-----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, DxYOWl0C8mOUHoLASp8kFuCVlXnfa3VPv1JUyEBRosOzHPnC5yzv9VlcK9R+g8JG 8+mRCjyEmivxARaW6ao4cQ== 0000950144-95-003029.txt : 19951109 0000950144-95-003029.hdr.sgml : 19951109 ACCESSION NUMBER: 0000950144-95-003029 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951108 EFFECTIVENESS DATE: 19951127 SROS: BSE SROS: CSE SROS: CSX SROS: NYSE SROS: PHLX 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: 033-64065 FILM NUMBER: 95588116 BUSINESS ADDRESS: STREET 1: ONE TECHNOLOGY PKWY S STREET 2: BOX 105600 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 4049035000 MAIL ADDRESS: STREET 1: ONE TECHNOLOGY PKWY S STREET 2: B0X 105600 CITY: NORCROSS STATE: GA ZIP: 30092 FORMER COMPANY: FORMER CONFORMED NAME: SCIENTIFIC ASSOCIATES INC DATE OF NAME CHANGE: 19671024 S-8 1 SCIENTIFIC ATLANTA, INC. S-8 1 As filed with the Securities and Exchange Commission on November 8, 1995 Registration No. 33- -------- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 (I.R.S. Employer Identification No.) Incorporation or Organization) ONE TECHNOLOGY PARKWAY, SOUTH NORCROSS, GEORGIA 30092 (Address of Principal Executive Offices) (Zip Code) SCIENTIFIC-ATLANTA, INC. STOCK PLAN FOR NON-EMPLOYEE DIRECTORS (Full Title of the Plan) James F. McDonald Please address a copy of all communications to: Chief Executive Officer William E. Eason, Jr. Scientific-Atlanta, Inc. Scientific-Atlanta, Inc. One Technology Parkway, South One Technology Parkway, South Norcross, Georgia 30092 Norcross, Georgia 30092 (Name and Address of Agent for Service) Telephone: (770) 903-5000 (770) 903-5000 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE ===================================================================================================== Proposed Maximum Proposed Maximum Title of Securities Offering Price Per Aggregate Offering to be Registered Amount to be Share (1) Price Amount of Registered Registration Fee - ----------------------------------------------------------------------------------------------------- Common Stock, Par Value $0.50 Per Share 100,000 shares $13.375 $1,337,500 $462.00 =====================================================================================================
(1) Calculated pursuant to Rules 457(c) and 457(h)(1), based on the average of the high and low sale prices ($13.375 per share) of the Common Stock of the Registrant on the New York Stock Exchange on November 3, 1995. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are incorporated herein by reference: (a) The Registrant's annual report for the fiscal year ended June 30, 1995 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's annual report referred to in (a) above; and (c) The description of the Registrant's common stock, par value $.50 (the "Common Stock"), which is contained in its registration statement on Form 10 filed under Section 12 of the Exchange Act, and the description of the rights to purchase Common Stock, which is contained in its registration statement on Form 8-A filed under Section 12 of the Exchange Act, including any amendments or reports filed for the purpose of updating such descriptions. All documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES 3 Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the issuance of shares of Common Stock pursuant to the Registrant's Stock Plan For Non-Employee Directors has been passed upon for the Registrant by William E. Eason, Jr., General Counsel and Senior Vice President of the Registrant. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Sections 14-2-850 through 14-2-859 of the Georgia Business Corporation Code provide for the indemnification of officers and directors under certain circumstances against reasonable expenses incurred in defending against a claim and authorizes Georgia corporations to indemnify their officers and directors under certain circumstances against reasonable expenses and liabilities incurred in legal proceedings involving such persons because of their being or having been an officer or director. The By-Laws of the Registrant provide for indemnification of its officers and directors to the full extent authorized by such sections. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The exhibits filed as part of this Registration Statement are as follows: Exhibit Number Description of Exhibit 4 Scientific-Atlanta, Inc. Stock Plan For Non-Employee Directors 5 Opinion of William E. Eason, Jr. as to the legality of the securities being registered 23(a) Consent of Arthur Andersen LLP 23(b) Consent of William E. Eason, Jr. (included in Opinion filed as Exhibit 5) 24 Power of Attorney authorizing James F. McDonald and Harvey A. Wagner to sign amendments to this Registration Statement on behalf of officers and directors of the Registrant (contained on Signature Page of Registration Statement) ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: 4 (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 SIGNATURES 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 Norcross, State of Georgia, on this 8th day of November, 1995. SCIENTIFIC-ATLANTA, INC. By: /s/ James F. McDonald ---------------------------------- JAMES F. MCDONALD, PRESIDENT AND CHIEF EXECUTIVE OFFICER POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James F. McDonald and Harvey A. Wagner, jointly and severally, his or her attorneys-in-fact, each with power of substitution for him or her in any and all capacities, to sign any amendments to this Registration Statement, and to file the same, with the exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. /s/ James F. McDonald November 8, 1995 - ---------------------------------- ------------------------- JAMES F. MCDONALD, PRESIDENT AND Date CHIEF EXECUTIVE OFFICER AND DIRECTOR (PRINCIPAL EXECUTIVE OFFICER) /s/ Harvey A. Wagner November 8, 1995 - ---------------------------------- ------------------------- HARVEY A. WAGNER, SENIOR VICE Date PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER (PRINCIPAL FINANCIAL OFFICER) [Signatures continued on next page] 6 [Signatures continued from preceding page] /s/ Julian W. Eidson November 8, 1995 - ---------------------------------- ------------------------- JULIAN W. EIDSON Date VICE PRESIDENT AND CONTROLLER (PRINCIPAL ACCOUNTING OFFICER) /s/ Marion H. Antonini November 8, 1995 - ---------------------------------- ------------------------- MARION H. ANTONINI Date DIRECTOR /s/ William E. Kassling November 8, 1995 - ---------------------------------- ------------------------- WILLIAM E. KASSLING Date DIRECTOR /s/ Wilbur Branch King November 8, 1995 - ---------------------------------- ------------------------- WILBUR BRANCH KING Date DIRECTOR /s/ Mylle Bell Mangum November 8, 1995 - ---------------------------------- ------------------------- MYLLE BELL MANGUM Date DIRECTOR /s/ Alonzo L. McDonald November 8, 1995 - ---------------------------------- ------------------------- ALONZO L. MCDONALD Date DIRECTOR /s/ David J. McLaughlin November 8, 1995 - ---------------------------------- ------------------------- DAVID J. MCLAUGHLIN Date DIRECTOR [Signatures continued on next page] 7 [Signatures continued from preceding page] /s/ James V. Napier November 8, 1995 - ---------------------------------- ------------------------- JAMES V. NAPIER Date DIRECTOR /s/ Sidney Topol November 8, 1995 - ---------------------------------- ------------------------- SIDNEY TOPOL Date DIRECTOR 8 EXHIBIT INDEX Exhibit Number Exhibit Description -------------- ------------------- 4 Scientific-Atlanta, Inc. Stock Plan For Non-Employee Directors 5 Opinion of William E. Eason, Jr. as to the legality of the securities being registered 23(a) Consent of Arthur Andersen LLP 23(b) Consent of William E. Eason, Jr. (included in Opinion filed as Exhibit 5) 24 Power of Attorney authorizing James F. McDonald and Harvey A. Wagner to sign amendments to this Registration Statement on behalf of officers and directors of the Registrant (contained on Signature Page of Registration Statement) EX-4 2 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS 1 EXHIBIT 4 SCIENTIFIC-ATLANTA, INC. STOCK PLAN FOR NON-EMPLOYEE DIRECTORS 1. PURPOSES The purposes of this Plan are to aid the Company in attracting and retaining highly qualified Non-employee Directors, to provide additional compensation as an incentive for Non-employee Directors to contribute their best efforts to the Company's success, and to emphasize and enhance the Company's policy of seeking to have Non-employee Directors maintain a significant investment in the stock of the Company and thus a strong commonality of interests with the shareholders. 2. DEFINITIONS As used in this Plan: (a) The term "Annual Meeting" means the annual meeting of shareholders of the Company. (b) The term "Award" means an Elective Grant or a Stock Award awarded under this Plan. (c) The term "Board" means the Board of Directors of the Company. (d) The term "Board Approval" means approval by a majority of the directors present at a Board meeting at which a quorum is present. (e) The term "Company" means Scientific-Atlanta, Inc., a Georgia corporation. (f) The term "Committee" shall mean the Governance and Nominations Committee of the Board or any another committee comprised of directors of the Board which is vested by the Board with responsibility to administer this Plan. (g) The term "Elective Grant" shall mean the election by a Non-employee Director pursuant to Section 3(a) hereof to receive a portion of his or her Quarterly Compensation in the form of Shares. (h) The term "Eligible Directors" shall mean those Non-employee Directors who served on the Board for the entire period from the most recent Annual Meeting before the grant of a particular Stock Award until the Annual Meeting at which a Stock Award is granted. (i) The term "Fair Market Value Per Share" means the closing sale price of a Share on the New York Stock Exchange on the date such value is determined or, if there is no trade on such Exchange on that date, then the closing sale price on the next preceding date on which there is 2 trade of the Company's Common Stock on such Exchange. In the event that the Company's Common Stock is not listed on the New York Stock Exchange on the determination date, the Fair Market Value shall be determined as stated above but with reference to trades on the largest stock exchange or other public market on which the Company's Common Stock is then traded. (j) The term "Non-employee Director" means any person who is elected to the Board and who has not been an employee of the Company or any of its subsidiaries at any time during the twelve (12) months preceding any election by such person under Section 3 hereof or the receipt of a Stock Award by such person under Section 4 hereof. (k) The term "Plan" means this Scientific-Atlanta, Inc. Stock Plan for Non-employee Directors, as amended from time to time. (l) The term "Quarterly Compensation" means the sum of all meeting fees, annual retainer fees, and Committee and Board Chairmanship fees for service as a director earned by a Non-employee Director during a fiscal quarter. Compensation paid to Non-employee Directors for their service to the Company in any other capacity, shall be excluded from the calculation of Quarterly Compensation. (m) The term "Share" means a share of the Company's Common Stock, $.50 par value. Shares delivered to the Non-employee Directors under this Plan may be either authorized but previously unissued shares or previously issued shares reacquired by the Company. (n) The term "Shareholder Approval" means the affirmative vote of a majority of the shares of Common Stock present or represented and entitled to vote at a meeting of the shareholders of the Company at which a quorum is present. (o) The term "Stock Award" means an award consisting of 500 Shares (subject to adjustment as herein provided) granted to an Eligible Director pursuant to Section 4(a) hereof. 3. ELECTIVE GRANTS (a) Each Non-employee Director may make an election to receive up to 100 percent (100%) of his or her Quarterly Compensation (in increments of 5%) in the form of Shares pursuant to an Elective Grant made in accordance with this Section 3(a). The election by the Non-employee Director to receive an Elective Grant of Shares must be in writing and must be delivered to the Secretary of the Company at least six months and one day before the start of the fiscal quarter during which services are to be rendered by the Non-employee Director giving rise to the Quarterly Compensation. The election made by a Non-employee Director pursuant to this Section 3(a) shall be irrevocable, except as to Quarterly Compensation payable for services rendered during a fiscal quarter of the Company commencing at least six months and one day after an election to revoke or change an earlier election is made in writing to the Secretary of the Company. (b) The number of Shares to be granted to a Non-employee Director who makes an Elective Grant shall equal (i) the amount of the Quarterly Compensation earned during the Company's fiscal quarter subject to the Elective Grant, divided by (ii) the Fair Market Value Per Share on the last day of such fiscal quarter. In no event shall the Company be required to issue 3 fractional Shares. Any fractional Share will be rounded to the nearest whole Share. (c) Subject to the provisions of Sections 6 and 12 hereof, as soon as practicable after each Non-employee Director's Elective Grant of Shares is determined, the Company shall cause to be issued and delivered to such Non-employee Director a stock certificate registered in the name of the Non-employee Director evidencing his or her Elective Grant, less any Shares withheld by the Company pursuant to Section 6 below. (d) No right to an Elective Grant and no interest therein may be assigned, pledged, hypothecated, or otherwise transferred by a Non-employee Director except, in the event of the death of a Non-employee Director prior to the issuance of a stock certificate evidencing an Elective Grant, to the Non-employee Director's designated beneficiary or, in the absence of such designation, by will or the laws of descent and distribution. 4. STOCK AWARDS (a) Beginning with the 1995 Annual Meeting and at the Annual Meeting every year thereafter through and including the Annual Meeting held in 1999, every Eligible Director shall be granted a Stock Award. (b) Subject to the provisions of Sections 6 and 12 hereof, as soon as practicable after the applicable Annual Meeting, the Company shall cause to be issued and delivered to each Eligible Director receiving a Stock Award a stock certificate registered in the name of such Eligible Director evidencing the Stock Award, less any Shares withheld by the Company pursuant to Section 6 below. (c) Eligible Directors shall not be deemed for any purpose to be, or have any rights as, shareholders of the Company with respect to any Stock Award until the stock certificates are issued and then only from the date of the issuance of such stock certificates. Appropriate adjustments shall be made for dividends or distributions or other rights for which the record date is after an Annual Meeting and prior to the issuance of such stock certificates. (d) No right to a Stock Award and no interests therein may be assigned, pledged, hypothecated, or otherwise transferred by an Eligible Director except that in the event of the death of an Eligible Director after an Annual Meeting where such Eligible Director received a Stock Award and prior to the issuance of a stock certificate evidencing such Stock Award, to the Eligible Director's designated beneficiary or, in the absence of such designation, by will or by laws of descent and distribution. 5. ADJUSTMENT UPON CHANGES IN CAPITALIZATION If a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering, or any other change in the corporate structure of the Company or the Shares occurs, then the number and/or kind of shares to be awarded under the Plan shall be automatically adjusted as required in order to prevent an unfavorable effect upon the value of the Awards to be made under this Plan. 4 6. TAX WITHHOLDING/DEFERRAL (a) All Awards made pursuant to this Plan shall be subject to the withholding of state and federal income taxes, FICA tax or other taxes to the extent required by applicable law. The Company shall have the right, before delivery of a stock certificate evidencing an Award, to require the recipient to make arrangements satisfactory to the Company to satisfy such withholding requirements. A Non-employee Director receiving an Award may satisfy such withholding requirements by having the Company withhold Shares otherwise issuable to the director if such director makes an irrevocable election, by way of a written statement in a form acceptable to the Company, at least six (6) months before the date the director recognizes federal taxable income with respect to the receipt of such Award or during any period set forth in Rule 16b-3(e)(3) under the Securities Exchange Act of 1934. (b) The right to receive any Shares under this Plan may be deferred under the provisions of the Company's Deferred Compensation Plan for Non-Employee Directors. 7. ADMINISTRATION The Plan shall be administered by the Committee. The Committee shall have full authority, consistent with the Plan, to interpret the Plan and to promulgate such rules and regulations with respect to the Plan as it deems desirable for the administration of the Plan. The Committee shall have authority to determine all matters relating to the administration and granting of Awards. All decisions, determinations and interpretations of the Committee shall be binding upon all persons. 8. COMPLIANCE WITH APPLICABLE LEGAL REQUIREMENTS The Plan, the Awards, and the obligation of the Company to deliver Shares under the Plan shall be subject to all applicable laws, regulations, and the requirements of the exchanges on which Shares may, at the time, be listed. In the event that the Shares to be issued under this Plan are not registered under the Securities Act of 1933 and/or any applicable state securities laws prior to the delivery of such Shares, the Company may require, as a condition to the issuance thereof, that each Eligible Director to whom such Shares are to be issued represent and warrant in writing to the Company that the Shares are being acquired by him or her for investment for his or her account and not for resale or with any intent of participating directly or indirectly in any distribution of such Shares and a legend to that effect may be placed on the stock certificates representing such Shares. 9. AMENDMENTS The Committee with Board Approval may amend this Plan or any provision thereof from time to time for the purpose of satisfying the requirements of any changes in applicable laws or regulations or for any other purpose which at the time may be permitted by law, provided that no amendment, except with shareholder Approval, shall: (I) change the calculation of the Awards so as to increase the value of the award to the Non-employee Directors; (ii) increase the frequency of the Awards, (iii) materially increase in any other way the benefits to the Non-employee Directors, (iv) materially modify the definitions of Non-employee Director or 5 Eligible Directors as defined herein, or (v) disqualify a Non-employee Director from being a "disinterested" administrator (within the meaning of Rule 16b-3 or any successor rule of the Securities and Exchange Commission) of any stock-based plan of the Company. Notwithstanding the foregoing, in no case may the Plan provisions pertaining to the amount or determination of a Stock Award or the determination of Eligible Directors be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder. 10. DISCONTINUANCE The Board may suspend or discontinue this Plan in whole or in part, but any such suspension or discontinuance shall not affect Awards granted under this Plan prior thereto. 11. GOVERNING LAW This Plan is made in accordance with and shall be governed in all respects by the laws of the State of Georgia. 12. EFFECTIVE DATE This Plan shall become effective on the date of Board Approval of the Plan; provided, however, that the Plan shall be submitted to the shareholders for Shareholder Approval and, if not approved by the shareholders within one year from the date of Board Approval, the Plan shall be of no force and effect. Awards which would otherwise be awarded hereunder before Shareholder Approval of the Plan is obtained shall be subject to such Shareholder Approval and no stock certificates for such Awards shall be issued to Eligible Directors before or until such Shareholder Approval is obtained. 13. TERM The term of this Plan shall be for the period commencing as of the date of Board Approval and ending with the Annual Meeting held in 1999. Approved by the Board of Directors on August 24, 1995. /s/ James V. Napier ---------------------- Chairman of the Board /s/ William E. Eason, Jr. - ------------------------- Secretary EX-5 3 OPINION OF WILLIAM E. EASON, JR. 1 EXHIBIT 5 Scientific-Atlanta, Inc. One Technology Parkway, South Telephone: 770 903-4623 Corporate Legal Norcross, GA 30092-2967 Fax: 770 903-4751 Office of General Counsel William E. Eason, Jr. Senior Vice President General Counsel November 8, 1995 Scientific-Atlanta, Inc. One Technology Parkway, South Norcross, Georgia 30092 Re: Scientific-Atlanta, Inc. Stock Plan For Non-Employee Directors Registration Statement Form S-8 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 100,000 shares of the Company's common stock, par value $0.50 per share (the "Common Stock"), for issuance under the Company's Stock Plan For Non-Employee Directors pursuant to stock awards to be granted by the Company and elective grants by the Non-Employee Directors of the Company to receive all or a portion of their quarterly compensation in the form of shares. 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 100,000 shares covered by such Registration Statement, when issued in accordance with the terms of 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.(A) 4 CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in Scientific-Atlanta, Inc.'s Form S-8 Registration Statement of our report dated August 4, 1995, appearing on page 11 of Scientific-Atlanta, Inc.'s Form 10-K for the year ended June 30, 1995. ARTHUR ANDERSEN LLP Atlanta, Georgia November 6, 1995 -----END PRIVACY-ENHANCED MESSAGE-----