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
February 23, 1997
(Date of earliest event reported)
SCIENTIFIC-ATLANTA, INC.
(Exact name of Registrant as specified in its charter)
Georgia 1-5517 58-0612397
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
One Technology Parkway, South
Norcross, Georgia 30092-2967
(Address of principal executive offices, including zip code)
(770) 903-5000
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
Rights Agreement
On February 23, 1997, the Board of Directors of
Scientific-Atlanta, Inc. (the "Company") approved the
extension of the benefits afforded by the Company's
existing rights plan by adopting a new shareholder rights
plan. The new plan, like the existing plan, is intended
to promote continuity and stability, deter coercive or
partial offers which will not provide fair value to all
shareholders and enhance the Board's ability to represent
all shareholders and thereby maximize shareholder values.
Pursuant to the new Rights Agreement between
the Company and The Bank of New York, as Rights Agent
(the "1997 Rights Agreement"), one Right will be issued
for each outstanding share of common stock, par value
$.50 per share, of the Company on the expiration of the
existing rights (April 13, 1997). Each of the new Rights
will entitle the registered holder to purchase from the
Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $.50 per share,
at a price of $118 per one one-thousandth of a share.
The Rights, however, will not become exercisable unless
and until, among other things, any person acquires 15% or
more of the outstanding common stock or a person or group
is deemed an Adverse Person by the Board of Directors. A
person who beneficially owns 10% or more of the
outstanding common stock of the Company will be declared
an Adverse Person if the Board of Directors determines
(a) that such beneficial ownership is intended to cause
the Company to repurchase the common stock beneficially
owned by such person or to pressure the Company to take
action or enter into transactions intended to provide
such person with short-term financial gain, that are not
in the best long-term interests of the Company and its
shareholders, or (b) such beneficial ownership is causing
or reasonably likely to cause a material adverse impact
on the Company to the detriment of the Company's
shareholders, employees, suppliers, customers or
community; provided, however, that the Board of Directors
shall not declare any Person (an "Existing 10% Holder")
who, on February 23, 1997 together with all affiliates
and associates of such Existing 10% Holder, is the
beneficial owner of 10% or more of the shares of common
stock then outstanding to be an Adverse Person as long as
(1) such Existing 10% Holder, together with its
affiliates and associates, continues to be (i) the
beneficial owner of 10% or more of the shares of common
stock then outstanding and (ii) entitled, pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as
amended, and the rules thereunder, to report its
ownership of common stock on Schedule 13G and (2) neither
such Existing 10% Holder nor any of its affiliates or
associates becomes the beneficial owner of any additional
shares of common stock or any other person who is the
beneficial owner of any shares of common stock does not
become an affiliate or associate of such Existing 10%
Holder, such that, after giving effect to such additional
shares or the shares beneficially owned by such other
person, such Existing 10% Holder, together with all
affiliates and associates of such Existing 10% Holder, is
the beneficial owner of 20% or more of the shares of
common stock then outstanding. The new Rights are
redeemable under certain circumstances at $.01 per Right
and will expire, unless earlier redeemed, on April 13,
2007.
The description and terms of the new Rights are
set forth in the 1997 Rights Agreement, a copy of which
is filed herewith and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits:
4.1 Form of Rights Agreement, dated as of February
23, 1997, between Scientific-Atlanta, Inc. and
The Bank of New York, as Rights Agent, which
includes as Exhibit A the Preferences and
Rights of the Series A Junior Participating
Preferred Stock and as Exhibit B the form of
Rights Certificate.
99.1 Press Release, dated February 25, 1997.
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.
By: /s/ William E. Eason, Jr.
Name: William E. Eason, Jr.
Title: Senior Vice President,
General Counsel and
Corporate Secretary
Date: April 2, 1997
EXHIBIT INDEX
Exhibit Description Page
4.1 Form of Rights Agreement, dated as of
February 23, 1997, between Scientific-
Atlanta, Inc. and The Bank of New York,
as Rights Agent, which includes as
Exhibit A the Preferences and Rights of
Series A Junior Participating Preferred
Stock and as Exhibit B the Form of
Rights Certificate.
99.1 Press Release, dated February 25, 1997.