8-K

UNITED STATES

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): June 1, 2005

SCIENTIFIC-ATLANTA, INC.

(Exact name of registrant as specified in its charter)

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

5030 Sugarloaf Parkway, Lawrenceville, Georgia 30044

(Address of principal executive offices) (Zip Code)

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

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On June 1, 2005, Scientific-Atlanta, Inc. issued a press release announcing settlement and cross-licensing agreements with Gemstar-TV Guide International, Inc. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Document
99.1	Press Release by Scientific-Atlanta, Inc., dated June 1, 2005.

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: June 1, 2005

SCIENTIFIC-ATLANTA, INC.
By:	/s/ Steven D. Boyd
Name:	Steven D. Boyd
Title:	Vice President, Controller and Principal Accounting Officer

EXHIBIT INDEX

Exhibit No.	Document
99.1	Press Release by Scientific-Atlanta, Inc., dated June 1, 2005.

EX-99.1

EXHIBIT 99.1

Release Date: June 01, 2005

Scientific-Atlanta and Gemstar-TV Guide Settle Outstanding Litigation and License Intellectual Property

- Non-exclusive patent license, IPG porting, and settlement agreements to benefit both companies -

Atlanta, GA- Scientific-Atlanta, Inc. today announced a series of agreements with Gemstar-TV Guide International, Inc. that provide licenses to certain intellectual property assets and facilitate product development and deployment for both companies. The companies entered into a long-term worldwide patent cross-license agreement, granting each access to the other’s interactive program guide (IPG) patents. The companies also entered into a porting agreement under which Scientific-Atlanta will assist Gemstar-TV Guide to port the Gemstar-TV Guide’s IPGs onto the Scientific-Atlanta Explorer^(r) set-top platform.

Under these agreements, which have a term of up to nine and-a-half years, Scientific-Atlanta will pay approximately $154 million to Gemstar-TV Guide, and Gemstar-TV Guide will pay approximately $89 million to Scientific-Atlanta. The agreements resolve pending patent litigation and license Gemstar-TV Guide’s IPG patents for future use on those Scientific-Atlanta products that are not covered by existing or future network operators’ Gemstar-TV Guide licenses. The license agreements also provide Gemstar-TV Guide with a license of certain Scientific-Atlanta IPG patents and certain satellite transmission patents.

Scientific-Atlanta expects to incur a charge estimated at $30-$50 million in the fourth quarter of fiscal year 2005 related to the settlement. The preliminary estimate of values to be expensed is based on a range of estimated values for past and future units. These estimates are subject to further review and may change.

“We are pleased to have agreed on a settlement with Gemstar-TV Guide. We see these agreements as a significant step forward that will have positive benefits for both companies.” said Jim McDonald, Chairman, President and CEO of Scientific-Atlanta, Inc.

About Scientific-Atlanta

Scientific-Atlanta, Inc. (NYSE: SFA - http://www.scientificatlanta.com) is a leading supplier of digital content distribution systems, transmission networks for broadband access to the home, digital interactive set-tops and subscriber systems designed for video, high-speed Internet and voice over IP (VoIP) networks, and worldwide customer service and support.

“Forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, may be included in this news release. A variety of factors could cause Scientific-Atlanta’s actual results to differ from the anticipated results expressed in such forward-looking statements. Investors are referred to Scientific-Atlanta’s Cautionary Statements (Exhibit 99.1 to the company’s most recent Form 10-Q), which statements are incorporated into this news release by reference.

Scientific-Atlanta, the Scientific-Atlanta logo and Explorer are registered trademarks of Scientific-Atlanta, Inc.

Contacts:

Tom Robey, Investor Relations 770-236-4608 770-236-4775 fax, tom.robey@sciatl.com

Peggy Ballard, Scientific-Atlanta, +1.770.236.7871, +1.770.236.3088/fax, peggy.ballard@sciatl.com

Sara Stutzenstein, Scientific-Atlanta, +1.770.236.2181, +1.770.236.3088/fax, sara.stutzenstein@sciatl.com

# # #