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.: |
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| (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 |