-----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, PsSNx6EXsSBXqF2H8XHuYFNqMnuNScCbtEJaplZwZyozx80BIXgZi928oENcDNdY 2o7HBpYFTy89JVFgkA7Wzw== 0000931763-01-501532.txt : 20010821 0000931763-01-501532.hdr.sgml : 20010821 ACCESSION NUMBER: 0000931763-01-501532 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010820 EFFECTIVENESS DATE: 20010820 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: 333-67932 FILM NUMBER: 1718793 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 ds8.txt FORM S-8, REGISTRATION STATEMENT 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)
Long-Term Incentive Plan of Scientific-Atlanta, Inc. (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 Fee Registered (1) Price Per Share (2) Offering Price - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $0.50 per share, together with associated preferred 6,000,000 stock purchase rights (3).............. shares $20.41 $122,460,000 $30,615 ================================================================================================================================
(1) Pursuant to General Instruction E of Form S-8, this registration statement covers the registration of 6,000,000 shares of common stock in addition to shares previously registered under Registration Statement Nos. 33-56449 and 333-67931. 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 Long-Term Incentive Plan of Scientific-Atlanta, Inc. (2) Calculated pursuant to Rules 457(c) and 457(h)(1), based on the average of the per share high and low sale prices ($21.37 and $19.44, respectively) of the common stock of the registrant on the New York Stock Exchange Composite on August 17, 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 6,000,000 additional shares of 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 Long-Term Incentive Plan of Scientific-Atlanta (the "LTIP"). Scientific-Atlanta has previously registered shares of Common Stock to be issued under the LTIP on Registration Statements on Form S-8 (Registration Statement Nos. 33-56449 and 333-67931, filed on November 8, 1995 and November 14, 1997, 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 20/th/ day of August, 2001. SCIENTIFIC-ATLANTA, INC. By: /s/ James F. McDonald ------------------------------------------- Name: James F. McDonald Title: Chairman of the Board, 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. /s/ James F. McDonald - --------------------------------------- James F. McDonald Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) /s/ Wallace G. Haislip - --------------------------------------- Wallace G. Haislip Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) /s/ Julian W. Eidson - --------------------------------------- Julian W. Eidson Vice President and Controller (Principal Accounting Officer) 3 /s/ Marion H. Antonini - --------------------------------------- Marion H. Antonini, Director /s/ James I. Cash, Jr. - --------------------------------------- James I. Cash, Jr., Director /s/ David W. Dorman - --------------------------------------- David W. Dorman, Director /s/ William E. Kassling - --------------------------------------- William E. Kassling, Director /s/ Mylle Bell Mangum - --------------------------------------- Mylle Bell Mangum, Director /s/ Terence F. McGuirk - --------------------------------------- Terence F. McGuirk, Director /s/ David J. McLaughlin - --------------------------------------- David J. McLaughlin, Director /s/ James V. Napier - --------------------------------------- James V. Napier, Director /s/ Sam Nunn - --------------------------------------- Sam Nunn, Director 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. EX-5 3 dex5.txt OPINION OF WILLIAM E. EASON, JR. EXHIBIT 5 [LETTERHEAD OF SCIENTIFIC-ATLANTIC, INC.] August 20, 2001 Scientific-Atlanta, Inc. 5030 Sugarloaf Parkway Lawrenceville, Georgia 30044 Re: Registration Statement on Form S-8 for the Long-Term Incentive Plan of Scientific-Atlanta, Inc. 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 6,000,000 shares of the Company's common stock, par value $0.50 per share, together with associated preferred stock purchase rights (the "Common Stock"), for issuance under the Long-Term Incentive Plan of the Company (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 6,000,000 shares of Common Stock 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-23.2 4 dex232.txt CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated July 19, 2001 included in Scientific-Atlanta, Inc.'s Form 10-K for the year ended June 29, 2001. /s/ ARTHUR ANDERSEN LLP Atlanta, Georgia August 15, 2001 -----END PRIVACY-ENHANCED MESSAGE-----