-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QFHnX/fEe/GBepkaVCd6FqPGsP/O4NfJcEFFDAo+t0mzvR/oXtKW5JEzPlh1UlaO id0zvAq+CDX0UaSrBBTHWg== 0000931763-97-000274.txt : 19970312 0000931763-97-000274.hdr.sgml : 19970312 ACCESSION NUMBER: 0000931763-97-000274 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970311 EFFECTIVENESS DATE: 19970311 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCIENTIFIC ATLANTA INC CENTRAL INDEX KEY: 0000087777 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 580612397 STATE OF INCORPORATION: GA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-23083 FILM NUMBER: 97554309 BUSINESS ADDRESS: STREET 1: ONE TECHNOLOGY PKWY S CITY: NORCROSS STATE: GA ZIP: 30092-2967 BUSINESS PHONE: 7709035000 MAIL ADDRESS: STREET 1: ONE TECHNOLOGY PKWY S CITY: NORCROSS STATE: GA ZIP: 30092-2967 FORMER COMPANY: FORMER CONFORMED NAME: SCIENTIFIC ASSOCIATES INC DATE OF NAME CHANGE: 19671024 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on March 11, 1997 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 Norcross, Georgia (Zip Code) (Address of Principal Executive Offices) Non-Qualified Stock Option Agreement with Employee (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 =================================================================================================== 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 - --------------------------------------------------------------------------------------------------- Common Stock, Par Value $0.50 125,000 shares $15.875 $1,984,375 $620.12 Per Share ===================================================================================================
(1) Calculated pursuant to Rule 457(h)(1), based on an option exercise price of $15-7/8 per share as set forth in the Non-Qualified Stock Option Agreement. 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 28, 1996 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 $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 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 de-registers 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 Mr. Eason, an executive officer of the Registrant, is also a partner at the law firm of Paul, Hastings, Janofsky & Walker LLP, which firm performs legal services for the Registrant. Mr. Eason receives a fixed salary from the firm for work which he performs for clients of the firm other than the Registrant, but has no interest in the firm's earnings and profits. -2- 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. Item 8. Exhibits The exhibits filed as part of this Registration Statement are as follows: Exhibit Number Description of Exhibit -------------- ---------------------- 4 Non-Qualified Stock Option Agreement between Scientific-Atlanta, Inc. and Larry L. Enterline 5 Opinion of Paul, Hastings, Janofsky & Walker LLP as to the legality of the securities being registered 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Paul, Hastings, Janofsky & Walker LLP to the filing and use of their opinion relating to the legality of the securities (contained in opinion filed as Exhibit 5) 24 Power of Attorney authorizing James F. McDonald and Harvey A. Wagner 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- (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. -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 10th day of March, 1997. 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 Harvey A. Wagner, 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 10, 1997 - -------------------------------------------------- -------------- James F. McDonald, President and Chief Date Executive Officer and Director (Principal Executive Officer) /s/ Harvey A. Wagner March 10, 1997 - -------------------------------------------------- -------------- Harvey A. Wagner, Senior Vice President - Finance, Date Chief Financial Officer and Treasurer (Principal Financial Officer) /s/ Julian W. Eidson March 10, 1997 - -------------------------------------------------- -------------- Julian W. Eidson Date Vice President and Controller (Principal Accounting Officer) [Signatures continued on next page] [Signatures continued from preceding page] /s/ Marion H. Antonini March 10, 1997 - -------------------------------------------------- -------------- Marion H. Antonini Date Director /s/ William E. Kassling March 10, 1997 - -------------------------------------------------- -------------- William E. Kassling Date Director /s/ Wilbur Branch King March 10, 1997 - -------------------------------------------------- -------------- Wilbur Branch King Date Director /s/ Mylle Bell Mangum March 10, 1997 - -------------------------------------------------- -------------- Mylle Bell Mangum Date Director /s/ Alonzo L. McDonald March 10, 1997 - -------------------------------------------------- -------------- Alonzo L. McDonald Date Director /s/ David J. McLaughlin March 10, 1997 - -------------------------------------------------- -------------- David J. McLaughlin Date Director /s/ James V. Napier March 10, 1997 - -------------------------------------------------- -------------- James V. Napier Date Director /s/ Sam Nunn March 10, 1997 - -------------------------------------------------- -------------- Sam Nunn Date Director /s/ Sidney Topol March 10, 1997 - -------------------------------------------------- -------------- Sidney Topol Date Director EXHIBIT INDEX Exhibits - -------- 4 Non-Qualified Stock Option Agreement between Scientific- Atlanta, Inc. and Larry L. Enterline 5 Opinion of Paul, Hastings, Janofsky & Walker LLP as to the legality of the securities being registered 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Paul, Hastings, Janofsky & Walker LLP to the filing and use of their opinion relating to the legality of the securities (contained in opinion filed as Exhibit 5) 24 Power of Attorney authorizing James F. McDonald and Harvey A. Wagner 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 2 NON-QUALIFIED STOCK OPTION AGREEMENT NON-QUALIFIED STOCK OPTION AGREEMENT Exhibit 4 --------- This Option Agreement (the "Agreement") is made and entered into as of the 15th day of January, 1997, by and between Scientific-Atlanta, Inc., a Georgia corporation (the "Company"), and Larry L. Enterline (the "Optionee"). R E C I T A L S: WHEREAS, the Company desires to grant the Optionee an Option (as defined below); and WHEREAS, the parties hereto desire to set forth herein the terms and conditions applicable to such Option; NOW, THEREFORE, the parties hereto do hereby agree as follows: 1. Definitions. Each capitalized term used herein which is not ----------- otherwise defined herein shall have the meaning ascribed to such term in Schedule 1 attached hereto. 2. Grant. The Company hereby grants to the Optionee an option (the ----- "Option") to purchase from the Company 125,000 shares of the $0.50 par value common stock of the Company ("Common Stock") at an exercise price of $15 - 7/8 per share, which exercise price is subject to adjustment as provided in Paragraph 11 hereof. The Option is intended to be treated as a non-qualified stock option for all purposes and is not intended to qualify as an incentive stock option for purposes of the Code. 3. Term. The term of the Option shall commence on January 15, 1997, ---- the date on which Optionee commenced employment with the Company ("Date of Grant") and shall terminate and expire, to the extent not previously exercised, on January 14, 2007. 4. Time for Exercise. The Optionee shall have the right to exercise ----------------- the Option in the following percentages, during the following periods: (a) twenty-five percent (25%) of the total number of shares covered by the Option immediately upon, and during the year following, the Date of Grant; (b) fifty percent (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; (c) seventy-five percent (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; (d) one hundred percent (100%) of the total number of shares covered by the Option on the third anniversary of the Date of Grant and thereafter prior to the expiration of the Option. 5. Manner of Exercise of the Option. The Option may be exercised -------------------------------- from time to time, in whole or in part, by delivering a written notice of exercise to the Corporate Secretary of the Company. Such notice is irrevocable and must be accompanied by full payment of the purchase price (i) in cash, (ii) by delivery of shares of Common Stock at the Fair Market Value of such shares determined as of the exercise date, or a combination of (i) and (ii). 6. Cessation of Employment; etc. After the Optionee ceases to be an ---------------------------- employee, his rights to exercise any unexercised Option then held by him shall be determined as provided in this Paragraph 6. The Option may not be exercised after the term set forth in Paragraph 3 expires or after the Option is otherwise cancelled. (a) Retirement. If the Optionee ceases to be an employee because of ---------- Retirement (and not on account of termination for "cause" (as hereinafter defined)), the Optionee shall have the right to exercise the Option immediately with respect to (i) the shares which he 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 (1) year after the date of Retirement. To the extent unexercised, the Option shall expire two (2) years after the date of Retirement or the date of expiration of the term of the Option as set forth in Paragraph 3, whichever shall occur first. (b) Death. If the Human Resources and Compensation Committee (the ----- "Committee") does not determine otherwise with respect to the Option, upon the death of the Optionee, the Option shall be exercisable immediately (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) with respect to (i) the shares as to which the deceased Optionee had the right to exercise the Option at the time of his death and (ii) any shares which would have become available for purchase under the Option if the Optionee's employment had continued for one (1) year after the date of death. To the extent unexercised, the Option shall expire (i) one (1) year after the date of such death, or (ii) in the event of death following termination of employment by reason of Retirement as described in Paragraph 6(a) immediately above, the expiration date of the Option after Retirement, whichever occurs last. Notwithstanding the foregoing, the Committee may, in a special case, permit a longer period for exercise of an Option after the death of the Optionee, but in no event shall such period extend beyond the date of expiration of the Option as set forth in this Agreement. (c) Disability. If the Optionee ceases active service as an employee ---------- by reason of Disability, he shall have the right to exercise the Option at any time within one (1) year after such cessation of employment, but except as provided in this 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 this Agreement and had not previously been exercised. (d) Termination for Cause. If the Optionee's employment is --------------------- terminated for "cause" (as hereinafter defined), this Option shall expire immediately upon the giving to him of the notice of such termination. "Cause," for purposes of this Paragraph 6(d), 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. (e) Other Reasons. If the Optionee ceases to be an employee for any ------------- reason other than those mentioned above in Subparagraphs (a), (b), (c) or (d), 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 this 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 this Agreement and had not previously been exercised. (f) Leave of Absence. Optionee's employment with the Company 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 U.S. 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 Company is guaranteed either by statute or by contract. Where the period of such leave exceeds ninety (90) days and where the Optionee's right 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. 7. Exercise of Options upon a Change of Control of the Company. In ----------------------------------------------------------- the event of a Change of Control of the Company, this Option, whether or not vested at such time, shall automatically vest and be immediately exercisable in full, without regard to the years which have elapsed or events which have occurred since the Date of Grant. 8. Termination of Employment Following Change in Control. If the ----------------------------------------------------- Optionee's employment terminates following a Change in Control other than for "cause" (as defined in Paragraph 6(d)), the applicable provisions of Paragraph 6 of this Agreement shall apply, except that as of and after the date of the Change in Control, neither the Committee nor the Board shall make any determination or take any action in connection with the Optionee's termination of employment which would cause the Option either (i) to not be exercisable in full or (ii) to expire earlier than the latest date allowable under Paragraph 6 as applicable. 9. Amendment or Termination. ------------------------ (a) Paragraphs 7 and 8 of this Agreement shall not be amended or terminated at any time. (b) Any amendment or termination of this Agreement prior to a Change in Control which (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, or (ii) otherwise arose in connection with or in anticipation of a Change in Control, shall be null and void and shall have no effect whatsoever. (c) Except as provided in subparagraphs (a) and (b) above, the Board shall have the authority and right to amend this Agreement at any time upon ten (10) days' prior written notice to Optionee, provided that such amendment does not adversely affect Optionee's rights under this Agreement. 10. Rights of a Shareholder; Non-Transferability. No one shall have -------------------------------------------- rights as a shareholder with respect to any shares covered by this Option until the date of issuance of a stock certificate for such shares. Nothing in this Option confers on Optionee any right to continue in the employ of the Company or to continue to perform services for the Company or interferes in any way with the right of the Company to terminate his services as an officer or other employee at any time. Unless the Committee passes a resolution granting Optionee the right to transfer the Option or a portion of the Option to others, no Option shall be transferable by the Optionee other than by will or the laws of descent and distribution and may only be exercised during his lifetime by the Optionee, or by a guardian or legal representative. 11. Recapitalizations. In the event of any change in the outstanding ----------------- shares of Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares, or other similar corporate change, or other increase or decrease in such shares without receipt or payment of consideration by the Company, the Company will make such adjustments to the Option, to prevent dilution or enlargement of the rights of Optionee, including any or all of the following: (a) adjustments in the aggregate number or kind of shares of Common Stock which may be issued upon exercise of the Option; (b) adjustments in the purchase price of the Common Stock covered by the Options. No such adjustments, however, may change materially the value of benefits available to Optionee under the Option. 12. Taxes; Withholding. In the event the Company determines that it ------------------ is required to withhold state or federal taxes as a result of the exercise of an Option, as a condition to the exercise thereof, the Optionee must make arrangements satisfactory to the Corporate Secretary to enable the Company to satisfy such withholding requirements. Payment of such withholding requirements may be made (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 Company 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. 13. Securities Law Requirements. --------------------------- (a) Securities Act Requirements. No Option granted pursuant to this --------------------------- Agreement shall be exercisable in whole or in part, and the Company shall not be obligated to sell any shares subject to any such Option, if such exercise and sale would, in the opinion of the Corporate Secretary, 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 Agreement, the Corporate Secretary 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 Corporate Secretary, they are necessary to enable the Company 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. 14. Notices. Any notice, payment or communication required or ------- permitted to be given by any provision of this Agreement shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, addressed as follows: if to the Company at One Technology Parkway South, Norcross, Georgia 30092, Attention: Corporate Secretary, if to Optionee, at the address set forth on the signature page hereto. Each party may, from time to time, by notice to the other party hereto, specify a new address for delivery of notices to such party hereunder. Any such notice shall be deemed to be delivered, given, and received for all purposes as of the date such notice is received or properly mailed. 15. Binding Effect. Except as otherwise provided in this Agreement, -------------- every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns. 16. Headings. Section and other headings contained in this Agreement -------- are for reference purposes only and are not intended to describe, interpret, define or limit the scope, event or intent of this Agreement or any provision hereof. 17. Severability. Every provision of this Agreement is intended to ------------ be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement. 18. Governing Law. The laws of the state of Georgia shall govern the ------------- validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto. IN WITNESS WHEREOF, this Agreement is executed as of the 15th day of January, 1997. COMPANY: ------- SCIENTIFIC-ATLANTA, INC. By: /s/ Brian C. Koenig ---------------------------------------- Its: Senior Vice President - Human Resources ---------------------------------------- OPTIONEE: -------- /s/ Larry L. Enterline --------------------------------------------- Larry L. Enterline OPTIONEE'S ADDRESS: 1095 Secret Cove Drive Sugar Hill, Georgia 30518 EX-5 3 OPINION OF PAUL HASTINGS JANOFSKY & WALKER LLP Exhibit 5 --------- March 10, 1997 17528.78869 Scientific-Atlanta, Inc. One Technology Parkway, South Norcross, Georgia 30092 Re: Scientific-Atlanta, Inc. Non-Qualified Stock Option Agreement with Employee Registration Statement on Form S-8 Ladies and Gentlemen: As counsel for Scientific-Atlanta, Inc., a Georgia corporation (the "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 125,000 shares of the Company's common stock, $0.50 par value per share, for issuance upon the exercise of options represented by that certain Non-Qualified Stock Option Agreement dated January 15, 1997, by and between the Company and Larry L. Enterline (the "Option Agreement"). 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 125,000 shares covered by said Registration Statement, when issued in accordance with the terms of the Option Agreement, will be legally issued, fully-paid and nonassessable. 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, /s/ Paul, Hastings, Janofsky & Walker LLP Paul, Hastings, Janofsky & Walker LLP EX-23 4 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 [LETTERHEAD OF ARTHUR ANDERSEN LLP APPEARS HERE] 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, 1996 (except with respect to the matter discussed in Note 6, as to which the date is August 14, 1996), appearing on page 13 of Scientific-Atlanta, Inc.'s Form 10-K for the year ended June 28, 1996. /s/ Arthur Andersen LLP - ------------------------ Atlanta, Georgia March 10, 1997 -----END PRIVACY-ENHANCED MESSAGE-----