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As filed with the Securities and Exchange Commission on June 29, 2001
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LUCENT TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 22-3408857
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
600 Mountain Avenue
Murray Hill, New Jersey 07920
(Address of Principal Executive Offices) (Zip Code)
LUCENT TECHNOLOGIES INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
(Full title of Plan)
Please send copies of all communications to:
RICHARD J. RAWSON
Senior Vice President, General Counsel and Secretary
600 Mountain Avenue
Murray Hill, N.J. 07974
(908) 582-8500
(Name, address, telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered (1) registered Offering price per share (2) aggregate offering price Registration fee
-------------------- ------------ ---------------------------- ------------------------ ----------------
Common Stock, par 250,000,000 $5.83 $1,457,500,000 $364,375
value $0.01 per share,
and related Preferred
Stock Purchase
Rights (3)
(1) In addition, this registration statement also relates to such
indeterminate number of additional shares of Common Stock of Lucent
Technologies Inc. ("Lucent") as may be issuable as a result of stock
splits, stock dividends or similar transactions, as described in the
plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (c) and (h) of the Securities Act of 1933, as
amended (the "Securities Act"), and based on the average of the high
and low prices of the Common Stock of Lucent as reported on the New
York Stock Exchange on June 26, 2001.
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(3) No separate consideration will be received for the Rights, which
initially will trade together with the Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Lucent with the Securities
and Exchange Commission (the "Commission") and are incorporated herein by
reference (File No. 001-11639):
(1) Amended Annual Report on Form 10-K/A for the fiscal year ended
September 30, 2000, filed on June 13, 2001.
(2) Amended Quarterly Report on Form 10-Q/A for the three months ended
December 31, 2000, filed on June 13, 2001.
(3) Quarterly Report on Form 10-Q for the three months ended March 31,
2001.
(4) Current Reports on Form 8-K filed on October 12, 2000, October 24,
2000, November 15, 2000, November 21, 2000, December 22, 2000 and
February 27, 2001, respectively.
(5) The "Description of Capital Stock" contained in Lucent's
Registration Statement on Form 10 filed with the Commission on
February 26, 1996, as amended by Amendment No. 1 thereto filed on
Form 10/A on March 12, 1996, Amendment No. 2 thereto filed on Form
10/A on March 22, 1996, and Amendment No. 3 thereto filed on form
10/A on April 1, 1996, and any other amendments or reports filed
for the purpose of updating such description.
All documents filed subsequent to the date hereof by Lucent with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") and prior to the filing of a post-effective
amendment hereto which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and made a part hereof from their
respective dates of filing (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents"); provided, however,
that the documents enumerated above or subsequently filed by Lucent pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during
which the offering made hereby is in effect prior to the filing with the
Commission of Lucent's Annual Report on Form 10-K covering such year shall not
be Incorporated Documents or be incorporated by reference herein or be a part
hereof from and after the filing of such Annual Report on Form 10-K; and
provided further, that any report or reports furnished subsequent to the date
hereof under Item 9 of Form 8-K shall not be Incorporated Documents. The
financial statements and management's discussion and analysis of results of
operations and financial condition in Lucent's Amended Quarterly Report on Form
10-Q/A for the three months ended December 31, 2000 do not reflect the
reclassification of Agere Systems Inc. and the power systems business as
discontinued operations.
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
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ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTEREST OF NAMED EXPERTS OF COUNSEL
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Lucent's certificate of incorporation provides that none of Lucent's
directors will be personally liable to Lucent or its stockholders for monetary
damages for breach of fiduciary duty as a director, except, if required by the
Delaware General Corporation Law ("DGCL"), as amended from time to time, for
liability: (i) for any breach of the director's duty of loyalty to Lucent or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174 of
the DGCL, which concerns unlawful payments of dividends, stock repurchases or
redemptions; or (iv) for any transaction from which the director derived an
improper personal benefit. Neither the amendment nor repeal of such provision
will eliminate or reduce the effect of such provision in respect of any matter
occurring, or any cause of action, suit or claim that, but for such provision,
would accrue or arise prior to such amendment or repeal.
While Lucent's certificate of incorporation provides directors with
protection from awards for monetary damages for breach of their duty of care, it
does not eliminate such duty. Accordingly, the certificate of incorporation will
have no effect on the availability of equitable remedies such as an injunction
or rescission based on a director's breach of his or her duty of care.
Lucent's certificate of incorporation provides that each person who was
or is made a party or is threatened to be made a party to or is involved in any
action suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person, or person of whom such
person is the legal representative, is or was a director or officer of Lucent or
is or was serving at Lucent's request as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is the alleged action of such person in an official
capacity as a director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, will be indemnified and
held harmless by Lucent to the fullest extent authorized by the DGCL, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits Lucent to provide broader
indemnification rights than said law permitted Lucent to provide prior to such
amendment), against all expense, liability and loss reasonably incurred or
suffered by such person in connection therewith. Such right to indemnification
includes the right to have Lucent pay the expenses incurred in defending any
such proceeding in advance of its final disposition, subject to the provisions
of the DGCL. Such rights are not exclusive of any other right which any person
may have or thereafter acquire under any statute, provision of the certificate
of incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise. No repeal or modification of such provision will in any
way diminish or adversely affect the rights of any director, officer, employee
or agent of Lucent thereunder in respect of any occurrence or matter arising
prior to any such repeal or modification. Lucent's certificate of incorporation
also specifically authorizes Lucent to maintain insurance and to grant similar
indemnification rights to Lucent's employees or agents. The directors and
officers of Lucent are covered by insurance policies indemnifying them against
certain liabilities, including certain liabilities arising under the Securities
Act, which might be incurred by them in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
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ITEM 8. EXHIBITS
The following exhibits are filed with this registration statement:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
4.1 Provisions of the Certificate of Incorporation of
Lucent, as amended effective February 16, 2000,
that define the rights of security holders of
Lucent (incorporated by reference to Lucent's
Registration Statement (No. 333-31400) on Form
S-4).
4.2 Rights Agreement between Lucent and The Bank of New
York (successor to First Chicago Trust Company of
New York), as rights agent, dated as of April 4,
1996 (incorporated by reference to Exhibit 4.2 to
Registration Statement (No. 333-00703) on Form
S-1).
4.3 Amendment to Rights Agreement between Lucent and
The Bank of New York (successor to First Chicago
Trust Company of New York), dated as of February
18, 1998 (incorporated by reference to Exhibit
(10)(i)(5) to Lucent's Annual Report on Form 10-K
for the period ended September 30, 1998).
5.1 Opinion of Richard J. Rawson, Senior Vice
President, General Counsel and Secretary of Lucent,
as to the legality of the securities to be issued.
23.1 Consent of Richard J. Rawson is included in the
opinion filed as Exhibit 5.1 hereto.
23.2 Consent of Independent Accountants
24.1 Powers of Attorney executed by officers and
directors who signed this 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:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
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amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) 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;
Provided, however, that paragraphs 1(i) and 1(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for 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 Section 15(d) of the
Exchange Act (and each filing of a Plan's annual report pursuant to Section
15(d) of the Exchange Act) 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 the time shall
be deemed to be the initial bona fide offering thereof.
(c) 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 Commission such
indemnification is against public policy as expressed in the Securities 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 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 Securities Act and will be governed by the final
adjudication of such issues.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Murray Hill, New Jersey on June 28, 2001.
LUCENT TECHNOLOGIES INC.
By: /s/ Mark R. White
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Name: Mark R. White
Title: Senior Vice President and
Controller
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated.
SIGNATURE TITLE DATE
Principal Executive Officer:
* Chairman of the Board and
------------------------------ Chief Executive Officer June 28, 2001
Henry B. Schacht
Principal Financial Officer:
/s/ Frank A. D'Amelio Chief Financial Officer June 28, 2001
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Frank A. D'Amelio
Principal Accounting Officer:
/s/ Mark R. White Controller June 28, 2001
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Mark R. White
Directors:
* Chairman of the Board of Directors June 28, 2001
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Henry B. Schacht
Director June 28, 2001
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Paul A. Allaire
* Director June 28, 2001
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Betsy S. Atkins
* Director June 28, 2001
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Carla A. Hills
Director June 28, 2001
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Franklin A. Thomas
* Director June 28, 2001
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John A. Young
* by Michael J. Holliday, Attorney-In-Fact
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EXHIBIT INDEX
EXHIBIT NO. NAME OF DOCUMENT
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4.1 Provisions of the Certificate of Incorporation of
Lucent, as amended effective February 16, 2000, that
define the rights of security holders of Lucent
(incorporated by reference to the registrant's
Registration Statement (No. 333-31400) on Form S-4).
4.2 Rights Agreement between Lucent and The Bank of New York
(successor to First Chicago Trust Company of New York),
as rights agent, dated as of April 4, 1996 (incorporated
by reference to Exhibit 4.2 to Registration Statement
(No. 333-00703) on Form S-1).
4.3 Amendment to Rights Agreement between Lucent and The
Bank of New York (successor to First Chicago Trust
Company of New York), dated as of February 18, 1998
(incorporated by reference to Exhibit (10)(i)(5) to
Lucent's Annual Report on Form 10-K for the period ended
September 30, 1998).
5.1 Opinion of Richard J. Rawson, Senior Vice President,
General Counsel and Secretary of Lucent, as to the
legality of the securities to be issued.
23.1 Consent of Richard J. Rawson is included in the opinion
filed as Exhibit 5.1 hereto.
23.2 Consent of Independent Accountants
24.1 Powers of Attorney executed by officers and directors
who signed this registration statement.
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