8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2002

SCIENTIFIC-ATLANTA, INC.

(Exact name of registrant as specified in its charter)

Georgia	1-5517	58-0612397
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

5030 Sugarloaf Parkway, Lawrenceville, Georgia 30044

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (770) 236-5000

N/A

(Former name or former address, if changed since last report.)

Item 9    Regulation FD Disclosure.

On September 24, 2002, in accordance with Order No. 4-460 of the Securities and Exchange Commission and pursuant to Section 21(a)(1) of the Exchange Act, the Chief Executive Officer and the Chief Financial Officer of Scientific-Atlanta each executed sworn statements certifying all covered reports. The sworn statements have been submitted to the SEC. Copies of each sworn statement are furnished as Exhibits 99.1 and 99.2 to this Current Report.

Exhibit 99.1	Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings.
Exhibit 99.2	Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings.

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SIGNATURE

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.

Date:    September 24, 2002 SCIENTIFIC-ATLANTA, INC. By: /s/  William E. Eason, Jr. Name:    William E. Eason, Jr. Title:      Senior Vice President, General Counsel and Secretary

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EX-99.1

EXHIBIT 99.1

Statement Under Oath of Principal Executive Officer Regarding Facts and

Circumstances Relating to Exchange Act Filings

I, James F. McDonald, the principal executive officer of Scientific-Atlanta, Inc., state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Scientific-Atlanta, Inc., and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company’s audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• Scientific-Atlanta’s Annual Report on Form 10-K for the year ended June 28, 2002.

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Scientific-Atlanta, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/  James F. McDonald

Name:  James F. McDonald        

Date:  September 24, 2002

Subscribed and sworn to

before me this 24^th day of

September 2002.

/s/ Susan Lane

Notary Public

My Commission Expires: September 13, 2006

EX-99.2

EXHIBIT 99.2

Statement Under Oath of Principal Financial Officer Regarding Facts and

Circumstances Relating to Exchange Act Filings

I, Wallace G. Haislip, the principal financial officer of Scientific-Atlanta, Inc., state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Scientific-Atlanta, Inc., and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company’s audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• Scientific-Atlanta’s Annual Report on Form 10-K for the year ended June 28, 2002.

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Scientific-Atlanta, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/  Wallace G. Haislip

Name:  Wallace G. Haislip        

Date:  September 24, 2002

Subscribed and sworn to

before me this 24^th day of

September 2002.

/s/ Susan Lane

Notary Public

My Commission Expires: September 13, 2006