-----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, U2ty8LgY/YEY7ZkgoEAY7CnfWxo8/9mnewcSjZMZJ8MFqp0obkKNqMAZf1v+PFtK mHw9F5DxcFTnxM5l+JlAzg== 0001181431-06-016539.txt : 20060306 0001181431-06-016539.hdr.sgml : 20060306 20060306193818 ACCESSION NUMBER: 0001181431-06-016539 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060224 FILED AS OF DATE: 20060306 DATE AS OF CHANGE: 20060306 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 5030 SUGARLOAF PARKWAY CITY: LAWRENCEVILLE STATE: GA ZIP: 30044 BUSINESS PHONE: 7709035000 MAIL ADDRESS: STREET 1: 5030 SUGARLOAF PARKWAY CITY: LAWRENCEVILLE STATE: GA ZIP: 30044 FORMER COMPANY: FORMER CONFORMED NAME: SCIENTIFIC ASSOCIATES INC DATE OF NAME CHANGE: 19671024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCDONALD JAMES F CENTRAL INDEX KEY: 0001053169 STATE OF INCORPORATION: GA FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05517 FILM NUMBER: 06668479 BUSINESS ADDRESS: STREET 1: SCIENTIFIC ATLANTA INC STREET 2: 5030 SUGARLOAF PARKWAY CITY: LAWRENCEVILLE STATE: GA ZIP: 30044 BUSINESS PHONE: 7702364624 4 1 rrd110378.xml FORM 4 X0202 4 2006-02-24 1 0000087777 SCIENTIFIC ATLANTA INC SFA 0001053169 MCDONALD JAMES F 5030 SUGARLOAF PARKWAY LAWRENCEVILLE GA 30044 1 1 0 0 Chairman, President & CEO Common Stock 2006-02-24 4 D 0 1064672 43.00 D 0 D Common Stock 2006-02-24 4 D 0 16194 43.00 D 0 I Employee Benefit Plan Stock Option (Right to Buy) 51.7813 2006-02-24 4 D 0 1000000 D 2010-02-19 Common Stock 1000000 0 D Stock Option (Right to Buy) 55.6250 2006-02-24 4 D 0 274641 D 2010-05-11 Common Stock 274641 0 D Stock Option (Right to Buy) 72.00 2006-02-24 4 D 0 90000 D 2010-08-16 Common Stock 90000 0 D Stock Option (Right to Buy) 51.60 2006-02-24 4 D 0 250000 D 2011-02-17 Common Stock 250000 0 D Stock Option (Right to Buy) 22.10 2006-02-24 4 D 0 125000 D 2012-02-16 Common Stock 125000 0 D Stock Option (Right to Buy) 12.57 2006-02-24 4 D 0 200000 D 2013-02-11 Common Stock 200000 0 D Stock Option (Right to Buy) 33.26 2006-02-24 4 D 0 320000 D 2014-02-09 Common Stock 320000 0 D Stock Option (Right to Buy) 33.26 2006-02-24 4 D 0 160000 D 2014-02-09 Common Stock 160000 0 D Stock Option (Right to Buy) 31.23 2006-02-24 4 D 0 290000 D 2015-02-20 Common Stock 290000 0 D Stock Option (Right to Buy) 33.87 2006-02-24 4 D 0 145000 D 2015-07-05 Common Stock 145000 0 D Pursuant to an Agreement and Plan of Merger, dated as of November 18, 2005, by and among Cisco Systems, Inc. ("Cisco"), Scientific-Atlanta, Inc. ("SFA"), and Columbus Acquisition Corp. (the "Merger Agreement"), each share of SFA Common Stock issued and outstanding immediately prior to the effectiveness of the merger on February 24, 2006 (the "Effective Time"), was converted into the right to receive $43.00 in cash, without interest. This option was fully vested and exercisable as of the Effective Time. Pursuant to the Merger Agreement, at the Effective Time, this option was assumed by Cisco and converted into an option to purchase that number of shares of Cisco Common Stock (rounded down to the next whole share) equal to the number of shares of SFA Common Stock subject to this option multiplied by the Option Exchange Ratio at a new exercise price, determined by dividing the exercise price per share of SFA Common Stock subject to this option by the Option Exchange Ratio (rounded up to the next whole cent). The Option Exchange Ratio was 2.199. /s/ JoAnn B. Buck, pursuant to a Power of Attorney 2006-03-06 -----END PRIVACY-ENHANCED MESSAGE-----