-----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, MMCl8I1X0fP+c1KyTGbBbN3/8yiB4VtVsyfi6GdPTU658NKp664Ft2LdcZJvOlS3 fEuOAMLNH483+C3KYNtUkw== 0000931763-98-002368.txt : 19980907 0000931763-98-002368.hdr.sgml : 19980907 ACCESSION NUMBER: 0000931763-98-002368 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980904 EFFECTIVENESS DATE: 19980904 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: SEC FILE NUMBER: 333-62883 FILM NUMBER: 98704288 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 REGISTRATION STATEMENT 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) SCIENTIFIC-ATLANTA, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN (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 1,000,000 $18.44 $18,440,000 $5,440 Per Share shares ================================================================================ (1) Calculated pursuant to Rules 457(c) and 457(h)(1), based on the average of the high and low sale prices ($18.44 per share) of the Common Stock of the Registrant on the New York Stock Exchange on September 1, 1998. Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described therein. 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 27, 1997 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); (b) The Registrant's quarterly reports for the fiscal quarters ended September 26, 1997, December 26, 1997, and March 27, 1998; (c) 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 (d) 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. -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 ITEM 8. EXHIBITS The exhibits filed as part of this Registration Statement are as follows: Exhibit Number Description of Exhibit - -------------- ---------------------- 4 Scientific-Atlanta, Inc. 1998 Employee Stock Purchase Plan 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) 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. -3- (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 4th day of September, 1998. 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 September 4, 1998 - ------------------------------------------ ----------------- JAMES F. MCDONALD, PRESIDENT AND CHIEF Date EXECUTIVE OFFICER AND DIRECTOR (PRINCIPAL EXECUTIVE OFFICER) /s/ Wallace G. Haislip September 4, 1998 - ------------------------------------------ ----------------- WALLACE G. HAISLIP, SENIOR VICE PRESIDENT- Date FINANCE, CHIEF FINANCIAL OFFICER AND TREASURER (PRINCIPAL FINANCIAL OFFICER) /s/ Julian W. Eidson September 4, 1998 - ------------------------------------------ ----------------- JULIAN W. EIDSON, Date VICE PRESIDENT AND CONTROLLER (PRINCIPAL ACCOUNTING OFFICER) [Signatures continued on next page] -5- [Signatures continued from preceding page] /s/ Marion H. Antonini September 4, 1998 - ------------------------------------------ ----------------- MARION H. ANTONINI, DIRECTOR Date - ------------------------------------------ ----------------- DAVID W. DORMAN, DIRECTOR Date /s/ William E. Kassling September 4, 1998 - ------------------------------------------ ----------------- WILLIAM E. KASSLING, DIRECTOR Date /s/ Wilbur Branch King September 4, 1998 - ------------------------------------------ ----------------- WILBUR BRANCH KING, DIRECTOR Date /s/ Mylle Bell Mangum September 4, 1998 - ------------------------------------------ ----------------- MYLLE BELL MANGUM, DIRECTOR Date /s/ Alonzo L. McDonald September 4, 1998 - ------------------------------------------ ----------------- ALONZO L. MCDONALD, DIRECTOR Date /s/ David J. McLaughlin September 4, 1998 - ------------------------------------------ ----------------- DAVID J. MCLAUGHLIN, DIRECTOR Date /s/ James V. Napier September 4, 1998 - ------------------------------------------ ----------------- JAMES V. NAPIER, DIRECTOR Date /s/ Sam Nunn September 4, 1998 - ------------------------------------------ ----------------- SAM NUNN, DIRECTOR Date -6- EXHIBIT INDEX Exhibits - -------- 4 Scientific-Atlanta, Inc. 1998 Employee Stock Purchase Plan 5 Opinion of William E. Eason, Jr., General Counsel 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) -7- EX-4 2 SCIENTIFIC-ATLANTA, INC. 1998 EMPLOYEE STOCK PURCH EXHIBIT 4 SCIENTIFIC-ATLANTA, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Scientific-Atlanta, Inc. 1998 Employee ------- Stock Purchase Plan (hereinafter referred to as the "Plan") is to encourage and facilitate the accumulation of savings by eligible employees and to foster good employee relations by providing an opportunity for employees to acquire a proprietary interest in Scientific-Atlanta, Inc. (hereinafter referred to as the "Corporation"). 2. Administration. The Plan shall be administered by the Human Resources -------------- and Compensation Committee of the Board of Directors of the Corporation or such other committee of directors as may be appointed by the Board for that purpose (the "Committee"). The Committee shall have the authority to interpret the Plan and establish such regulations and policies and take all such other actions as may be necessary or desirable to carry out the provisions contained herein. A decision of the Committee as to any disputed question, including questions of construction, interpretation and administration, will be final and binding on all persons. All costs and expenses incurred in administering the Plan shall be paid by the Corporation and other Participating Employers, as hereafter defined. 3. Participating Employers. The Plan shall be offered by the Corporation ----------------------- to its eligible employees and to the eligible employees of those companies whose Boards of Directors specifically authorize participation in the Plan and which companies are wholly-owned subsidiaries or majority-owned affiliated companies of the Corporation, all of said companies (including the Corporation) hereinafter referred to collectively as "Participating Employers". 4. Eligibility. Each regular employee of each Participating Employer ----------- (excluding officers and directors of the Corporation) who works at least 20 hours per week shall be eligible to participate in the Plan beginning in the Quarterly Plan Period (as defined below) next following such employee's completion of one hour of regular service with the Corporation and/or any other Participating Employers, provided, however, that while a person is performing services in one of the following categories, he or she shall not be entitled to participate in the Plan, notwithstanding any provision to the contrary: (i) A Temporary Employee (including Co-op Employees) - a person employed on a temporary basis by the Participating Employer, as classified by the Participating Employer in its sole discretion, regardless of how long the person actually works for the Participating Employer; (ii) An Independent Contractor - a person whom the Participating Employer regards to be an independent contractor, as evidenced by the fact that the Participating Employer does not withhold taxes from the person's compensation, even if the individual is determined to be a common law employee of the Participating Employer; (iii) A Contractor's Employee - a person working for a company providing goods or services (including temporary employee services) to the Participating Employer whom the Participating Employer does not regard to be its common law employee, as evidenced by the fact that the Participating Employer does not withhold taxes from the person's compensation, even if the individual is determined to be a common law employee of the Participating Employer; (iv) A Leased Employee - a person who is a leased employee within the meaning of Internal Revenue Code (hereinafter referred to as the "Code") Section 414(n); (v) A Person Who Has Waived Participation - a person to whom the Participating Employer did not extend the opportunity of participating in the Plan and who agreed orally or in writing to such non-participant status; and (vi) An Otherwise Excluded Individual - a person excluded from participation in the Plan by any other provision. Notwithstanding anything herein to the contrary, directors of the Corporation and officers of the Corporation who are elected by the Board of Directors shall not be eligible to participate in the Plan. The periods January 1 through March 31, April 1 through June 30, July 1 through September 30, and October 1 through December 31 shall constitute the "Quarterly Plan Periods" as used herein. "Regular service" as is used in this paragraph shall mean continuous service of at least 20 hours per week, including all actual working earned time, all earned time off for vacation, all earned sick leave taken, and all other excused paid time off. Notwithstanding the fact that an employee shall otherwise be eligible to participate in the Plan, in the event any such employee shall be on a non-pay status for more than an aggregate of 4 weeks during any single Quarterly Plan Period, such employee shall not be eligible for such Quarterly Plan Period. In determining eligibility, there is included regular service with any Participating Employer or with a corporation whose assets have heretofore been acquired by any Participating Employer. 5. Entry Dates. Eligible employees can enter or re-enter for ----------- participation in the Plan only as of the January 1, April 1, July 1 and October 1 entry dates next following delivery to their Participating Employer of an executed application for payroll deduction authorization; provided, however, that an eligible employee can enter or re-enter the Plan only after giving his or her Participating Employer no less than 30 days' prior written notification of such intention to enter or re-enter. 6. Duration of the Plan; Amendment. The Board of Directors of the ------------------------------- Corporation may, at any time, or from time to time, amend, modify, suspend or terminate the Plan, in full or in part. The Plan shall continue in force and effect until duly suspended or terminated by appropriate action of the Board of Directors of the Corporation. The Board of Directors of the Corporation shall have the sole and exclusive right, either as to any employee or any Participating Employer, or both, to suspend or terminate the Plan at any time, including, without limitation, at any time during or in the midst of any Quarterly Plan Period. Any Participating Employer may withdraw from the Plan at any time by resolution of its Board of Directors. The Corporation, or other Participating Employer, shall promptly give notice of any suspension, termination, amendment or modification to the employees affected, and in the event of termination shall promptly distribute to participating employees all balances in their respective accounts. 7. Contributions Under the Plan. Each eligible employee may elect to ---------------------------- make contributions to an account established for the employee (the "Stock Purchase Account") for the purposes of purchasing Common Stock of the Corporation ("Common Stock") pursuant to the Plan by payroll deductions of an amount up to, but not exceeding, 10%, in whole percent increments of his or her annual compensation from the Participating Employer. Annual compensation shall include wages, salary, overtime pay, cash bonuses and cash commissions, but shall exclude indirect payments such as contributions by the Participating Employer to any profit sharing plan, pension plan, welfare plan, group insurance plan, or other plan. Subject to this maximum, an employee may elect in writing to increase or decrease his or her rate of contribution effective at the beginning of the next subsequent Quarterly Plan Period following receipt by his or her Participating Employer of such written election; provided, however, no such change in the amount of payroll deductions shall be effective prior to the expiration of 30 days after the receipt by the Participating Employer of such written election. The amount of each participating employee's contribution shall be credited to such employee's Stock Purchase Account on the books of the Corporation, but without interest, as soon as practical after each pay day. The "Stock Purchase Date" shall be the last day of each Quarterly Plan Period or the next succeeding business day if the last day of the Quarterly Plan Period is not a business day. 8. Accounts. Individual Stock Purchase Accounts shall be kept on the -------- books of the Corporation with respect to each participating employee in such manner as is prescribed by the Committee. Each participating employee will receive a statement following each Stock Purchase Date showing the following information: (i) number of shares purchased for the employee on such Stock Purchase Date; (ii) the price paid per share; (iii) the market value of the Common Stock on the Stock Purchase Date; (iv) the average price during the preceding Quarterly Plan Period; (v) the amount of employee funds applied to the purchase; (vi) the balance in the employee's account; and (vii) certain additional information for use in preparation of the employee's income tax return. 9. Purchase of Shares. On each Stock Purchase Date, the Corporation ------------------ shall apply the funds then accumulated in each participating employee's Stock Purchase Account to the purchase of whole shares of the Common Stock. The Corporation may issue stock from authorized and unissued stock, treasury stock, or stock purchased in the open market for this purpose. Any balance remaining credited to the participating employee's Stock Purchase Account after the purchase of the maximum number of full shares shall be retained in the account and treated as part of the accumulations for the succeeding Quarterly Plan Period. The purchase price of shares purchased under the Plan shall be the lower of (a) the current market value of the Common Stock on the Stock Purchase Date, or (b) the average of the closing sales prices of the Common Stock on the national securities exchange for each trading day of the full Quarterly Plan Period next preceding the Stock Purchase Date (if the stock is not traded on each day, the previous day's closing sale price will be used for that day). In determining such average prices, appropriate adjustments shall be made to reflect any stock dividends or stock splits, recapitalizations or reorganizations made during the quarter. 10. Number of Shares Subject to the Plan. Subject to the provisions of ------------------------------------ Section 15 below (relating to adjustments upon changes in capitalization) a total of 1,000,000 shares of Common Stock may be purchased under the Plan. Unless the Board of Directors of the Corporation approves the purchase of additional shares hereunder, the Plan shall automatically terminate at such time as all of said shares have been purchased hereunder. In the event of such automatic termination, the remaining available shares shall be prorated in the most equitable manner practicable to the accounts of all the participating employees as of the last Stock Purchase Date upon which any of such shares are available, and the remaining account balances shall be treated as if all participating employees had withdrawn pursuant to Paragraph 12 hereof. Nothing contained herein shall in any way limit the right of the Corporation to suspend, terminate, amend or modify the Plan or any Participating Employer to withdraw from the Plan as provided in Paragraph 6 of the Plan. 11. Issuance of Stock. Any stock purchased by any participating employee ----------------- pursuant to the Plan shall be issued and delivered by the Corporation directly to such employee. The Plan and the issuance of securities hereunder are subject to all applicable federal and state laws, rules and regulations and such approvals by any regulatory or governmental agency which may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. Without limiting the generality of the foregoing, no shares of Common Stock may be issued hereunder unless and until all legal and regulatory requirements applicable to the issuance have, in the opinion of counsel to the Corporation, been complied with. Notwithstanding anything to the contrary herein, however, the Corporation shall not be obligated to issue any stock until it is listed or authorized to be added to the list upon official notice of issuance upon any stock exchange where the Common Stock may at the time be listed. The Corporation may, as a condition precedent to the transfer of any stock, require the employee to give such assurances as requested to assure compliance with all applicable legal requirements. The Common Stock will be issued as of each Stock Purchase Date, and certificates representing these shares will be delivered to participating employees within a reasonable period after each such Stock Purchase Date. 12. Withdrawal. The execution by a participating employee of a payroll ---------- deduction authorization does not constitute a commitment on his or her part to buy stock, and he or she may cancel such authorization at any time prior to a Stock Purchase Date by withdrawing from the Plan 10 days prior to the next Stock Purchase Date. An employee's participation in the Plan will be terminated when the employee (a) voluntarily elects to cancel and to withdraw his or her entire accumulated individual contributions then credited to his or her Stock Purchase Account or (b) ceases to be eligible pursuant to Paragraph 4. Any election by an employee to cancel and withdraw his or her contributions from a Stock Purchase Account shall not be effective until such written election is given by such employee in writing and received by the Corporation or other Participating Employer. Upon termination, any funds contributed by the employee and remaining in his or her account shall be returned to him or her. If an employee dies, any balance in his or her Stock Purchase Account will be paid in the same manner as prescribed by law for balances due him or her from his or her payroll account. 13. Assignment of Interest in Plan. Except for the provisions in ------------------------------ Paragraph 12 relating to the distribution of an employee's interest upon his or her death, the rights of a participating employee under the Plan are not assignable by him or her by operation of law or otherwise. No person has or may create a lien on any funds held under the Plan. 14. Rights as a Stockholder. A participating employee shall have no ----------------------- voting or other rights as a stockholder with respect to any unissued shares of stock covered by the Plan until the date of the issuance or delivery of a stock certificate to him or her for such shares, except as the Committee shall deem necessary in its sole discretion to carry out the purposes of the Plan. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificates are issued or delivered, except as the Committee shall determine in its sole discretion. 15. Adjustments Upon Changes in Capitalization. If the outstanding shares ------------------------------------------ of the Common Stock are increased, decreased, changed into, or exchanged for, a different number or kind of shares or securities of the Corporation through a reorganization or merger in which the Corporation is the surviving entity, or through a combination, recapitalization, reclassification, stock split, stock dividend, stock consolidation or otherwise, an appropriate adjustment shall be made in the number and kind of shares that may be issued under the Plan. Upon the dissolution or liquidation, or upon a reorganization, merger or consolidation of the Corporation with one assets or properties of the Corporation to another entity, the Plan shall terminate, and any outstanding rights hereunder shall terminate and the Corporation thereupon shall promptly refund the balance of the respective Stock Purchase Accounts to each participating employee, unless (i) the Committee shall determine, in its sole and absolute discretion, that any and all rights to purchase Common Stock under the Plan shall accelerate and become immediately exercisable or (ii) provision shall be made in connection with such transaction for the assumption by the acquiring entity of the purchase rights theretofore granted hereunder, or for the substitution of such rights with new rights covering the stock of a successor employer entity, or an affiliate thereof, with appropriate adjustments as to number and kind of shares and prices. If the Committee determines to accelerate any or all rights to purchase shares of Common Stock, the acceleration date designated by the Committee shall be deemed to be the Stock Purchase Date for the purpose of computing the purchase price. In so adjusting the number and kind of shares that may be issued under the Plan, or in determining that no such adjustment is necessary, any determination by the Committee shall be conclusive. 16. Indemnification of Board of Directors. In addition to such other ------------------------------------- rights of indemnification as they may have as directors of the Corporation, the members of the Committee and the other directors of the Corporation shall be indemnified by the Corporation to the fullest extent permitted by law against the reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with any action, suit or proceeding or any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any shares purchased or issued hereunder, and against all amounts paid by them in settlement thereof or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit, or proceeding that any such individual is liable for gross negligence or willful misconduct in the performance of his or her duties; provided that within 60 days after institution of any such action, suit or proceeding the defendant(s) shall in writing offer the Corporation the opportunity, at its own expense, to handle and defend the same. 17. Application of Funds; No Interest Paid. The net proceeds received by -------------------------------------- the Corporation from the sale of Common Stock pursuant to the Plan will be included in the general funds of the Corporation free of any trust or other restriction and may be used for general corporate purposes. Under no circumstances shall interest on amounts held in a participating employee's Stock Purchase Account be paid to any participating employee or credited to any employee's Stock Purchase Account, except as determined by the Committee in its sole and absolute discretion. 18. Employment. The purchase of any Common Stock pursuant to the Plan ---------- will not confer upon any recipient thereof any rights of employment with any Participating Employer or affect the right of any Participating Employer to terminate the employment of the recipient at any time. 19. Participation in Predecessor Plan. To the extent an eligible employee --------------------------------- has contributions held in an account established for such employee pursuant to the Corporation's predecessor Employee Stock Purchase Plan as amended and restated through June 16, 1998 (the "Predecessor Plan") during the Quarterly Plan Period in which the Plan is adopted by the Corporation's Board of Directors, then all such amounts shall be automatically transferred to and deposited in a Stock Purchase Account established for the eligible employee under the Plan. In addition, all elections to make contributions to purchase stock made under the Predecessor Plan by an employee eligible to participate in the Plan shall be deemed to have been made under the Plan and such employee shall automatically be deemed to be participating herein, with all contributions made after the effective date of the Plan to be deposited in such participating employee's Stock Purchase Account for the purpose of purchasing Common Stock on the next applicable Stock Purchase Date in accordance with the Plan. 20. Headings. Headings are provided herein for convenience only and shall -------- not serve as a basis for interpretation or construction of the Plan. 21. Governing Law. The Plan shall governed by, and construed and enforced ------------- in accordance with, the laws of the State of Georgia. If any provision which shall be held by a court of competent jurisdiction to be invalid and unenforceable, the remaining provisions of the Plan shall continue to be fully effective. 22. Effective Date. The Plan shall be effective as of the date on which -------------- it is adopted by the Board of Directors of the Corporation. The Corporation has caused the following officers to execute the Plan to evidence that the Plan has been approved by the Corporation's Board of Directors. 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 EX-5 3 OPINION OF WILLIAM E. EASON JR. EXHIBIT 5 [Scientific-Atlanta, Inc. Letterhead] September 4, 1998 Scientific-Atlanta, Inc. One Technology Parkway, South Norcross, Georgia 30092-2967 Re: Scientific-Atlanta, Inc. 1998 Employee Stock Purchase Plan 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 1,000,000 shares of the Company's common stock, par value $0.50 per share (the "Common Stock"), for issuance under the Company's 1998 Employee Stock Purchase Plan (the "Plan"). 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 1,000,000 shares covered by such Registration Statement, when issued in accordance with the terms of the Plan and 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. EX-23.1 4 CONSENT OF ARTHUR ANDERSEN LLP 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, 1997, appearing on page 13 of Scientific-Atlanta, Inc.'s Form 10-K for the year ended June 27, 1997. /s/ ARTHUR ANDERSEN LLP Atlanta, Georgia September 4, 1998 -----END PRIVACY-ENHANCED MESSAGE-----