-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, CU4bO6mIj1i9dZq4jlx3H6l3IthlAfBq+WlRlsXHrRR17laJU143wUkWI9cJL4tm I80k0WrmoEjHZvgzR5ky/w== 0000892569-94-000059.txt : 19940302 0000892569-94-000059.hdr.sgml : 19940302 ACCESSION NUMBER: 0000892569-94-000059 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940228 19940319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCIENTIFIC ATLANTA INC CENTRAL INDEX KEY: 0000087777 STANDARD INDUSTRIAL CLASSIFICATION: 3663 IRS NUMBER: 580612397 STATE OF INCORPORATION: GA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-52417 FILM NUMBER: 94513425 BUSINESS ADDRESS: STREET 1: ONE TECHNOLOGY PKWY SOUTH STREET 2: BOX 105600 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 4049035000 FORMER COMPANY: FORMER CONFORMED NAME: SCIENTIFIC ASSOCIATES INC DATE OF NAME CHANGE: 19671024 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1994 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 (IRS EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) ONE TECHNOLOGY PARKWAY, SOUTH 30092 NORCROSS, GEORGIA (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
RESTRICTED STOCK AWARD GRANTED TO JAMES F. MCDONALD (FULL TITLE OF THE PLAN) PLEASE ADDRESS A COPY OF ALL COMMUNICATIONS TO: JAMES F. MCDONALD WILLIAM E. EASON, JR. CHIEF EXECUTIVE OFFICER SCIENTIFIC-ATLANTA, INC. SCIENTIFIC-ATLANTA, INC. ONE TECHNOLOGY PARKWAY, SOUTH ONE TECHNOLOGY PARKWAY, SOUTH NORCROSS, GEORGIA 30092 NORCROSS, GEORGIA 30092 TELEPHONE: (404) 903-9500 (NAME AND ADDRESS OF AGENT FOR SERVICE) (404) 903-5000 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OFFERING AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PER SHARE(1) PRICE FEE
- -------------------------------------------------------------------------------- Common Stock, Par Value $0.50 Per Share........ 50,000 shares $28.56 $1,428,000 $493
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) Calculated pursuant to Rule 457(c), based on the average of the high and low sale prices ($28.56 per share) of the Common Stock of the Registrant on the New York Stock Exchange on February 23, 1994. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the registration statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are incorporated herein by reference: (a) The Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's annual report referred to in (a) above; and (c) The description of the Registrant's common stock, par value $.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. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Sections 14-2-850 through 14-2-859 of the Georgia Business Corporation Code provide for the indemnification of officers and directors under certain circumstances against reasonable expenses incurred in defending against a claim and authorizes Georgia corporations to indemnify their officers and directors under certain circumstances against reasonable expenses and liabilities incurred in legal proceedings involving such persons because of their being or having been an officer or director. The By-laws of the Registrant provide for indemnification of its officers and directors to the full extent authorized by such sections. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. 2 3 ITEM 8. EXHIBITS The exhibits filed as part of this Registration Statement are as follows:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------ --------------------------------------------------------------------------------- 4.1 Resolutions containing terms of restricted stock award 5 Opinion of Paul, Hastings, Janofsky & Walker as to the legality of the securities being registered 23 Consent of Arthur Andersen & Co., Independent Public Accountants 24 Power of Attorney authorizing James F. McDonald and Kenneth V. Jaeggi 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. (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. 3 4 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 25th day of February, 1994. SCIENTIFIC-ATLANTA, INC. By: /s/ JAMES F. McDONALD James F. McDonald 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 Kenneth V. Jaeggi, jointly and severally, his attorneys-in-fact, each with power of substitution for him 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.
SIGNATURE TITLE DATE ------------------------- ----------------------- --------------------- /s/ JAMES F. McDONALD Chief Executive Officer February 25, 1994 James F. McDonald and Director (Principal Executive Officer) /s/ KENNETH V. JAEGGI Senior Vice President -- February 25, 1994 Kenneth V. Jaeggi Finance and Treasurer (Principal Financial Officer) /s/ JULIAN W. EIDSON Vice President and February 25, 1994 Julian W. Eidson Controller (Principal Accounting Officer) Director Marion H. Antonini /s/ MYLLE H. BELLE Director February 25, 1994 Mylle H. Belle Director William E. Kassling
4 5
SIGNATURE TITLE DATE - ----------------------------------------------- ------------------------- /s/ WILBUR B. KING Director February 25, 1994 Wilbur B. King Director Alonzo L. McDonald /s/ DAVID J. McLAUGHLIN Director February 25, 1994 David J. McLaughlin /s/ JAMES V. NAPIER Director February 25, 1994 James V. Napier /s/ SIDNEY TOPOL Director February 25, 1994 Sidney Topol
5 6 EXHIBIT INDEX
SEQUENTIALLY NUMBERED EXHIBITS DESCRIPTION PAGE - -------- ---------------------------------------------------------------------------------- 4.1 Resolutions containing terms of restricted stock award............ 5. Opinion of Paul, Hastings, Janofsky & Walker as to the legality of the securities being registered................................... 23. Consent of Arthur Andersen & Co., Independent Public Accountants....................................................... 24. Power of Attorney authorizing James F. McDonald and Kenneth V. Jaeggi to sign amendments to this Registration Statement on behalf of officers and directors of the Registrant (contained on Signature Page of Registration Statement).........................
EX-4.1 2 RESOLUTIONS 1 EXHIBIT 4.1 RESOLVED, that, in accordance with the letter of employment, dated June 21, 1993, between the Company and James F. McDonald ("McDonald"), and in order to provide an incentive for McDonald to remain in the employment of the Company, the issuance to McDonald of 50,000 shares (the "Shares") of Common Stock of the Company on the terms and conditions herein set forth are authorized and approved. FURTHER RESOLVED, that the Shares shall be restricted stock and shall be issued and delivered to McDonald only on the following dates ("Delivery Dates"), in the following amounts and only on the terms and conditions set forth in these resolutions:
NUMBER OF SHARES DATE TO BE DELIVERED -------------------------------------------------- ---------------- June 15, 1994..................................... 25,000 June 15, 1995..................................... 12,500 July 15, 1995..................................... 12,500
Except as set forth below, in order to receive any of the Shares to be delivered on any Delivery Date, McDonald must be employed by the Company on that Delivery Date. If the employment of McDonald by the Company is terminated prior to a Delivery Date by either McDonald or the Company for any reason, either voluntarily or involuntarily, with or without cause, including without limitation by death or disability, McDonald will not be entitled to receive any Shares which otherwise would have been delivered to McDonald on such Delivery Date or any subsequent Delivery Date, and such forfeited Shares shall be returned to the Company and canceled. Anything in this Resolution to the contrary notwithstanding, McDonald, at his election, shall be entitled to receive the 25,000 shares otherwise to be delivered on the June 15, 1994 Delivery Date at any time on or after the date of adoption of this Resolution, provided that he is employed by the Company at the time of delivery of such shares to him. FURTHER RESOLVED, that the Shares may, at the election of the Chief Financial Officer of the Company, be issued from either treasury shares or from authorized and unissued shares of the Company's Common Stock. FURTHER RESOLVED, that, pending delivery of the Shares to McDonald as above provided, (i) the Shares shall be held in escrow by the General Counsel of the Company, (ii) McDonald shall deliver to the General Counsel a stock power endorsed in blank relating to the Shares, and (iii) the certificate(s) representing the Shares shall bear substantially the following legend: The shares represented by this certificate are subject to certain restrictions as set forth in that certain resolution adopted by the Board of Directors of the Company on February 15, 1994. Upon lapse of the restrictions on the Shares, a certificate for the appropriate number of the Shares (free of all restrictions) shall be delivered to McDonald. FURTHER RESOLVED, that the Company shall have the right to require McDonald to pay the Company the amount of any taxes which the Company is or will be required to withhold with respect to such Shares before the certificate for such Shares is delivered to McDonald. The Company may elect to deduct such taxes from any other amounts payable then or at any time thereafter in cash or Shares or otherwise to McDonald. McDonald may, by making an irrevocable written election, satisfy his tax liability by having the Company withhold Shares otherwise deliverable to McDonald. FURTHER RESOLVED, that until the Shares are either delivered to McDonald or surrendered to the Company, McDonald shall have the right to vote such shares and to receive the dividends therefrom. FURTHER RESOLVED, that in the event of any stock dividend, stock split, recapitalization, merger, consolidation, reorganization, sale of assets or similar transaction, the Executive Committee shall make such adjustment in the Shares, if any, as it may deem appropriate. 2 FURTHER RESOLVED, that any of the Shares which have not been delivered to McDonald shall not be transferable and may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of by McDonald. FURTHER RESOLVED, that notwithstanding anything contained in these resolutions to the contrary, in the event of a Change in Control (as hereinafter defined), the provisions of this paragraph shall govern and supersede any inconsistent terms or provisions of these resolutions. (1) CHANGE IN CONTROL. For purposes of these resolutions, 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 Company's then outstanding voting securities (the "Voting Securities"), provided, however, that for purposes of this paragraph (1)(a), the Voting Securities acquired directly from the Company by any Person shall be excluded from the determination of such Person's Beneficial Ownership of Voting Securities (but such Voting Securities shall be included in the calculation of the total number of Voting Securities then outstanding); or (b) The individuals who are members of the Incumbent Board (as hereinafter defined), cease for any reason to constitute at least two-thirds of the Board for purposes of this paragraph (1)(b). The "Incumbent Board" shall include the individuals who as of August 20, 1990 were members of the Board and any individual becoming a director subsequent to August 20, 1990 whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board; provided, however, that any individual who is not a member of the Incumbent Board at the time he or she becomes a member of the Board shall become a member of the Incumbent Board upon the completion of two full years as a member of the Board; provided, further, however, that notwithstanding the foregoing, no individual shall be considered a member of the Incumbent Board if such individual initially assumed office (i) as a result of either an actual or threatened "election contest" (within the meaning of Rule 14a-11 promulgated under the 1934 Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest"), or (ii) with the approval of the other Board members, but by reason of any agreement intended to avoid or settle a Proxy Contest; or (c) Approval by stockholders of the Company of (i) a merger or consolidation involving the Company if the stockholders of the Company immediately before such merger or consolidation do not own, directly or indirectly, immediately following such merger or consolidation, more than eighty percent (80%) of the combined voting 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 Company or an agreement for the sale or other disposition of all or substantially all of the assets of the Company. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because twenty percent (20%) or more of the then outstanding Voting Securities is acquired by (i) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or any of its subsidiaries, or (ii) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders of the Company in the same proportion as their ownership of stock in the Company immediately prior to such acquisition. Moreover, notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the "Subject Person") acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the the Subject Person, provided, that if a Change in Control would occur (but for the 2 3 operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur. Notwithstanding anything contained in these resolutions to the contrary, if a Change in Control takes place and McDonald's employment is terminated prior to the completed Change in Control and McDonald 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 these resolutions, the date of the Change in Control shall mean the date immediately prior to the date of termination of McDonald's employment. (2) LAPSE OF RESTRICTIONS UPON A CHANGE IN CONTROL. Upon a Change in Control, all restrictions on the Shares shall immediately lapse and certificates for any remaining Shares shall immediately be distributed to McDonald. FURTHER RESOLVED, that the officers of the Company are hereby authorized, empowered and directed to execute and deliver such certificates, applications, notices and other documents, including without limitation a listing application to the New York Stock Exchange and a registration statement to be filed with the Securities and Exchange Commission, as may be necessary or appropriate to consummate the foregoing and to give full force and effect to these resolutions. FURTHER RESOLVED, that the Human Resources and Compensation Committee of the Board of Directors shall have full authority and discretion to administer and interpret these resolutions and the terms and provisions of the restricted stock grant provided for herein, and any decision of the Human Resources and Compensation Committee shall be final, binding and conclusive. 3 EX-5 3 OPINION OF PAUL, HASTINGS, JANOFSKY & WALKER 1 EXHIBIT 5 [LETTERHEAD] February 25, 1994 Scientific-Atlanta, Inc. One Technology Parkway, South Norcross, Georgia 30092 Re: Scientific-Atlanta, Inc. Registration Statement on Form S-8 Gentlemen and Mesdames: As counsel for Scientific-Atlanta, Inc., a Georgia corporation ("Company"), you have requested our opinion in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") registering 50,000 shares of the Company's common stock, par value $0.50 per share, for issuance pursuant to a restricted stock award granted by the Company to James F. McDonald. We have examined such records and documents and made such examination of law as we have deemed relevant in connection with this opinion. Based on the foregoing, we are of the opinion that the 50,000 shares covered by said 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 nonassessible. We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement on Form S-8 of Scientific-Atlanta, Inc. Respectfully submitted, PAUL, HASTINGS, JANOFSKY & WALKER EX-23 4 CONSENT OF ARTHUR ANDERSEN & CO. 1 EXHIBIT 23 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, 1993, appearing on page 15 of Scientific-Atlanta, Inc.'s Form 10-K for the year ended July 2, 1993. ARTHUR ANDERSEN & CO. Atlanta, Georgia February 25, 1994 -----END PRIVACY-ENHANCED MESSAGE-----