PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
(TO PROSPECTUS DATED JANUARY 8, 2002) Registration No. 333-72282
[LUCENT TECHNOLOGIES LOGO]
LUCENT TECHNOLOGIES INC.
1,885,000 SHARES OF 8.00% REDEEMABLE
CONVERTIBLE PREFERRED STOCK
$1,885,000,000 PRINCIPAL AGGREGATE AMOUNT OF 8.00% CONVERTIBLE
SUBORDINATED DEBENTURES ISSUABLE IN EXCHANGE FOR THE PREFERRED STOCK
317,340,127 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE
CONVERSION PRIVILEGE ATTACHED TO THE PREFERRED STOCK OR
CONVERTIBLE SUBORDINATED DEBENTURES
46,328,725 SHARES OF COMMON STOCK ISSUABLE IN CONNECTION WITH
THE PAYMENT OF DIVIDENDS ON THE PREFERRED STOCK
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This prospectus supplement relates to resales of preferred stock and to
sales of convertible subordinated debentures that may be issued in exchange for
preferred stock and to common stock that may be issued upon conversion of
preferred stock or convertible subordinated debentures, by the securityholders
named under the caption "Selling Securityholders" in this prospectus supplement
and the accompanying prospectus, as supplemented, all as described under the
caption "Plan of Distribution" in the accompanying prospectus. This prospectus
supplement should be read in conjunction with the accompanying prospectus dated
January 8, 2002, and the prospectus supplements dated February 7, 2002, March
29, 2002, May 29, 2002, July 1, 2002, July 3, 2002, August 28, 2002, September
12, 2002, October 11, 2002 and November 1, 2002, which are to be delivered with
this prospectus supplement.
Each share of preferred stock is convertible at any time, at the option of
the holder and in the manner described in the accompanying prospectus, into
fully paid and nonassessable shares of our common stock. The preferred stock is
currently convertible into common stock at a conversion price of $5.94 per share
of common stock (equivalent to a conversion rate of 168.3502 shares of common
stock for each share of preferred stock), representing an adjustment of the
initial conversion price of $7.48 per share of common stock (or initial
conversion rate of 133.6898 shares of common stock for each share of preferred
stock) on account of our distribution of our shares of Agere Systems Inc. to our
common shareowners in connection with our spin-off of Agere Systems Inc. and is
subject to further adjustments as described in the accompanying prospectus.
The table appearing under "Selling Securityholders" in the accompanying
prospectus, as supplemented, is hereby amended by the addition of, or the
listing of additional shares for, the following selling securityholders:
PRINCIPAL
AMOUNT OF SHARES OF
CONVERTIBLE COMMON
SHARES OF SUBORDINATED SHARES OF STOCK OWNED
PREFERRED DEBENTURES COMMON PRIOR TO THIS
SELLING SECURITYHOLDER (1) STOCK (2) (2)(3) STOCK (4) OFFERING
-------------------------- --------- ------------ --------- -------------
Anglo American Securities Fund L.P. ............ 600 600,000 101,010 Nil
Jefferies & Company, Inc. ...................... 6,450 6,450,000 1,085,859 Nil
UBS AG Lon F/B/O PB............................. 30,000 30,000,000 5,050,506 Nil
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(1) Information about other selling securityholders may be provided in
prospectus supplements or post-effective amendments.
(2) In each case, none of these securities were held prior to this offering.
(3) Based on the principal amount of convertible subordinated debentures
originally issuable in exchange for the preferred stock, calculated by
reference to the initial liquidation preference of the preferred stock of
$1,000.00 per share. The principal amount is subject to increase as a result
of increases in the liquidation preference of the preferred stock to reflect
the accretion of unpaid dividends. See "Description of Preferred
Stock-Exchange Right" in the accompanying prospectus.
(4) Based on the shares of common stock originally issuable upon exercise of the
conversion privilege attached to the preferred stock or the convertible
subordinated debentures with fractions rounded up to the nearest whole
share. The number of shares of common stock so issuable is subject to
increase as a result of antidilution adjustments and, in the case of
conversion of the preferred stock, increases in the liquidation preference
of the preferred stock to reflect the accretion of unpaid dividends. No
fractional shares of common stock will be issued upon conversion of the
preferred stock. Instead of issuing fractional shares, we will deliver scrip
that will entitle the holder to receive a full share upon surrender of such
scrip aggregating a full share. See "Description of Preferred
Stock - Conversion Rights" and Description of the Convertible Subordinated
Debentures - Conversion," in the accompanying prospectus.
Unless otherwise disclosed in the footnotes to the table above, no selling
securityholder has, or within the past three years has had, any position, office
or other material relationship with us or any or our predecessors or affiliates.
Our common stock trades on the New York Stock Exchange under the symbol
"LU". On December 3, 2002, the closing sale price of our common stock was $1.80
per share.
INVESTING IN OUR PREFERRED STOCK, CONVERTIBLE SUBORDINATED DEBENTURES OR
OUR COMMON STOCK INVOLVES RISKS. "RISK FACTORS" BEGINS ON PAGE 9 OF THE
ACCOMPANYING PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS WHICH
ACCOMPANIES THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus supplement is December 4, 2002
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