8-K/A 1 d8ka.txt AMENDMENT ONE TO FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K / A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2002 ----------------- Commission File No. 1-5517 SCIENTIFIC-ATLANTA, INC. -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Georgia 58-0612397 ------------------------------------------------ ------------------------------- (State or other jurisdiction of incorporation) (I.R.S. Employer Identification Number) 5030 Sugarloaf Parkway, Lawrenceville 30044 --------------------------------------------- -------------------------------- (Address of principal executive offices) (Zip Code) (770) 236-5000 ------------------------------------------------------ (Registrant's telephone number, including area code) Item 4. Changes in Registrant's Certifying Accountant. On April 19, 2002, Scientific-Atlanta, Inc. (the "Company") announced that its Board of Directors had appointed Ernst & Young LLP as the Company's independent auditor for its 2002 fiscal year. The appointment of Ernst & Young was made by the Board of Directors on the recommendation of its Audit Committee and concluded an extensive evaluation process. On April 19, 2002, we also dismissed Arthur Andersen LLP as the independent auditor for the Company. Arthur Andersen's reports on the financial statements for the fiscal years ended June 30, 2000 and June 29, 2001 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company's two most recent fiscal years and the subsequent interim period through April 19, 2002 (the "Period"), there were no disagreements with Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Arthur Andersen, would have caused Arthur Andersen to make reference to the subject matter of such disagreement in connection with the report. During the Period, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K. The Company provided Arthur Andersen with a copy of the foregoing disclosures. Attached as Exhibit 16 is a copy of Arthur Andersen's letter stating its agreement with such statements. During the Period, we did not consult Ernst & Young with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, or any other matters or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K. Item 7. Financial Statements and Exhibits. Exhibit 16 Letter dated May 1, 2002 from Arthur Andersen LLP to the Securities and Exchange Commission. Exhibit 99 Press Release dated April 19, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SCIENTIFIC-ATLANTA, INC. Date: May 3, 2002 By: /s/ Wallace G. Haislip --------------------- ------------------------------------------ Name: Wallace G. Haislip Title: Senior Vice President, Chief Financial Officer and Treasurer