11-K 1 d11k.htm FORM 11-K Form 11-K
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].

 

For the fiscal year ended March 31, 2004

 

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. 1998 Employee Stock Purchase Plan

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

Scientific-Atlanta, Inc.

5030 Sugarloaf Parkway

Lawrenceville, Georgia 30044

 

Table of Contents

REQUIRED INFORMATION

 

AUDITED FINANCIAL STATEMENTS

 

Scientific-Atlanta, Inc.

1998 Employee Stock Purchase Plan

 

As of March 31, 2004 and 2003, and for each of the

the Three Years in the Period ended March 31, 2004

with Report of Independent Registered Public Accounting Firm

 

2

Table of Contents

Scientific-Atlanta, Inc.

1998 Employee Stock Purchase Plan

 

Audited Financial Statements

 

As of March 31, 2004 and 2003, and for each of the

Three Years in the Period ended March 31, 2004

 

Contents

 

Report of Independent Registered Public Accounting Firm

   4

Audited Financial Statements

     

Statements of Financial Condition as of March 31, 2004 and 2003

    5

Statements of Changes in Plan Equity for each of the three years in the period ended March 31, 2004

    6

Notes to Financial Statements

    7

 

3

Table of Contents

Report of Independent Registered Public Accounting Firm

 

Human Resources and Compensation Committee of the Board of Directors of Scientific-Atlanta, Inc.

 

We have audited the accompanying statements of financial condition of the Scientific-Atlanta, Inc. 1998 Employee Stock Purchase Plan as of March 31, 2004 and 2003, and the related statements of changes in plan equity for each of the three years in the period ended March 31, 2004. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 financial condition of the Scientific-Atlanta, Inc. 1998 Employee Stock Purchase Plan at March 31, 2004 and 2003, and the changes in its plan equity for each of the three years in the period ended March 31, 2004, in conformity with U.S. generally accepted accounting principles.

 

/s/ Ernst & Young LLP

 

June 18, 2004

 

4

Table of Contents

Scientific-Atlanta, Inc.

1998 Employee Stock Purchase Plan

 

Statements of Financial Condition

 

     March 31
     2004
    2003

Assets

              

Receivable from Scientific-Atlanta, Inc.

    $ 281,329    $ 265,587
    
  
Liabilities and plan equity              

Obligations to purchase Scientific-Atlanta, Inc. common stock and issue refunds

    $ 281,329    $ 265,587

Plan equity

      —        —  
    
  
     $ 281,329    $ 265,587
    
  

 

See accompanying notes.

 

5

Table of Contents

Scientific-Atlanta, Inc.

1998 Employee Stock Purchase Plan

 

Statements of Changes in Plan Equity

 

     Year ended March 31
     2004
    2003
    2002

Additions:

                     

Participant contributions

    $ 1,230,865    $ 1,526,499    $ 2,146,643

Deductions:

                     

Purchases of Scientific-Atlanta, Inc. common stock

      1,205,626      1,499,413      2,102,006

Amounts refunded to Plan participants

      25,239      27,086      44,637
    
  
  

Total deductions

      1,230,865      1,526,499      2,146,643
    
  
  

Plan equity at end of year

    $ —      $ —      $ —  
    
  
  

 

See accompanying notes.

 

6

Table of Contents

Scientific-Atlanta, Inc.

1998 Employee Stock Purchase Plan

 

Notes to Financial Statements

 

March 31, 2004

 

1. Description of the Plan

 

The following description of the Scientific-Atlanta, Inc. 1998 Employee Stock Purchase Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

The purpose of the Plan is to encourage and facilitate the accumulation of savings by eligible Scientific-Atlanta, Inc. (the “Company”) employees.

 

The Plan is administered by the Human Resources and Compensation Committee of the Company’s Board of Directors.

 

The Company offers to eligible employees an option to purchase shares of the Company’s common stock, $0.50 par value per share (the “Common Stock”), on a calendar quarter basis through payroll deductions of an amount up to, but not exceeding, ten percent in whole percent increments of his or her annual compensation. Regular employees of the Company who work at least twenty hours per week are eligible to participate in the Plan beginning in the quarterly plan period following the employee’s completion of one hour of regular service with the Company. Directors of the Company and officers who are elected by the Board of Directors are not eligible to participate in the Plan. A participant may cancel his or her participation in the Plan at any time prior to a stock purchase date by withdrawing from the Plan ten days prior to the next stock purchase date. Any funds contributed by the participant which have not been used to purchase stock are refunded to the participant upon withdrawal.

 

7

Table of Contents

Scientific-Atlanta, Inc.

1998 Employee Stock Purchase Plan

 

Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)

 

A participant may elect in writing to increase or decrease his or her rate of contribution effective at the beginning of the next subsequent quarterly Plan period. Stock is purchased on the last day of each quarterly plan period, or next preceding business day if the last day of the quarterly plan period is not a business day, using the funds accumulated from payroll deductions. The purchase price of the shares purchased under the Plan is the lower of (a) the fair market value of the stock on the stock purchase date meaning the closing sales price on the stock purchase date, as reported on the New York Stock Exchange Composite or (b) the average of the closing sales price as reported on the New York Stock Exchange Composite for each trading day of the quarterly plan period.

 

The number of participants in the Plan at March 31, 2004, 2003 and 2002 are 274, 278, and 431, respectively.

 

Even though there are no current intentions to do so, the Board of Directors can terminate the Plan at any time. Upon termination of the Plan, all payroll deductions not used to purchase Common Stock would be refunded to participants.

 

2. Significant Accounting Policies

 

Basis of Accounting

 

The accompanying financial statements are presented on the accrual basis of accounting.

 

Plan Expenses

 

The Company pays all administrative expenses of the Plan.

 

3. Federal Income Taxes

 

The Plan is not intended to qualify as an Employee Stock Purchase Plan under Section 423 of the Internal Revenue Code of 1986.

 

8

Table of Contents

4. Subsequent Event

 

The last quarterly purchase of shares under the Plan as described in Note 1 will be June 30, 2004. Effective July 5, 2004, stock will be purchased monthly based on the fiscal accounting periods of the Company. The stock will be purchased on the last day of the fiscal month based on the 4:00 P.M. closing price on the New York Stock Exchange. Payroll contribution changes will be allowed once a month instead of once a quarter. Changes will be effective during the next payroll processing period instead of the next eligible quarter. Regular employees of the Company on the U.S. or Canadian payrolls who work at least twenty hours per week are eligible to participate in the Plan following the completion of one hour of regular service with the Company. Directors of the Company and officers who are elected by the Board of Directors are not eligible to participate in the Plan.

 

9

Table of Contents

SIGNATURES

 

The Plan. 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. 1998 Employee

Stock Purchase Plan

By: Scientific-Atlanta, Inc.

By:

  

/s/ Brian C. Koenig

Name:

  

Brian C. Koenig

Title:

  

Senior Vice President, Human Resources

 

Date: June 28, 2004

 

10

Table of Contents

Exhibit Index

 

23.1   Consent of Ernst & Young LLP

 

11