<PAGE>
 
    As filed with the Securities and Exchange Commission on March 11, 1997
                                                      Registration No. 333-
================================================================================

                      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        (I.R.S. Employer Identification No.)
  Incorporation or Organization)

    One Technology Parkway, South                       30092
         Norcross, Georgia                           (Zip Code)
(Address of Principal Executive Offices)


              Non-Qualified Stock Option Agreement with Employee
                           (Full Title of the Plan)


   James F. McDonald                           Please address a copy of all 
   Chief Executive Officer                     communications to: 
   Scientific-Atlanta, Inc.                    William E. Eason, Jr., Esq.
   One Technology Parkway, South               Scientific-Atlanta, Inc.   
   Norcross, Georgia 30092                     One Technology Parkway, South
   (Name and Address of Agent For Service)     Norcross, Georgia  30092    
                                               Telephone:  (770) 903-5000 
 
                                (770) 903-5000
         (Telephone Number, Including Area Code, of Agent for Service)

<TABLE>
<CAPTION>

                                CALCULATION OF REGISTRATION FEE
===================================================================================================
                                          Proposed             Proposed
 Title of                                 Maximum              Maximum
Securities           Amount               Offering             Aggregate              Amount of
  to be               to be                 Price              Offering             Registration
Registered          Registered           Per Share(1)           Price                   Fee
---------------------------------------------------------------------------------------------------
<S>                 <C>                   <C>                  <C>                  <C>    
Common
Stock, Par
Value $0.50         125,000 shares        $15.875              $1,984,375            $620.12
Per Share
===================================================================================================
</TABLE>
(1)      Calculated pursuant to Rule 457(h)(1), based on an option exercise
         price of $15-7/8 per share as set forth in the Non-Qualified Stock
         Option Agreement.
<PAGE>
 
                                    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 annual report for the fiscal year ended June
                  28, 1996 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
                  $0.50 per share, 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 de-registers 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

         Mr. Eason, an executive officer of the Registrant, is also a partner at
the law firm of Paul, Hastings, Janofsky & Walker LLP, which firm performs legal
services for the Registrant. Mr. Eason receives a fixed salary from the firm for
work which he performs for clients of the firm other than the Registrant, but
has no interest in the firm's earnings and profits.

                                      -2-
<PAGE>
 
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.

Item 8.  Exhibits

         The exhibits filed as part of this Registration Statement are as
follows:


  Exhibit Number          Description of Exhibit
  --------------          ----------------------

         4                Non-Qualified Stock Option Agreement between
                          Scientific-Atlanta, Inc. and Larry L. Enterline

         5                Opinion of Paul, Hastings, Janofsky & Walker LLP as to
                          the legality of the securities being registered

         23.1             Consent of Arthur Andersen LLP

         23.2             Consent of Paul, Hastings, Janofsky & Walker LLP to
                          the filing and use of their opinion relating to the
                          legality of the securities (contained in opinion filed
                          as Exhibit 5)

         24               Power of Attorney authorizing James F. McDonald and
                          Harvey A. Wagner 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-
<PAGE>
 
              (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.


                                      -4-
<PAGE>
 
                                  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 10th day of 
March, 1997.


                                        SCIENTIFIC-ATLANTA, INC.


                                        By: /s/ James F. McDonald
                                           ------------------------------------

                                           James F. McDonald, President and
                                           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 Harvey A. Wagner,
jointly and severally, his or her attorneys-in-fact, each with power of
substitution for him or her 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.



/s/ James F. McDonald                                   March 10, 1997
--------------------------------------------------      --------------
James F. McDonald, President and Chief                  Date
Executive Officer and Director
(Principal Executive Officer)



/s/ Harvey A. Wagner                                    March 10, 1997
--------------------------------------------------      --------------
Harvey A. Wagner, Senior Vice President - Finance,      Date
Chief Financial Officer and Treasurer
(Principal Financial Officer)



/s/ Julian W. Eidson                                    March 10, 1997
--------------------------------------------------      --------------
Julian W. Eidson                                        Date
Vice President and Controller
(Principal Accounting Officer)


                      [Signatures continued on next page]
<PAGE>
 
                  [Signatures continued from preceding page]


/s/ Marion H. Antonini                                  March 10, 1997
--------------------------------------------------      --------------
Marion H. Antonini                                      Date
Director



/s/ William E. Kassling                                 March 10, 1997
--------------------------------------------------      --------------
William E. Kassling                                     Date
Director



/s/ Wilbur Branch King                                  March 10, 1997
--------------------------------------------------      --------------
Wilbur Branch King                                      Date
Director



/s/ Mylle Bell Mangum                                   March 10, 1997
--------------------------------------------------      --------------
Mylle Bell Mangum                                       Date
Director



/s/ Alonzo L. McDonald                                  March 10, 1997
--------------------------------------------------      --------------
Alonzo L. McDonald                                      Date
Director



/s/ David J. McLaughlin                                 March 10, 1997
--------------------------------------------------      --------------
David J. McLaughlin                                     Date
Director



/s/ James V. Napier                                     March 10, 1997
--------------------------------------------------      --------------
James V. Napier                                         Date
Director



/s/ Sam Nunn                                            March 10, 1997
--------------------------------------------------      --------------
Sam Nunn                                                Date
Director



/s/ Sidney Topol                                        March 10, 1997
--------------------------------------------------      --------------
Sidney Topol                                            Date
Director
<PAGE>
 
                                 EXHIBIT INDEX


Exhibits
--------

    4             Non-Qualified Stock Option Agreement between Scientific-
                  Atlanta, Inc. and Larry L. Enterline
                  
    5             Opinion of Paul, Hastings, Janofsky & Walker LLP as to the
                  legality of the securities being registered

  23.1            Consent of Arthur Andersen LLP

  23.2            Consent of Paul, Hastings, Janofsky & Walker LLP to the filing
                  and use of their opinion relating to the legality of the
                  securities (contained in opinion filed as Exhibit 5)

   24             Power of Attorney authorizing James F. McDonald and Harvey A.
                  Wagner to sign amendments to this Registration Statement on
                  behalf of officers and directors of the Registrant (contained
                  on Signature Page of Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16627}]
{"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": "333-23083", "film-number": "97554309"}, "business-address": {"street1": "ONE TECHNOLOGY PKWY S", "city": "NORCROSS", "state": "GA", "zip": "30092-2967", "phone": "7709035000"}, "mail-address": {"street1": "ONE TECHNOLOGY PKWY S", "city": "NORCROSS", "state": "GA", "zip": "30092-2967"}, "former-company": {"former-conformed-name": "SCIENTIFIC ASSOCIATES INC", "date-changed": "19671024"}}
As filed with the Securities and Exchange Commission on March 11, 1997
                                                      Registration No. 333-
================================================================================

                      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        (I.R.S. Employer Identification No.)
  Incorporation or Organization)

    One Technology Parkway, South                       30092
         Norcross, Georgia                           (Zip Code)
(Address of Principal Executive Offices)

              Non-Qualified Stock Option Agreement with Employee
                           (Full Title of the Plan)

   James F. McDonald                           Please address a copy of all 
   Chief Executive Officer                     communications to: 
   Scientific-Atlanta, Inc.                    William E. Eason, Jr., Esq.
   One Technology Parkway, South               Scientific-Atlanta, Inc.   
   Norcross, Georgia 30092                     One Technology Parkway, South
   (Name and Address of Agent For Service)     Norcross, Georgia  30092    
                                               Telephone:  (770) 903-5000 
 
                                (770) 903-5000
         (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
===================================================================================================
                                          Proposed             Proposed
 Title of                                 Maximum              Maximum
Securities           Amount               Offering             Aggregate              Amount of
  to be               to be                 Price              Offering             Registration
Registered          Registered           Per Share(1)           Price                   Fee
---------------------------------------------------------------------------------------------------
Common
Stock, Par
Value $0.50         125,000 shares        $15.875              $1,984,375            $620.12
Per Share
===================================================================================================
(1)      Calculated pursuant to Rule 457(h)(1), based on an option exercise
         price of $15-7/8 per share as set forth in the Non-Qualified Stock
         Option Agreement.
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 annual report for the fiscal year ended June
                  28, 1996 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
                  $0.50 per share, 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 de-registers 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

         Mr. Eason, an executive officer of the Registrant, is also a partner at
the law firm of Paul, Hastings, Janofsky & Walker LLP, which firm performs legal
services for the Registrant. Mr. Eason receives a fixed salary from the firm for
work which he performs for clients of the firm other than the Registrant, but
has no interest in the firm's earnings and profits.

                                      -2-
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.

Item 8.  Exhibits

         The exhibits filed as part of this Registration Statement are as
follows:

  Exhibit Number          Description of Exhibit
  --------------          ----------------------

         4                Non-Qualified Stock Option Agreement between
                          Scientific-Atlanta, Inc. and Larry L. Enterline

         5                Opinion of Paul, Hastings, Janofsky & Walker LLP as to
                          the legality of the securities being registered

         23.1             Consent of Arthur Andersen LLP

         23.2             Consent of Paul, Hastings, Janofsky & Walker LLP to
                          the filing and use of their opinion relating to the
                          legality of the securities (contained in opinion filed
                          as Exhibit 5)

         24               Power of Attorney authorizing James F. McDonald and
                          Harvey A. Wagner 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-
(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.

                                      -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 10th day of 
March, 1997.

                                        SCIENTIFIC-ATLANTA, INC.

                                        By: /s/ James F. McDonald
                                           ------------------------------------

                                           James F. McDonald, President and
                                           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 Harvey A. Wagner,
jointly and severally, his or her attorneys-in-fact, each with power of
substitution for him or her 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.

/s/ James F. McDonald                                   March 10, 1997
--------------------------------------------------      --------------
James F. McDonald, President and Chief                  Date
Executive Officer and Director
(Principal Executive Officer)

/s/ Harvey A. Wagner                                    March 10, 1997
--------------------------------------------------      --------------
Harvey A. Wagner, Senior Vice President - Finance,      Date
Chief Financial Officer and Treasurer
(Principal Financial Officer)

/s/ Julian W. Eidson                                    March 10, 1997
--------------------------------------------------      --------------
Julian W. Eidson                                        Date
Vice President and Controller
(Principal Accounting Officer)

                      [Signatures continued on next page]
[Signatures continued from preceding page]

/s/ Marion H. Antonini                                  March 10, 1997
--------------------------------------------------      --------------
Marion H. Antonini                                      Date
Director

/s/ William E. Kassling                                 March 10, 1997
--------------------------------------------------      --------------
William E. Kassling                                     Date
Director

/s/ Wilbur Branch King                                  March 10, 1997
--------------------------------------------------      --------------
Wilbur Branch King                                      Date
Director

/s/ Mylle Bell Mangum                                   March 10, 1997
--------------------------------------------------      --------------
Mylle Bell Mangum                                       Date
Director

/s/ Alonzo L. McDonald                                  March 10, 1997
--------------------------------------------------      --------------
Alonzo L. McDonald                                      Date
Director

/s/ David J. McLaughlin                                 March 10, 1997
--------------------------------------------------      --------------
David J. McLaughlin                                     Date
Director

/s/ James V. Napier                                     March 10, 1997
--------------------------------------------------      --------------
James V. Napier                                         Date
Director

/s/ Sam Nunn                                            March 10, 1997
--------------------------------------------------      --------------
Sam Nunn                                                Date
Director

/s/ Sidney Topol                                        March 10, 1997
--------------------------------------------------      --------------
Sidney Topol                                            Date
Director
EXHIBIT INDEX

Exhibits
--------

    4             Non-Qualified Stock Option Agreement between Scientific-
                  Atlanta, Inc. and Larry L. Enterline
                  
    5             Opinion of Paul, Hastings, Janofsky & Walker LLP as to the
                  legality of the securities being registered

  23.1            Consent of Arthur Andersen LLP

  23.2            Consent of Paul, Hastings, Janofsky & Walker LLP to the filing
                  and use of their opinion relating to the legality of the
                  securities (contained in opinion filed as Exhibit 5)

   24             Power of Attorney authorizing James F. McDonald and Harvey A.
                  Wagner to sign amendments to this Registration Statement on
                  behalf of officers and directors of the Registrant (contained
                  on Signature Page of Registration Statement)