S-8 1 0001.txt PROSPECTUS Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 Incorporation or Organization) (I.R.S. Employer Identification No.)
5030 Sugarloaf Parkway, Lawrenceville Georgia 30044-2689 (Address of Principal Executive Offices) (Zip Code) Scientific-Atlanta, Inc. 1996 Employee Stock Option Plan (Full Title of the Plan) James F. McDonald President, Chief Executive Officer and Chairman of the Board Scientific-Atlanta, Inc. 5030 Sugarloaf Parkway Lawrenceville, Georgia 30044-2689 (Name and Address of Agent For Service) (770) 903-5000 (Telephone Number, Including Area Code, of Agent For Service) Please address a copy of all communications to: William E. Eason, Jr., Esq. Senior Vice President, General Counsel and Corporate Secretary Scientific-Atlanta, Inc. 5030 Sugarloaf Parkway Lawrenceville, Georgia 30044-2689 (770) 903-5000 CALCULATION OF REGISTRATION FEE
==================================================================================================================================== Amount Proposed Proposed Amount Of Title of Securities To Be Registered To Be Maximum Offering Maximum Aggregate Registration Registered (1) Price Per Share (2) Offering Price Fee ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $0.50 per share, together with associated preferred stock purchase rights (3)............... 5,000,000 shares $50.425 $252,125,000 $63,032 ====================================================================================================================================
(1) Pursuant to General Instruction E of Form S-8, this registration statement covers the registration of 5,000,000 shares of common stock in addition to shares previously registered under Registration Statement Nos. 333-18893, 333-67471 and 333-31968. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock dividends or similar transactions as provided in the Scientific-Atlanta, Inc. 1996 Employee Stock Option Plan. (2) Calculated pursuant to Rules 457(c) and 457(h)(1), based on the average of the per share high and low sale prices ($51.85 and $49.00, respectively) of the common stock of the registrant on the New York Stock Exchange Composite on March 9, 2001. (3) The securities also include preferred stock purchase rights associated with the common stock. These preferred stock purchase rights cannot trade separately from the underlying common stock and, therefore, do not carry a separate price or necessitate a separate filing. ================================================================================ EXPLANATORY NOTE This Registration Statement on Form S-8 is being filed to register 5,000,000 additional shares of the common stock, par value $0.50 per share, together with associated preferred stock purchase rights (the "Common Stock"), of Scientific- Atlanta, Inc. ("Scientific-Atlanta") to be issued pursuant to the Scientific- Atlanta 1996 Employee Stock Option Plan (the "1996 Plan"). Scientific-Atlanta has previously registered shares of Common Stock to be issued under the 1996 Plan on Registration Statements on Form S-8 (Registration Statement Nos. 333- 18893, 333-67471 and 333-31968, filed on December 27, 1996, November 18, 1998 and March 8, 2000, respectively) (the "Prior Registration Statements"). Pursuant to and as permitted by General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated by reference herein, and the opinions and consents listed at Item 8 below are annexed hereto. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. The exhibits filed as part of this registration statement are as follows: Exhibit Number Description of Exhibit -------------- ---------------------- 5 Opinion of William E. Eason, Jr., General Counsel of Scientific-Atlanta, as to the legality of the securities being registered. 23.1 Consent of William E. Eason, Jr. (contained in Exhibit 5). 23.2 Consent of Arthur Andersen LLP. 2 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Lawrenceville, state of Georgia, on this 13/th/ day of March, 2001. SCIENTIFIC-ATLANTA, INC. By: /s/ James F. McDonald ------------------------------------------------- Name: James F. McDonald Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date above indicated. Name Title ---- ----- /s/ James F. McDonald President, Chief Executive Officer and Chairman ------------------------------ of the Board of Directors (Principal Executive James F. McDonald Officer) /s/ Wallace G. Haislip Senior Vice President, Chief Financial Officer ------------------------------ and Treasurer (Principal Financial Officer) Wallace G. Haislip /s/ Julian W. Eidson Vice President and Controller ------------------------------ (Principal Accounting Officer) Julian W. Eidson /s/ Marion H. Antonini Director ------------------------------ Marion H. Antonini /s/ James I. Cash, Jr. Director ------------------------------ James I. Cash, Jr. 3 /s/ David W. Dorman Director ------------------------------ David. W. Dorman /s/ William E. Kassling Director ------------------------------ William E. Kassling /s/ Mylle Bell Mangum Director ------------------------------ Mylle Bell Mangum /s/ David J. McLaughlin Director ------------------------------ David J. McLaughlin /s/ James V. Napier Director ------------------------------ James V. Napier /s/ Sam Nunn Director ------------------------------ Sam Nunn 4 EXHIBIT INDEX Exhibit Number Description of Exhibit -------------- ---------------------- 5 Opinion of William E. Eason, Jr., General Counsel of Scientific-Atlanta, as to the legality of the securities being registered. 23.1 Consent of William E. Eason, Jr. (contained in Exhibit 5). 23.2 Consent of Arthur Andersen LLP.