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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
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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
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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
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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 | |
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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
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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.
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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.
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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.
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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.
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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.
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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
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Exhibit Index
| 23.1 | Consent of Ernst & Young LLP |
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