-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, pwqKOvA3+D0REvNKKpKZuEL4BO5CxIWbqJja7binCT84uylvylauba/BEv6N/dHe 3YFtwgEJvHPWSvFA720vIQ== 0000950144-94-001268.txt : 19940702 0000950144-94-001268.hdr.sgml : 19940702 ACCESSION NUMBER: 0000950144-94-001268 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCIENTIFIC ATLANTA INC CENTRAL INDEX KEY: 0000087777 STANDARD INDUSTRIAL CLASSIFICATION: 3663 IRS NUMBER: 580612397 STATE OF INCORPORATION: GA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05517 FILM NUMBER: 94535880 BUSINESS ADDRESS: STREET 1: ONE TECHNOLOGY PKWY SOUTH STREET 2: BOX 105600 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 4049035000 FORMER COMPANY: FORMER CONFORMED NAME: SCIENTIFIC ASSOCIATES INC DATE OF NAME CHANGE: 19671024 11-K 1 SCIENTIFIC ATLANTA FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended: December 31, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from to ------------- ----------- Commission file number: 1-5517 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Scientific-Atlanta, Inc. Voluntary Employee Retirement and Investment Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Scientific-Atlanta, Inc. One Technology Parkway, South Norcross, Georgia 30092. 2 REQUIRED INFORMATION EXHIBITS The following exhibits are filed as part of this report: a. Plan financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA. b. Consent of Arthur Andersen & Co. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Scientific-Atlanta, Inc. Voluntary Employee Retirement and Investment Plan Date: June 24, 1994 By: Scientific-Atlanta, Inc. Employee Benefit Committee By: /s/ Brian C. Koenig -------------------- Name: Brian C. Koenig Title: Vice President, Human Resources 3 EXHIBIT A SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST FINANCIAL STATEMENTS AND SCHEDULES AS OF DECEMBER 31, 1993 AND 1992 TOGETHER WITH AUDITORS REPORT 4 SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES DECEMBER 31, 1993 AND 1992 TABLE OF CONTENTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS: Statements of Net Assets, December 31, 1993 and 1992 Statements of Changes in Net Assets for the Years Ended December 31, 1993 and 1992 NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES SUPPLEMENTAL SCHEDULES: Schedule Number ------ I. Item 27a - Schedule of Assets Held for Investment Purposes, December 31, 1993 II. Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1993 5 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Employee Benefit Committee of the Scientific-Atlanta, Inc. Voluntary Employee Retirement and Investment Plan and Trust: We have audited the accompanying statements of net assets of the Scientific-Atlanta, Inc. Voluntary Employee Retirement and Investment Plan and Trust as of December 31, 1993 and 1992, and the related statements of changes in net assets for the years then ended. These financial statements and the schedules referred to below are the responsibility of the plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets of the Plan as of December 31, 1993 and 1992, and the changes in its net assets for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the table of contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of changes in net assets is presented for purposes of additional analysis rather than to present the changes in net assets of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN & CO. Atlanta, Georgia June 9, 1994 6 SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST STATEMENTS OF NET ASSETS DECEMBER 31, 1993 AND 1992
1993 1992 ------------ ------------- ASSETS: INVESTMENTS, AT MARKET (SCHEDULE I) FIDELITY RETIREMENT MONEY MARKET FUND $ 6,542,495 $ 6,384,345 FIDELITY INTERMEDIATE BOND FUND 5,954,871 4,936,801 FIDELITY EQUITY INCOME FUND 10,460,786 6,912,001 FIDELITY U.S. EQUITY INDEX FUND 2,021,393 975,435 FIDELITY MAGELLAN FUND 11,611,208 5,490,403 S-A COMMON STOCK FUND 17,355,547 13,418,720 ------------ ------------ 53,946,300 38,117,705 EMPLOYER CONTRIBUTIONS RECEIVABLE -- 353,822 ACCRUED INVESTMENT INCOME -- 85,490 ACCRUED DEPOSITS -- 69,006 ------------ ------------ TOTAL ASSETS 53,946,300 38,626,023 ------------ ------------ LIABILITIES: BENEFITS PAYABLE -- 463,963 ADMINISTRATIVE EXPENSES PAYABLE -- 13,784 ACCRUED WITHDRAWALS -- 68,776 ------------ ------------ TOTAL LIABILITIES -- 546,523 ------------ ------------ NET ASSETS $ 53,946,300 $ 38,079,500 ============ ============
The accompanying notes are an integral part of these statements. 7 Page 1 of 2 SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
FIDELITY FUNDS ------------------------------------------------------------- INTER- MONEY MEDIATE EQUITY US EQUITY MARKET BOND INCOME INDEX MAGELLAN ---------- ---------- ---------- ---------- ---------- INVESTMENT INCOME: Net appreciation (depreciation) in market value of investments $ -- $ 105,745 $ 1,189,039 $ 129,620 $ 510,520 Dividends 104,152 464,940 352,395 73,169 937,170 Interest 21 18 22 8 65 ---------- ---------- ----------- ---------- ----------- 104,173 570,703 1,541,456 202,797 1,447,755 ---------- ---------- ----------- ---------- ----------- CONTRIBUTIONS: Participants 1,046,356 853,457 1,358,700 485,968 2,125,795 Employer -- -- -- -- -- Rollover deposits (10,564) 94,501 141,756 98,683 219,979 ---------- ----------- ------------ ---------- ----------- 1,035,792 947,958 1,500,456 584,651 2,345,774 ---------- ---------- ----------- ---------- ----------- TOTAL ADDITIONS 1,139,965 1,518,661 3,041,912 787,448 3,793,529 PAYMENTS TO PARTICIPANTS (210,661) (185,205) (212,804) (28,999) (212,968) ADMINISTRATIVE EXPENSES (11,820) (8,178) (13,084) (1,804) (20,525) INTERFUND TRANSFERS (759,334) (307,208) 732,761 289,313 2,560,769 ---------- ---------- ----------- ---------- ----------- NET INCREASE 158,150 1,018,070 3,548,785 1,045,958 6,120,805 NET ASSETS, BEGINNING OF YEAR 6,384,345 4,936,801 6,912,001 975,435 5,490,403 ---------- ---------- ----------- ---------- ----------- NET ASSETS, END OF YEAR $6,542,495 $5,954,871 $10,460,786 $2,021,393 $11,611,208 ========== ========== =========== ========== ===========
The accompanying notes are an integral part of these statements. 8 Page 2 of 2 SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
SCIENTIFIC ATLANTA COMMON ADMINIS- STOCK TRATIVE FUND ACCOUNT 1993 1992 ------------- ----------- ---------- ----------- INVESTMENT INCOME: Net appreciation (depreciation) in market value of investments $ 4,658,935 $ -- $ 6,593,859 $ 7,834,929 Dividends 32,479 (85,490) 1,878,815 1,610,705 Interest 340 -- 474 889 ----------- --------- ----------- ----------- 4,691,754 (85,490) 8,473,148 9,446,523 ----------- --------- ----------- --------- CONTRIBUTIONS: Participants 29,828 -- 5,900,104 4,787,722 Employer 2,104,379 (353,822) 1,750,557 1,415,823 Rollover deposits 36,076 (230) 580,201 197,794 ----------- --------- ----------- ----------- 2,170,283 (354,052) 8,230,862 6,401,339 ----------- --------- ----------- ----------- TOTAL ADDITIONS 6,862,037 (439,542) 16,704,010 15,847,862 PAYMENTS TO PARTICIPANTS (398,130) 463,963 (784,804) (2,472,870) ADMINISTRATIVE EXPENSES (10,779) 13,784 (52,406) (75,763) INTERFUND TRANSFERS (2,516,301) -- -- -- ----------- --------- ----------- ----------- NET INCREASE 3,936,827 38,205 15,866,800 13,299,229 NET ASSETS, BEGINNING OF YEAR 13,418,720 (38,205) 38,079,500 24,780,271 ----------- --------- ----------- ----------- NET ASSETS, END OF YEAR $17,355,547 $ -- $53,946,300 $38,079,500 =========== ========= =========== ===========
The accompanying notes are an integral part of these statements. 9 SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1993 AND 1992 ----------------------------------------------------------- 1. PLAN DESCRIPTION: Effective January 1, 1986, Scientific-Atlanta, Inc. (the "Company") established the Scientific-Atlanta, Inc. Voluntary Employee Retirement and Investment Plan and Trust (the "Plan"). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). A description of the Plan provisions has been published in a summary Plan description available to all participants and beneficiaries. The following six investment funds have been established by the Plan for investing participants' contributions. All investment elections are participant directed. Participants may change their investment elections daily. The Plan has specific guidelines and limitations as to the type of securities eligible for investment by each fund. The Money Market Fund (Fidelity Retirement Money Market Portfolio) - This is a fixed income fund invested in short-term securities with the objective of current income that is designed to provide investors with a return that reflects current short-term money market rates. The Bond Fund (Fidelity Intermediate Bond Fund) - This is a fixed income fund invested in U.S. Treasury bonds or other government bonds, and corporate bonds with a fixed interest rate. The Equity Mutual Fund (Fidelity Equity-Income Fund) - This is a fund containing a variety of corporate securities, with more investment risk than the Bond Fund and Money Market Fund, with the objective of both current income and capital appreciation. The Equity Index Fund (Fidelity U.S. Equity Index Portfolio) - This is a fund that invests primarily in the common stocks of the 500 companies included in the S&P 500 Index. The objective is for both current income and long-term capital appreciation. Long-Term Capital Appreciation Fund (Fidelity Magellan Fund) - This fund is invested in securities of large United States and foreign corporations as well as smaller, lesser known companies with the objective of long-term capital appreciation. This fund offers more overall investment risks than the other funds currently offered under the Plan. Scientific-Atlanta Common Stock Fund, (S-A Common Stock Fund). This fund is invested primarily in Scientific-Atlanta common stock with the balance in short-term money market investments. The objective of this fund is to give employees the opportunity to become shareholders of the Company and to share in the Company's performance. Employees have the option to redirect the Company's matching contribution, which is made only to this fund, to the other Fidelity funds. Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. 10 -2- Although the Plan has received a favorable determination letter dated July 1, 1993 from the Internal Revenue Service, it has not been updated for the latest Plan amendments. However, the Plan Administrator and management believe that the Plan was designed and operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt through the year ended December 31, 1993. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The financial statements are prepared on an accrual basis in accordance with generally accepted accounting principles. Gains and losses on investment transactions are determined for accounting purposes as of the settlement date on a moving average cost basis. Investments are stated at market value (based on quoted market prices) in the accompanying Statements of Net Assets. 3. PARTICIPATION: Employees of the Company are eligible to participate in the Plan if they (a) are a regular full-time employee or a regular part-time employee scheduled to work at least 20 hours a week, and (b) are at least 18 years of age. Eligibility begins in the calendar quarter following employment. This eligibility requirement complies with the provisions of ERISA. Participants may contribute to the Plan an amount ranging from 1/2% to 15% of their annual compensation as reported on Internal Revenue Service Form W-2. Individual accounts are maintained for each of the Plan's participants to reflect the participant's share of the Plan's income, the Company's contribution, and the participant's contribution. Allocations are based on participant account balances, as defined. The amount contributed to the Plan by the Company on behalf of a participant is equal to $1.00 for each dollar contributed by the participant up to 3% of the participant's annual compensation plus $.50 for each dollar of the participant's contribution between 3% and 6% of the participant's annual compensation. In addition, for any Plan year, the Company's contribution on behalf of the participant to this Plan shall not exceed 4.5% of the participant's annual compensation for such Plan year. The Company's matching contributions to the Plan are in the form of Scientific-Atlanta, Inc. common stock only at the end of each quarter. Vesting is immediate for both the participant's contribution and the Company's matching contribution. Prior to October 1, 1993, the amount contributed to the Plan by the Company on behalf of a participant was equal to $.50 for each $1.00 of the participant's contributions up to 5% of the participant's annual compensation. For any plan year, the Company's combined contribution on behalf of the participant to this Plan and the Scientific-Atlanta, Inc. Stock Purchase Plan could not exceed 2.5% of the participant's annual compensation for such Plan year. The Company's matching contributions to the Plan were in the form of the Company's common stock, cash, or a combination of both. 4. TRUST AGREEMENT: At December 31, 1993, the Plan's assets were held by the Trustee of the Plan, Fidelity Management Trust Company; Wachovia Bank of North Carolina was the Trustee of the Plan for the period through June 30, 1993. Company contributions are held and managed by the Trustee, which invests cash received, interest, and dividend income and makes distributions to participants. Certain administrative functions are performed by officers or employees of the Company or its subsidiaries and they act as the Plan Administrator. No such officer or employee receives compensation from the Plan. Administrative expenses such as trustee fees are paid by the Plan. 11 SCHEDULE I SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1993
Face Amount Market Investment Description or Shares Cost Value - - - - - -------------------------------------- ------------ ------------ -------------- Fidelity Investments Mutual Funds (1): - - - - - -------------------------------------- Retirement Money Market 6,542,495 $ 6,542,495 $ 6,542,495 Intermediate Bond 552,400 5,834,337 5,954,871 Equity Income 309,125 8,660,319 10,460,786 U.S. Equity Index 117,047 1,821,110 2,021,393 Magellan 163,884 11,275,250 11,611,208 Common Stock (1) - - - - - ---------------- Scientific-Atlanta, Inc. 1,699,858 6,978,703 17,355,547 ------------ ------------- Total Investments $ 41,112,214 $ 53,946,300 ============ =============
(1) Represents a party in interest. The accompanying notes are an integral part of these statements. 12 SCHEDULE II SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST SCHEDULE OF REPORTABLE TRANSACTIONS (1) FOR THE YEAR ENDED DECEMBER 31, 1993
Purchases Sales, Maturities or Withdrawals --------------------------- ------------------------------------------------------------- Number of Number of Net Gain/ Description Transactions Amount Transactions Proceeds Cost (Loss) - - - - - ------------------------ ------------ --------------- ------------ ------------ ----------- ------------- Fidelity Money Market Portfolio (2) 102 $ 8,245,098 65 $ 1,817,915 $ 1,817,923 (8) Fidelity Intermediate Bond Fund (2) 110 6,974,399 49 954,694 915,492 39,202 Fidelity Equity-Income Fund (2) 113 10,292,817 49 755,579 639,058 116,521 Fidelity Magellan Fund (2) 117 13,210,241 38 486,991 459,618 27,373 Scientific-Atlanta, Inc. Common Stock Fund (2) 57 7,970,272 41 4,779,843 2,885,706 1,894,137
(1) Represents transactions or a series of transactions in securities of the same issue or with a person in excess of 5% of the market value of the Plan's assets as of January 1, 1993. (2) Represents a party in interest The accompanying notes are an integral part of these statements. 13 EXHIBIT B CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K into Scientific-Atlanta, Inc.'s previously filed Registration Statement covering the Scientific-Atlanta, Inc. Voluntary Employee Retirement and Investment Plan and Trust. ARTHUR ANDERSEN & CO. Atlanta, Georgia June 24, 1994 -----END PRIVACY-ENHANCED MESSAGE-----