8-K

UNITED STATES

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

Date of Report (Date of earliest event reported): February 2, 2006

SCIENTIFIC-ATLANTA, INC.

(Exact name of registrant as specified in its charter)

Georgia	1-5517	58-0612397
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5030 Sugarloaf Parkway, Lawrenceville, Georgia 30044

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (770) 236-5000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8—Other Events

Item 8.01. Other Events.

Scientific-Atlanta, Inc. (“Scientific-Atlanta”) announced that at a special meeting of shareholders held on February 2, 2006 in Atlanta, Georgia, Scientific-Atlanta shareholders approved the agreement whereby Cisco Systems, Inc. will acquire Scientific-Atlanta.

A copy of the press release issued by Scientific-Atlanta on February 2, 2006 making the announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9—Financial Statement and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release issued by Scientific-Atlanta, Inc., dated February 2, 2006.

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.

Date: February 2, 2006	SCIENTIFIC-ATLANTA, INC.
	By:	/s/ Julian W. Eidson
	Name:	Julian W. Eidson
	Title:	Senior Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by Scientific-Atlanta, Inc., dated February 2, 2006.

EX-99.1

EXHIBIT 99.1

Release Date: February 2, 2006

Scientific-Atlanta Shareholders Approve Acquisition by Cisco Systems

Atlanta, GA – February 2, 2006. Scientific-Atlanta, Inc. (NYSE:SFA) today announced that its shareholders approved the company’s acquisition by Cisco Systems, Inc. at a special meeting held this morning. Shareholders will receive $43.00 in cash for each Scientific-Atlanta share they own following the closing of the transaction.

Scientific-Atlanta and Cisco previously announced that the waiting period for U.S. antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 was terminated on December 30, 2005. The transaction remains subject to regulatory approval by competition authorities in various jurisdictions outside the United States. The companies continue to expect to consummate the acquisition in the first quarter of calendar year 2006.

About Scientific-Atlanta

Scientific-Atlanta, Inc. (NYSE: SFA - http://www.scientificatlanta.com) is a leading supplier of digital content distribution systems, transmission networks for broadband access to the home, digital interactive set-tops and subscriber systems designed for video, high-speed Internet and voice over IP (VoIP) networks, and worldwide customer service and support.

“Forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, may be included in this news release. A variety of factors could cause Scientific-Atlanta’s actual results to differ from the anticipated results expressed in such forward-looking statements. Investors are referred to Scientific-Atlanta’s Cautionary Statements and Risk Factors (Exhibit 99.1 to the company’s most recent Form 10-Q), which statements are incorporated into this news release by reference.

# # #

For more information contact:
Tom Robey, Investor Relations	770-236-4608 770-236-4775 fax
tom.robey@sciatl.com

Scientific-Atlanta and the Scientific-Atlanta logo are registered trademarks of Scientific-Atlanta, Inc.