UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrant ¨                            Filed by a Party other than the Registrant x

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

¨ Definitive Additional Materials

x Soliciting Material Pursuant to §240.14a-12

Scientific-Atlanta, Inc.

(Name of Registrant as Specified In Its Charter)

Cisco Systems, Inc.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Filed by Cisco Systems, Inc.

Pursuant to Rule 14a-12 of the

Securities Exchange Act of 1934

Subject Company: Scientific-Atlanta, Inc.

Commission File No.: 001-05517

The following is a slide presentation posted and accessible to Scientific-Atlanta employees on Cisco’s Acquisition Central site in connection with the proposed merger between Cisco Systems, Inc. and Scientific-Atlanta, Inc.

1

©

2005 Cisco Systems, Inc. All rights reserved.

Cisco Confidential

Cisco Systems, Inc.

Conference Call

November 18, 2005

2

©

2005 Cisco Systems, Inc. All rights reserved.

Cisco Confidential

Forward-Looking Statements

FORWARD-LOOKING STATEMENTS

Forward-Looking Statements

This

press

release

contains

forward-looking

statements

which

are

subject

to

safe

harbors

created

under

the

U.S.

federal

securities

laws.

These

statements

include,

among

others,

statements

regarding

the

expected

financial

performance

of

Cisco

(including

earnings

projections)

following

completion

of

the

acquisition,

Cisco’s

ability

to

achieve

the

expected

synergies

and

other

strategic

benefits

as

a

result

of

the

acquisition,

the

strengthening

of

Cisco’s

leadership

position

across

the

entire

networked

digital

home

as

a

result

of

the

acquisition,

and

the

timeframe

during

which

the

acquisition

is

expected

to

close.

Statements

regarding

future

events

are

based

on

the

parties'

current

expectations

and

are

necessarily

subject

to

associated

risks

related

to,

among

other

things,

obtaining

Scientific-Atlanta’s

shareholder

and

regulatory

approval

of

the

acquisition,

the

potential

impact

on

the

business

of

Scientific-Atlanta

due

to

uncertainty

about

the

acquisition,

the

retention

of

employees

of

Scientific-Atlanta

and

the

ability

of

Cisco

to

successfully

integrate

Scientific-Atlanta’s

market

opportunities,

technology,

personnel

and

operations

and

to

achieve

planned

synergies.

Therefore,

actual

results

may

differ

materially

and

adversely

from

those

expressed

in

any

forward-looking

statements.

For

information

regarding

other

related

risks,

see

the

"Risk

Factors"

section

of

Cisco's

most

recent

Form

10-K

filed

with

the

SEC

on

September

19,

2005

and

of

Cisco’s

subsequently

filed

Forms

10-Q.

The

parties

undertake

no

obligation

to

revise

or

update

any

forward-looking

statements

for

any

reason.

Additional

Information

and

Where

to

Find

It

Scientific-Atlanta

has

agreed

to

file

a

proxy

statement

in

connection

with

the

proposed

acquisition.

The

proxy

statement

will

be

mailed

to

the

shareholders

of

Scientific-Atlanta.

Scientific-Atlanta’s

shareholders

are

urged

to

read

the

proxy

statement

and

other

relevant

materials

when

they

become

available

because

they

will

contain

important

information

about

the

acquisition

and

Scientific-Atlanta.

Investors

and

security

holders

may

obtain

free

copies

of

these

documents

(when

they

are

available)

and

other

documents

filed

with

the

Securities

and

Exchange

Commission

at

the

SEC’s

web

site

at

www.sec.gov.

In

addition,

investors

and

security

holders

may

obtain

free

copies

of

the

documents

filed

with

the

SEC

by

Scientific-Atlanta

by

going

to

Scientific-Atlanta’s

Investor

Relations

page

on

its

corporate

website

at

www.scientific-atlanta.com.

In

addition,

Scientific-Atlanta

and

its

officers

and

directors

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

from

Scientific-Atlanta’s

shareholders

with

respect

to

the

acquisition.

A

description

of

any

interests

that

Scientific-Atlanta’s

officers

and

directors

have

in

the

acquisition

will

be

available

in

the

proxy

statement.

In

addition,

Cisco

and

its

officers

and

directors

may

be

deemed

to

have

participated

in

the

solicitation

of

proxies

from

Scientific-Atlanta’s

shareholders

in

favor

of

the

approval

of

the

acquisition.

Information

concerning

Cisco’s

directors

and

executive

officers

is

set

forth

in

Cisco’s

proxy

statement

for

its

2005

annual

meeting

of

shareholders,

which

was

filed

with

the

SEC

on

September

26,

2005,

and

annual

report

on

Form

10-K

filed

with

the

SEC

on

September

19,

2005.

These

documents

are

available

free

of

charge

at

the

SEC’s

web

site

at

www.sec.gov

or

by

going

to

Cisco’s

Investor

Relations

Website

at

http://www.cisco.com/go/investors.

3

©

2005 Cisco Systems, Inc. All rights reserved.

Cisco Confidential

Agenda

•

Cisco’s Overall Strategy for the Service Provider

and Consumer Market Segments

•

How Scientific-Atlanta Enhances

Overall Strategy

•

Scientific-Atlanta’s View on the Marketplace

•

Q&A

4

©

2005 Cisco Systems, Inc. All rights reserved.

Cisco Confidential

Cisco…

Now the Quad Play Leader

Data / Voice / Mobility / Video

•

Video is emerging as the key strategic application

in the service provider quadruple play bundle

•

Scientific-Atlanta’s scale, experience

builds on Cisco’s

commitment / leadership in the service provider market

•

Combined team offers unmatched experience

in delivering large-scale video systems and networks

•

Linksys and Scientific-Atlanta combination extends Cisco’s

leadership position across the networked digital home

•

Cisco international presence and IP leadership creates

strategic synergies that accelerate combined

growth opportunity

4

©

2005 Cisco Systems, Inc. All rights reserved.

Cisco Confidential

5

©

2005 Cisco Systems, Inc. All rights reserved.

Cisco Confidential

Scientific-Atlanta…

Completes the “Quad Play”

Offering

Voice

Voice

VoIP Becoming

Mainstream

VoIP Becoming

Mainstream

Win Video, Win

the Consumer

Win Video, Win

the Consumer

Video

Video

Broadband

Buildout

Ramping

Broadband

Buildout

Ramping

Data

Data

IP Mobility

6

©

2005 Cisco Systems, Inc. All rights reserved.

Cisco Confidential

Cisco Welcomes a World-Class Team

Subscriber Systems

End-to-End Subscriber Systems,

DVR & Non-DVR Set tops,

HD & standard definition Set tops,

System & Client Software,

Cable HSD/Voice Modems,

Home Networks

Transmission Networks

HFC Networks,

Satellite Systems, Head-ends,

Network Management,

Digital

Transport

SciCARE

Systems Integration,

24/7 Customer Support, Consulting,

Remote Maintenance & Network Management, Training

Installation and Program Management

7

©

2005 Cisco Systems, Inc. All rights reserved.

Cisco Confidential

Catching the Video Market Transition

HIGH DEFINITION

HIGH DEFINITION

DIGITAL CABLE

DIGITAL CABLE

IPTV

IPTV

DVR

DVR

INTERACTIVE TV

INTERACTIVE TV

Video Network

Convergence

Video Network

Convergence

Advanced

Video

Quality

Advanced

Video

Quality

Personalized

Video

Experience

Personalized

Video

Experience

VIDEO TO OTHER DEVICES

VIDEO TO OTHER DEVICES

8

©

2005 Cisco Systems, Inc. All rights reserved.

Cisco Confidential

•

Cable operators are entering network and set top box upgrade

cycle to deliver advanced video services 

•

Telco’s have begun building entirely new infrastructures for video

entertainment delivery

2004

2009

Telco IPTV

Cable Video

SP Video—The Next Investment Wave

$9.9B

$3.6B

CAGR = 22%

Source: Infonetics, Cisco

9

©

2005 Cisco Systems, Inc. All rights reserved.

Cisco Confidential

Cisco Delivers the Complete Digital Home

Home Networking, Media Sharing

Throughout the Home

Home Networking, Media Sharing

Throughout the Home

Networked Entertainment

Networked Entertainment

Digital, DVR, High Definition

Digital, DVR, High Definition

Voice & Video

Voice & Video

End User

Audio, Video, Interactive Content

Audio, Video, Interactive Content

Content

Content

ADSL2+, FTTx,

DOCSIS 3.0, WiFi

ADSL2+, FTTx,

DOCSIS 3.0, WiFi

Broadband

Broadband

10

©

2005 Cisco Systems, Inc. All rights reserved.

Cisco Confidential

Global Technology and Customer Synergy

U.S.A.

International

Sell

complementary

product lines

Migrate to

IP video

Migrate to

IP video

Sell

complementary

product lines

11

©

2005 Cisco Systems, Inc. All rights reserved.

Cisco Confidential

Note: Not drawn to scale

Accelerating the Growth Opportunity

10–12%

12–16%

FY’05–10 CAGR

Head-end Systems

Set Top Boxes

Data & Voice CPE

Video Head-ends

Set Top Boxes

System Integration

International Expansion

Quadruple Play Integration

Networked Digital Home

Cable

Cable

Telco / IPTV

Telco / IPTV

Synergies

Synergies

12

©

2005 Cisco Systems, Inc. All rights reserved.

Cisco Confidential

1

©

2005 Cisco Systems, Inc. All rights reserved.

Cisco Confidential

Additional Information About The Merger and

Where To Find It

In

connection

with

the

proposed

merger

and

required

shareholder

approval,

Scientific-Atlanta,

Inc.

(the

“Company” ) has filed with the SEC a preliminary proxy statement and will file with the SEC a definitive

proxy statement that will contain important information about the merger. The proxy statement will be

mailed to the shareholders of the Company. Investors and security holders of the Company are urged

to read the proxy statement, and any other relevant materials filed by the Company because they

contain, or will contain, important information about the Company and the merger. All documents filed

by

the

Company

with

the

SEC

may

be

obtained

for

free

at

the

SEC’s

website

at

www.sec.gov.

In

addition, the documents filed with the SEC by the Company may be

obtained free of charge by

contacting the Company at 5030 Sugarloaf Parkway, Lawrenceville,

Georgia 30044, (770)

236-5000 or

online at http://www.sciatl.com.

The Company and its executive officers and directors may be deemed to be participants in the

solicitation of proxies from the shareholders of the Company with respect to the merger. Information

about the executive officers and directors of the Company and their ownership of the Company’s

common stock is set forth in the preliminary proxy statement referenced above, which was filed with

the SEC on December

7, 2005. Investors and security holders may obtain more detailed

information

regarding the direct and indirect interests of the Company and its respective executive officers and

directors in the acquisition by reading the preliminary proxy statement, as well as the definitive proxy

statement regarding the merger that the Company will file with the SEC.

In

addition,

Cisco

and

its

officers

and

directors

may

be

deemed

to

have

participated

in

the

solicitation

of

proxies

from

Scientific-Atlanta’s

shareholders

in

favor

of

the

approval

of

the

acquisition.

Information

concerning

Cisco’s

directors

and

executive

officers

is

set

forth

in

Cisco’s

proxy

statement

for

its

2005

annual meeting of shareholders, which was filed with the SEC on September

26, 2005, and annual

report on Form 10-K filed with the SEC on September

19, 2005. These documents are available free of

charge at the SEC’s web site at www.sec.gov

or by going to Cisco’s Investor Relations Website at

http://www.cisco.com/go/investors .

13

©

2005 Cisco Systems, Inc. All rights reserved.

Cisco Confidential