-----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, GVRuTwSMAM/mHowlj4pbCGXhPnb3WTRCwgrwdcgoa09rruJLKZ3dPwTJrY3kmVCy 7TyAhILeICgqw5dXzawNYQ== 0001313146-05-000066.txt : 20050707 0001313146-05-000066.hdr.sgml : 20050707 20050707105053 ACCESSION NUMBER: 0001313146-05-000066 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050705 FILED AS OF DATE: 20050707 DATE AS OF CHANGE: 20050707 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: MCINTYRE ROBERT C CENTRAL INDEX KEY: 0001232627 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05517 FILM NUMBER: 05942551 BUSINESS ADDRESS: BUSINESS PHONE: 7702364695 MAIL ADDRESS: STREET 1: C/O SCIENTIFIC ATLANTA STREET 2: 5030 SUGARLOAF PARKWAY CITY: LAWRENCEVILLE STATE: GA ZIP: 30044 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2005-07-05 0000087777 SCIENTIFIC ATLANTA INC SFA 0001232627 MCINTYRE ROBERT C 5030 SUGARLOAF PARKWAY LAWRENCEVILLE GA 30044 0 1 0 0 SVP & CTO Common Stock 6000 D Common Stock 4231 I Employee Benefit Plan Stock Option - Right to Buy 33.87 2005-07-05 4 A 0 15000 A 2015-07-05 Common Stock 15000 15000 D Shares indirectly held in the Company's 401(k) plan based on the July 5, 2005 statement and includes the Company match in the Scientific-Atlanta stock fund effective as of such date. Vesting of the right to receive these option performance awards is based generally upon the compound annual percentage increase in net revenue over three years, subject to certain restrictions. This LTIP stock option is an employee performance stock option that is being granted, not sold, by the Company to the reporting individual. The form of the option is substantially the same as the option agreement filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated January 20, 2005, except that the award does not fully vest on the sixth anniversary of the date of grant and there is not a PBT cap. JoAnn B. Buck, pursuant to a Power of Attorney 2005-07-07 EX-24 2 mcintyrepoa2005.txt Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Michael C. Veysey, Angela M. Woo and JoAnn B. Buck the undersigned's true and lawful attorneys-in-fact, with either of such attorneys-in-fact having the power to unilaterally: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer and/or director of Scientific-Atlanta, Inc. ("Company"), Forms 3, 4, 5 and any other form promulgated under Section 16(a), in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file any such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each foregoing attorney-in-fact, by serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact that the undersigned desires to terminate. I hereby revoke the previous Power of Attorney issued to Patricia L. Van Gorder and Anita S. Gifford on February 29, 2000. This Power of Attorney constitutes the entire agreement with respect to the subject matter hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 29th day of June, 2005. /s/ Robert C. McIntyre Robert C. McIntyre -----END PRIVACY-ENHANCED MESSAGE-----