<PAGE>   1
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1994
                                                  REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
 
                            SCIENTIFIC-ATLANTA, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                                <C>
                    GEORGIA                                          58-0612397
        (STATE OR OTHER JURISDICTION OF                   (IRS EMPLOYER IDENTIFICATION NO.)
        INCORPORATION OR ORGANIZATION)
         ONE TECHNOLOGY PARKWAY, SOUTH                                  30092
               NORCROSS, GEORGIA                                     (ZIP CODE)
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
 
                             RESTRICTED STOCK AWARD
                          GRANTED TO JAMES F. MCDONALD
                            (FULL TITLE OF THE PLAN)
 
<TABLE>
<S>                                                <C>
                         PLEASE ADDRESS A COPY OF ALL COMMUNICATIONS TO:
               JAMES F. MCDONALD                                WILLIAM E. EASON, JR.
            CHIEF EXECUTIVE OFFICER                           SCIENTIFIC-ATLANTA, INC.
           SCIENTIFIC-ATLANTA, INC.                         ONE TECHNOLOGY PARKWAY, SOUTH
         ONE TECHNOLOGY PARKWAY, SOUTH                         NORCROSS, GEORGIA 30092
            NORCROSS, GEORGIA 30092                           TELEPHONE: (404) 903-9500
    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                (404) 903-5000
  (TELEPHONE NUMBER, INCLUDING AREA CODE, OF
               AGENT FOR SERVICE)
</TABLE>
 
                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                <C>             <C>             <C>             <C>
- --------------------------------------------------------------------------------
                                                       PROPOSED        PROPOSED
                                                       MAXIMUM         MAXIMUM
                                        AMOUNT         OFFERING       AGGREGATE       AMOUNT OF
        TITLE OF SECURITIES             TO BE           PRICE          OFFERING      REGISTRATION
         TO BE REGISTERED             REGISTERED     PER SHARE(1)       PRICE            FEE
</TABLE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                <C>             <C>             <C>             <C>
Common Stock,
  Par Value $0.50 Per Share........  50,000 shares      $28.56        $1,428,000         $493
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1) Calculated pursuant to Rule 457(c), based on the average of the high and low
    sale prices ($28.56 per share) of the Common Stock of the Registrant on the
    New York Stock Exchange on February 23, 1994.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
                                     PART I
 
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
 
ITEM 1.  PLAN INFORMATION*
 
ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
 
     * Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from the registration statement in accordance with
       Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
       S-8.
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
 
     The following documents are incorporated herein by reference:
 
          (a) The Registrant's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");
 
          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the Registrant's
     annual report referred to in (a) above; and
 
          (c) The description of the Registrant's common stock, par value $.50,
     which is contained in its registration statement on Form 10 filed under
     Section 12 of the Exchange Act, and the description of the rights to
     purchase Common Stock, which is contained in its registration statement on
     Form 8-A filed under Section 12 of the Exchange Act, including any
     amendments or reports filed for the purpose of updating such descriptions.
 
     All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
 
ITEM 4.  DESCRIPTION OF SECURITIES
 
     Not applicable.
 
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     Not applicable.
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Sections 14-2-850 through 14-2-859 of the Georgia Business Corporation Code
provide for the indemnification of officers and directors under certain
circumstances against reasonable expenses incurred in defending against a claim
and authorizes Georgia corporations to indemnify their officers and directors
under certain circumstances against reasonable expenses and liabilities incurred
in legal proceedings involving such persons because of their being or having
been an officer or director. The By-laws of the Registrant provide for
indemnification of its officers and directors to the full extent authorized by
such sections.
 
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
 
     Not applicable.
 
                                        2
<PAGE>   3
 
ITEM 8.  EXHIBITS
 
     The exhibits filed as part of this Registration Statement are as follows:
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                  DESCRIPTION OF EXHIBIT
- ------     ---------------------------------------------------------------------------------
<S>        <C>
   4.1     Resolutions containing terms of restricted stock award
   5       Opinion of Paul, Hastings, Janofsky & Walker as to the legality of the securities
           being registered
  23       Consent of Arthur Andersen & Co., Independent Public Accountants
  24       Power of Attorney authorizing James F. McDonald and Kenneth V. Jaeggi to sign
           amendments to this Registration Statement on behalf of officers and directors of
           the Registrant (contained on Signature Page of Registration Statement)
</TABLE>
 
ITEM 9.  UNDERTAKINGS
 
     (a) The undersigned registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the registration statement or any material change
     to such information in the registration statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
          (4) That, for the purposes of determining any liability under the
     Securities Act of 1933, each filing of the registrant's annual report
     pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
     that is incorporated by reference in the registration statement shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.
 
     (b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
 
                                        3
<PAGE>   4
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Gwinnett County, State of Georgia, on this 25th day of February,
1994.
 
                                          SCIENTIFIC-ATLANTA, INC.
 
                                          By:     /s/ JAMES F. McDONALD
                                              James F. McDonald
                                              Chief Executive Officer
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James F. McDonald and Kenneth V. Jaeggi, jointly
and severally, his attorneys-in-fact, each with power of substitution for him in
any and all capacities, to sign any amendments to this Registration Statement,
and to file the same, with the exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
 
<TABLE>
<CAPTION>
                       SIGNATURE                           TITLE                    DATE
               -------------------------          -----------------------   ---------------------
<C>                                               <S>                         <C>
                 /s/ JAMES F. McDONALD            Chief Executive Officer       February 25, 1994
               James F. McDonald                  and Director (Principal
                                                  Executive Officer)

                  /s/ KENNETH V. JAEGGI           Senior Vice President --      February 25, 1994
               Kenneth V. Jaeggi                  Finance and Treasurer
                                                  (Principal Financial
                                                  Officer)
                  /s/ JULIAN W. EIDSON            Vice President and            February 25, 1994
               Julian W. Eidson                   Controller (Principal
                                                  Accounting Officer)

                                                  Director
              Marion H. Antonini

                    /s/ MYLLE H. BELLE            Director                      February 25, 1994
                Mylle H. Belle
                                                  Director
              William E. Kassling

</TABLE>
 
                                        4
<PAGE>   5
 
<TABLE>
<CAPTION>
                   SIGNATURE                                TITLE                    DATE
- -----------------------------------------------   -------------------------
<S>                                               <C>                         <C>
                    /s/ WILBUR B. KING            Director                      February 25, 1994
                Wilbur B. King
                                                  Director
              Alonzo L. McDonald

                /s/ DAVID J. McLAUGHLIN           Director                      February 25, 1994
              David J. McLaughlin

                    /s/ JAMES V. NAPIER           Director                      February 25, 1994
                James V. Napier

                      /s/ SIDNEY TOPOL            Director                      February 25, 1994
                 Sidney Topol
</TABLE>
 
                                        5
<PAGE>   6
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
                                                                                 SEQUENTIALLY
                                                                                   NUMBERED
EXHIBITS                                DESCRIPTION                                  PAGE
- --------     ----------------------------------------------------------------------------------
<S>          <C>                                                               <C>
   4.1       Resolutions containing terms of restricted stock award............
   5.        Opinion of Paul, Hastings, Janofsky & Walker as to the legality of
             the securities being registered...................................
  23.        Consent of Arthur Andersen & Co., Independent Public
             Accountants.......................................................
  24.        Power of Attorney authorizing James F. McDonald and Kenneth V.
             Jaeggi to sign amendments to this Registration Statement on behalf
             of officers and directors of the Registrant (contained on
             Signature Page of Registration Statement).........................
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15537}]
{"company-data": {"conformed-name": "SCIENTIFIC ATLANTA INC", "cik": "0000087777", "assigned-sic": "3663", "irs-number": "580612397", "state-of-incorporation": "GA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52417", "film-number": "94513425"}, "business-address": {"street1": "ONE TECHNOLOGY PKWY SOUTH", "street2": "BOX 105600", "city": "NORCROSS", "state": "GA", "zip": "30092", "phone": "4049035000"}, "former-company": {"former-conformed-name": "SCIENTIFIC ASSOCIATES INC", "date-changed": "19671024"}}
1
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1994
                                                  REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
 
                            SCIENTIFIC-ATLANTA, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA                                          58-0612397
        (STATE OR OTHER JURISDICTION OF                   (IRS EMPLOYER IDENTIFICATION NO.)
        INCORPORATION OR ORGANIZATION)
         ONE TECHNOLOGY PARKWAY, SOUTH                                  30092
               NORCROSS, GEORGIA                                     (ZIP CODE)
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
RESTRICTED STOCK AWARD
                          GRANTED TO JAMES F. MCDONALD
                            (FULL TITLE OF THE PLAN)
PLEASE ADDRESS A COPY OF ALL COMMUNICATIONS TO:
               JAMES F. MCDONALD                                WILLIAM E. EASON, JR.
            CHIEF EXECUTIVE OFFICER                           SCIENTIFIC-ATLANTA, INC.
           SCIENTIFIC-ATLANTA, INC.                         ONE TECHNOLOGY PARKWAY, SOUTH
         ONE TECHNOLOGY PARKWAY, SOUTH                         NORCROSS, GEORGIA 30092
            NORCROSS, GEORGIA 30092                           TELEPHONE: (404) 903-9500
    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                (404) 903-5000
  (TELEPHONE NUMBER, INCLUDING AREA CODE, OF
               AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                                       PROPOSED        PROPOSED
                                                       MAXIMUM         MAXIMUM
                                        AMOUNT         OFFERING       AGGREGATE       AMOUNT OF
        TITLE OF SECURITIES             TO BE           PRICE          OFFERING      REGISTRATION
         TO BE REGISTERED             REGISTERED     PER SHARE(1)       PRICE            FEE
- --------------------------------------------------------------------------------
Common Stock,
  Par Value $0.50 Per Share........  50,000 shares      $28.56        $1,428,000         $493
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1) Calculated pursuant to Rule 457(c), based on the average of the high and low
    sale prices ($28.56 per share) of the Common Stock of the Registrant on the
    New York Stock Exchange on February 23, 1994.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
 
                                     PART I
 
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
 
ITEM 1.  PLAN INFORMATION*
 
ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
 
     * Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from the registration statement in accordance with
       Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
       S-8.
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
 
     The following documents are incorporated herein by reference:
 
          (a) The Registrant's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");
 
          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the Registrant's
     annual report referred to in (a) above; and
 
          (c) The description of the Registrant's common stock, par value $.50,
     which is contained in its registration statement on Form 10 filed under
     Section 12 of the Exchange Act, and the description of the rights to
     purchase Common Stock, which is contained in its registration statement on
     Form 8-A filed under Section 12 of the Exchange Act, including any
     amendments or reports filed for the purpose of updating such descriptions.
 
     All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
 
ITEM 4.  DESCRIPTION OF SECURITIES
 
     Not applicable.
 
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     Not applicable.
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Sections 14-2-850 through 14-2-859 of the Georgia Business Corporation Code
provide for the indemnification of officers and directors under certain
circumstances against reasonable expenses incurred in defending against a claim
and authorizes Georgia corporations to indemnify their officers and directors
under certain circumstances against reasonable expenses and liabilities incurred
in legal proceedings involving such persons because of their being or having
been an officer or director. The By-laws of the Registrant provide for
indemnification of its officers and directors to the full extent authorized by
such sections.
 
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
 
     Not applicable.
 
                                        2
3
 
ITEM 8.  EXHIBITS
 
     The exhibits filed as part of this Registration Statement are as follows:
EXHIBIT
NUMBER                                  DESCRIPTION OF EXHIBIT
- ------     ---------------------------------------------------------------------------------
4.1     Resolutions containing terms of restricted stock award
   5       Opinion of Paul, Hastings, Janofsky & Walker as to the legality of the securities
           being registered
  23       Consent of Arthur Andersen & Co., Independent Public Accountants
  24       Power of Attorney authorizing James F. McDonald and Kenneth V. Jaeggi to sign
           amendments to this Registration Statement on behalf of officers and directors of
           the Registrant (contained on Signature Page of Registration Statement)
ITEM 9.  UNDERTAKINGS
 
     (a) The undersigned registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the registration statement or any material change
     to such information in the registration statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
          (4) That, for the purposes of determining any liability under the
     Securities Act of 1933, each filing of the registrant's annual report
     pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
     that is incorporated by reference in the registration statement shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.
 
     (b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
 
                                        3
4
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Gwinnett County, State of Georgia, on this 25th day of February,
1994.
 
                                          SCIENTIFIC-ATLANTA, INC.
 
                                          By:     /s/ JAMES F. McDONALD
                                              James F. McDonald
                                              Chief Executive Officer
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James F. McDonald and Kenneth V. Jaeggi, jointly
and severally, his attorneys-in-fact, each with power of substitution for him in
any and all capacities, to sign any amendments to this Registration Statement,
and to file the same, with the exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE                           TITLE                    DATE
               -------------------------          -----------------------   ---------------------
/s/ JAMES F. McDONALD            Chief Executive Officer       February 25, 1994
               James F. McDonald                  and Director (Principal
                                                  Executive Officer)

                  /s/ KENNETH V. JAEGGI           Senior Vice President --      February 25, 1994
               Kenneth V. Jaeggi                  Finance and Treasurer
                                                  (Principal Financial
                                                  Officer)
                  /s/ JULIAN W. EIDSON            Vice President and            February 25, 1994
               Julian W. Eidson                   Controller (Principal
                                                  Accounting Officer)

                                                  Director
              Marion H. Antonini

                    /s/ MYLLE H. BELLE            Director                      February 25, 1994
                Mylle H. Belle
                                                  Director
              William E. Kassling
4
5
SIGNATURE                                TITLE                    DATE
- -----------------------------------------------   -------------------------
/s/ WILBUR B. KING            Director                      February 25, 1994
                Wilbur B. King
                                                  Director
              Alonzo L. McDonald

                /s/ DAVID J. McLAUGHLIN           Director                      February 25, 1994
              David J. McLaughlin

                    /s/ JAMES V. NAPIER           Director                      February 25, 1994
                James V. Napier

                      /s/ SIDNEY TOPOL            Director                      February 25, 1994
                 Sidney Topol
5
6
 
                                 EXHIBIT INDEX
SEQUENTIALLY
                                                                                   NUMBERED
EXHIBITS                                DESCRIPTION                                  PAGE
- --------     ----------------------------------------------------------------------------------
4.1       Resolutions containing terms of restricted stock award............
   5.        Opinion of Paul, Hastings, Janofsky & Walker as to the legality of
             the securities being registered...................................
  23.        Consent of Arthur Andersen & Co., Independent Public
             Accountants.......................................................
  24.        Power of Attorney authorizing James F. McDonald and Kenneth V.
             Jaeggi to sign amendments to this Registration Statement on behalf
             of officers and directors of the Registrant (contained on
             Signature Page of Registration Statement).........................