acquires
(whether by purchase, merger or otherwise) all or substantially all of the
outstanding capital stock or assets of another corporation by any
reorganization or other transaction qualifying under Section 425 of the
Code, the Committee may, in accordance with the provisions of that Section,
substitute options under this Plan for options under the plan of the
acquired company provided (i) the excess of the aggregate Fair Market Value
of the Shares subject to an Option immediately after the substitution over
the aggregate Option Price of such Shares is not more than the similar
excess immediately before such substitution and (ii) the new Option does
not give persons additional benefits, including any extension of the
exercise period.
8. TERM OF PLAN.
------------
Options may be granted pursuant to this Plan until the expiration of this
Plan on November 13, 2001.
9. RECAPITALIZATIONS.
-----------------
The number of Shares covered by this Plan as provided in Section 6 hereof,
the number of Shares covered by each outstanding Option and the Exercise Price
thereof shall be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a subdivision or consolidation of Shares
or the payment of a stock dividend (but only of Common Stock) or any other
increase or decrease in the number of issued Shares effected without receipt of
consideration by the Corporation.
Unless provisions are made for the continuance of this Plan or the
assumption by, or the substitution for outstanding Options of new options
covering the stock of, a successor employer corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and prices, in the event of any merger, consolidation, reorganization,
liquidation or dissolution of the Corporation, or any exchange of Shares, each
outstanding Option shall automatically be deemed to pertain to the securities
and other property to which a holder of the number of Shares covered by the
Option would have been entitled to receive in connection with any such event,
and shall no longer pertain to the Shares. A dissolution or liquidation of the
Corporation shall cause each outstanding Option to terminate.
To the extent that the foregoing adjustments relate to securities of the
Corporation, such adjustments shall be made by the Committee, whose
determination shall be conclusive and binding on all persons.
Except as expressly provided in this Section 9, the Optionee shall have no
rights by reason of any subdivision or consolidation of shares of stock of any
class, the payment of any stock dividend or any other increase or decrease in
the number of shares of stock of any class or by reason of any dissolution,
liquidation, merger or consolidation or spin-off of assets or stock of another
corporation, and any issue by the Corporation of shares of stock of any class,
or securities convertible into shares of stock of any class, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option.
<PAGE>
The grant of an Option pursuant to this Plan shall not affect in any way
the right or power of the Corporation to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.
10. SECURITIES LAW REQUIREMENTS.
---------------------------
(a) Securities Act Requirements. No Option granted pursuant to this
---------------------------
Plan shall be exercisable in whole or in part, and the Corporation shall
not be obligated to sell any Shares subject to any such Option, if such
exercise and sale would, in the opinion of counsel for the Corporation,
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 Plan, the Administrator 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
Administrator, they are necessary to enable the Corporation 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 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.
11. AMENDMENT OF THIS PLAN.
----------------------
The Board may from time to time, with respect to any Shares at the time not
subject to Options, suspend or discontinue this Plan or revise or amend it in
any respect whatsoever.
12. APPLICATION OF FUNDS.
--------------------
The proceeds received by the Corporation from the sale of Common Stock
pursuant to the exercise of an Option will be used for general corporate
purposes.
13. EXECUTION.
---------
To record the adoption of this Plan by the Board on November 13, 1996, and
its most recent amendment on February 20, 2000, the Corporation has caused this
Plan to be executed by its authorized officers.
<PAGE>
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]
March 7, 2000
Scientific-Atlanta, Inc.
One Technology Parkway, South
Norcross, Georgia 30092-2967
Re: 1996 Employee Stock Option Plan, As Amended Effective February 20, 2000
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 2,000,000 shares of the
Company's common stock, par value $0.50 per share (the "Common Stock"), for
issuance under the Company's 1996 Employee Stock Option Plan, as amended
effective February 20, 2000, to non-officer employees of the Company pursuant to
option grants.
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 2,000,000 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>
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, 1999, appearing on page 12 of Scientific-Atlanta, Inc.'s
Form 10-K for the year ended July 2, 1999.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
March 7, 2000
