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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 2, 2006
LUCENT TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Delaware 1-11639 22-3408857
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification Number)
incorporation)
600 Mountain Avenue, Murray Hill, 07974
New Jersey
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: 908-582-8500
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)
|X| 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 2, 2006, Lucent Technologies Inc., a Delaware corporation ("Lucent"),
Alcatel, a French societe anonyme ("Alcatel"), and Aura Merger Sub, Inc., a
wholly owned subsidiary of Alcatel ("Aura Merger Sub"), entered into an
Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Lucent
and Alcatel will combine their businesses through a merger of Lucent and Aura
Merger Sub (the "Merger").
The completion of the Merger is subject to various closing conditions, including
obtaining the approval of Lucent and Alcatel shareholders, receiving antitrust
and other regulatory approvals or decisions (including under the
Hart-Scott-Rodino Antitrust Improvements Act and by the European Commission and
the Committee on Foreign Investment in the United States), and maintaining
within prescribed levels the fair market value of the assets under certain of
Lucent's pension plans. The Merger is intended to qualify as a reorganization
for federal income tax purposes.
At the effective time of the Merger (the "Effective Time"), by virtue of the
Merger and without any action on the part of the holder of any shares of the
capital stock of Lucent, each share of common stock of Lucent issued and
outstanding immediately prior to the Effective Time will be converted into a
right to receive 0.1952 (the "Exchange Ratio") of an American Depository Share
of Alcatel (each, an "ADS"), with each Alcatel ADS representing one ordinary
share, nominal value (euro)2.00 per share, of Alcatel.
In the Merger, each option to purchase shares of Lucent common stock granted
under employee and director stock plans of Lucent that is outstanding as of
immediately prior to the Effective Time, whether vested or unvested, shall be
converted into a right to acquire Alcatel ordinary shares, on the same terms and
conditions as were applicable to such option prior to the Effective Time,
provided that the number of Alcatel ordinary shares receivable and the exercise
price of the option shall be adjusted to reflect the Exchange Ratio. All other
Lucent equity-based awards and accounts outstanding as of the Effective Time
will remain in effect but will be denominated in Alcatel ordinary shares or
Alcatel ADSs, with the applicable adjustments to reflect the Exchange Ratio.
Promptly following the Effective Time, Alcatel's name will be changed to a name
mutually agreed by the parties prior to the Effective Time, which name shall not
be solely "Alcatel" or "Lucent." In addition, Alcatel's Board of Directors will
cause the Chief Executive Officer of Lucent to be appointed as Chief Executive
Officer of the combined company, and cause the Chief Executive Officer of
Alcatel to be appointed as the non-executive Chairman of the Board of Directors
of the combined company, in each case, effective as of the Effective Time.
If the Merger Agreement is terminated under certain circumstances specified in
the Merger Agreement, Lucent or Alcatel will be required to pay the other a
termination fee of $250,000,000 (and, in some cases, $500,000,000) depending on
the circumstances giving rise to the termination.
The Boards of Directors of Alcatel and Lucent have approved the Merger and the
Merger Agreement.
The foregoing description of the Merger Agreement is qualified in its entirety
by reference to the full text of the Merger Agreement, which is attached to this
Report as Exhibit 2.1 and incorporated herein by reference. The Merger Agreement
has been attached to provide investors with information regarding its terms. It
is not intended to provide any other factual information about Alcatel or
Lucent. In particular, the assertions embodied in the representations and
warranties contained in the Merger Agreement are qualified by information in
confidential disclosure schedules provided by Alcatel and
Lucent to each other in connection with the signing of the Merger Agreement.
These disclosure schedules contain information that modifies, qualifies and
creates exceptions to the representations and warranties set forth in the Merger
Agreement. Moreover, certain representations and warranties in the Merger
Agreement were used for the purpose of allocating risk between Alcatel and
Lucent rather than establishing matters as facts. Accordingly, you should not
rely on the representations and warranties in the Merger Agreement as
characterizations of the actual state of facts about Alcatel or Lucent.
ITEM 8.01. OTHER EVENTS.
On April 2, 2006, Lucent issued a press release announcing that it entered into
the Merger Agreement. The full text of the press release is furnished as Exhibit
99.1 to this Report and is incorporated herein by reference. In addition, on
April 2, 2006, Lucent provided communications to its senior management, its
employees and certain other individuals announcing that it had entered into the
Merger Agreement and explaining some of the reasons for entering into the
Agreement. In addition, on April 3, 2006, Lucent issued a press release
announcing that as part of its merger plans with Alcatel it will establish a
separate subsidiary to perform research and development work for the U.S.
government that is of a sensitive nature. The full text of these communications
are furnished as Exhibits 99.2, 99.3, 99.4 and 99.5, respectively, to this
Report and are incorporated herein by reference. Lucent also posted on its
website a fact sheet regarding the transaction. This fact sheet is furnished as
Exhibit 99.6 to this Report and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of April 2, 2006, between
and among Lucent Technologies Inc., Alcatel and Aura Merger Sub,
Inc. (1)
99.1 Press Release issued jointly by Lucent Technologies Inc. and
Alcatel, dated April 2, 2006
99.2 Communication from Lucent to Senior Management, dated April 2,
2006
99.3 Communication from Lucent to Employees, dated April 2, 2006
99.4 Communication from Lucent to Certain Other Individuals, dated
April 2, 2006
99.5 Press Release issued by Lucent Technologies Inc., dated April 3,
2006
99.6 Fact Sheet Regarding the Merger
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(1) Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. Lucent Technologies Inc. hereby undertakes to furnish
supplementally copies of any of the omitted schedules and exhibits upon
request by the Securities and Exchange Commission.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed transaction, Alcatel and Lucent intend to file
relevant materials with the Securities and Exchange Commission (the "SEC"),
including the filing by Alcatel with the SEC of a Registration Statement on Form
F-6 and a Registration Statement on Form F-4 (collectively, the "Registration
Statements"), which will include a preliminary prospectus and related materials
to register the Alcatel American Depositary Shares ("ADS"), as well as the
Alcatel ordinary shares underlying such Alcatel ADSs, to be issued in exchange
for Lucent common shares, and Lucent and Alcatel plan to file with the SEC and
mail to their respective stockholders an Proxy Statement/Prospectus relating to
the proposed transaction. The Registration Statements and the Proxy
Statement/Prospectus will contain important information about Lucent, Alcatel,
the transaction and related matters. Investors and security holders are urged to
read the Registration Statements and the Proxy Statement/Prospectus carefully
when they are available. Investors and security holders will be able to obtain
free copies of the Registration Statements and the Proxy Statement/Prospectus
and other documents filed with the SEC by Lucent and Alcatel through the web
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site maintained by the SEC at www.sec.gov. In addition, investors and security
holders will be able to obtain free copies of the Registration Statements and
the Proxy Statement/Prospectus when they become available from Lucent by
contacting Investor Relations at www.lucent.com, by mail to 600 Mountain Avenue,
Murray Hill, New Jersey 07974 or by telephone at 908-582-8500 and from Alcatel
by contacting Investor Relations at www.alcatel.com, by mail to 54, rue La
Boetie, 75008 Paris, France or by telephone at 33-1-40-76-10-10.
Lucent and its directors and executive officers also may be deemed to be
participants in the solicitation of proxies from the stockholders of Lucent in
connection with the transaction described herein. Information regarding the
special interests of these directors and executive officers in the transaction
described herein will be included in the Proxy Statement/Prospectus described
above. Additional information regarding these directors and executive officers
is also included in Lucent's proxy statement for its 2006 Annual Meeting of
Stockholders, which was filed with the SEC on or about January 3, 2006. This
document is available free of charge at the SEC's web site at www.sec.gov and
from Lucent by contacting Investor Relations at www.lucent.com, by mail to 600
Mountain Avenue, Murray Hill, New Jersey 07974 or by telephone at 908-582-8500.
Alcatel and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Lucent in
connection with the transaction described herein. Information regarding the
special interests of these directors and executive officers in the transaction
described herein will be included in the Proxy Statement/Prospectus described
above. Additional information regarding these directors and executive officers
is also included in Alcatel's Form 20-F filed with the SEC on March 31, 2006.
This document is available free of charge at the SEC's web site at www.sec.gov
and from Alcatel by contacting Investor Relations at www.alcatel.com, by mail to
54, rue La Boetie, 75008 Paris, France or by telephone at 33-1-40-76-10-10.
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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.
LUCENT TECHNOLOGIES, INC.
Date: April 3, 2006 By: /s/ William R. Carapezzi, Jr.
-----------------------------------------
Name: William R. Carapezzi, Jr.
Title: SVP, General Counsel & Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of April 2, 2006, between
and among Lucent Technologies Inc., Alcatel and Aura Merger Sub,
Inc.(1)
99.1 Press Release issued jointly by Lucent Technologies Inc. and
Alcatel, dated April 2, 2006
99.2 Communication from Lucent to Senior Management, dated April 2,
2006
99.3 Communication from Lucent to Employees, dated April 2, 2006
99.4 Communication from Lucent to Certain Other Individuals, dated
April 2, 2006
99.5 Press Release issued by Lucent Technologies Inc., dated April 3,
2006
99.6 Fact Sheet Regarding the Merger
--------------------------
(1) Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. Lucent Technologies Inc. hereby undertakes to furnish
supplementally copies of any of the omitted schedules and exhibits upon
request by the Securities and Exchange Commission.