AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON MAY 21,
2003
REGISTRATION NO. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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 incorporation or (I.R.S. Employer Identification No.)
organization)
600 MOUNTAIN AVENUE MURRAY HILL, NEW JERSEY 07974
(908) 582-8500
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
RICHARD J. RAWSON, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
LUCENT TECHNOLOGIES INC.
600 MOUNTAIN AVENUE
MURRAY HILL, NEW JERSEY 07974
(908) 582-8500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
KENNETH E. THOMPSON, ESQ.
MCCARTER & ENGLISH, LLP
FOUR GATEWAY CENTER
100 MULBERRY STREET
NEWARK, NEW JERSEY 07101-0652
(973) 622-4444
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(2) PRICE(2) REGISTRATION FEE
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Common Stock, $0.01 par value per share, and
related preferred stock purchase
rights(1).................................. 46,185,131 $2.32 $107,149,504 $8,668
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(1) This registration statement also relates to rights to purchase shares of the
registrant's junior preferred stock, par value $1.00 per share, which are
attached to all shares of common stock. Until the occurrence of certain
prescribed events, the rights are not exercisable, are evidenced by the
certificates representing the common stock and are transferred with and only
with the common stock. The value attributable to the rights, if any, is
reflected in the value of the common stock and no separate consideration is
to be received for the rights.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933 (the "Securities Act"),
based upon the average of the high and low sale prices of the registrant's
common stock as reported on the New York Stock Exchange on May 19, 2003.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell nor does it seek an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 21, 2003
PROSPECTUS
[LUCENT LOGO]
LUCENT TECHNOLOGIES INC.
46,185,131 SHARES OF COMMON STOCK
This prospectus relates to 46,185,131 shares (which we refer to as the
"contributed shares") of our common stock, par value $.01 per share, held in a
segregated account in the Lucent Technologies Inc. Represented Employees
Post-Retirement Health Benefits Trust (which we refer to as the "trust") created
under the Lucent Technologies Inc. Welfare Benefits Plan for Retired Employees
(which we refer to as the "plan"). The contributed shares may be offered for
sale from time to time by U.S. Trust Company, National Association (which we
refer to as the "investment manager"), in its capacity as duly appointed and
acting investment manager for the segregated account of the trust, and by Boston
Safe Deposit & Trust Company, as duly appointed trustee for the trust (which we
refer to as the "trustee," and we refer to the trustee, the trust and the
investment manager collectively as the "selling stockholder"). We are
registering the contributed shares to provide the selling stockholder with
freely tradable securities pursuant to a Registration Rights Agreement, dated as
of April 30, 2003 (which we refer to as the "registration rights agreement"),
between us and the investment manager. We will not receive any of the proceeds
from the sale of the contributed shares by the selling stockholder. We are
generally required to bear the expenses of the registration of the contributed
shares offered hereby, including, without limitation, registration fees under
federal and state securities laws, and legal and accounting fees. Any
underwriting discounts, brokerage fees and commissions will be the
responsibility of the selling stockholder. See "Selling Stockholder."
The selling stockholder may sell all or a portion of the contributed shares
from time to time on the New York Stock Exchange, in negotiated transactions or
otherwise, and at prices which will be determined by the prevailing market price
for the contributed shares or in negotiated transactions.
Our common stock is listed on the New York Stock Exchange under the symbol
"LU." On May 20, 2003, the last reported sale price per share of our common
stock on the New York Stock Exchange was $2.35.
INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. YOU SHOULD READ THE
ENTIRE PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT CAREFULLY BEFORE
YOU MAKE YOUR INVESTMENT DECISION. SEE "RISK FACTORS" BEGINNING ON PAGE 2.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is , 2003
TABLE OF CONTENTS
About this Prospectus....................................... ii
Where You Can Find More Information......................... 1
Lucent Technologies Inc. ................................... 2
Risk Factors................................................ 2
Special Note Regarding Forward-Looking Statements........... 2
Use of Proceeds............................................. 2
Selling Stockholder......................................... 2
Plan of Distribution........................................ 3
Legal Matters............................................... 4
Experts..................................................... 4
ABOUT THIS PROSPECTUS
You should rely only on the information contained or incorporated by
reference in this prospectus and any applicable prospectus supplements. We have
not authorized any other person to provide you with different information. We
will not make an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information appearing
in this prospectus is accurate only as of the date on the cover page.
In this prospectus, references to "Company," "we," "us," "our" and "Lucent"
refer to Lucent Technologies Inc. and do not include any of its subsidiaries in
the context of the issuer of securities. In other contexts, references to
"Company," "we," "us," "our" and "Lucent" may also include subsidiaries of
Lucent. The phrase "this prospectus" refers to this prospectus and any
applicable prospectus supplement, unless the context otherwise requires.
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WHERE YOU CAN FIND MORE INFORMATION
This prospectus incorporates by reference important business and financial
information about us that is not otherwise included in this prospectus. The
following documents filed by us, Commission File No. 001-11639, with the
Securities and Exchange Commission ("SEC") are incorporated by reference in this
prospectus and shall be deemed to be a part of this prospectus:
1. Annual Report on Form 10-K for the fiscal year ended September 30,
2002, filed on December 12, 2002;
2. Quarterly Report on Form 10-Q for the three months ended December 31,
2002, filed on February 11, 2003;
3. Quarterly Report on Form 10-Q for the three months ended March 31,
2003, filed on May 13, 2003;
4. Current Reports on Form 8-K filed pursuant to Item 5 or Item 7 of Form
8-K on October 11, 2002, October 18, 2002, October 23, 2002, January
22, 2003, February 21, 2003, February 27, 2003, March 28, 2003 and
April 11, 2003; and
5. The "Description of Capital Stock" section of our registration
statement on Form 10, filed on February 26, 1996, as amended by
Amendment No. 1 on Form 10/A, filed on March 12, 1996, Amendment No. 2
on Form 10/A, filed on March 22, 1996, Amendment No. 3 on Form 10/A,
filed on April 1, 1996, Exhibit 99(i) to our Quarterly Report on Form
10-Q for the quarter ended December 31, 2001, filed on February 14,
2002 and any other amendments or reports for the purpose of updating
that description.
Neither Current Reports on Form 8-K furnished under Item 9 of Form 8-K nor
Current Reports furnished under Item 12 of Form 8-K are incorporated by
reference in this prospectus.
All documents and reports filed by us with the SEC (other than Current
Reports on Form 8-K furnished pursuant to Item 9 or Item 12 of Form 8-K, unless
otherwise indicated therein) pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the
date of this prospectus and prior to the termination of this offering shall be
deemed incorporated by reference in this prospectus and shall be deemed to be a
part of this prospectus from the date of filing of such documents and reports.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained in this
prospectus or in any subsequently filed document or report that also is or is
deemed to be incorporated by reference in this prospectus 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 of this
prospectus.
We will provide, without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, upon written or oral request of
such person, a copy of any or all of the documents incorporated by reference in
this prospectus other than exhibits, unless such exhibits specifically are
incorporated by reference into such documents or this prospectus. Requests for
such documents should be addressed in writing or by telephone to:
Corporate Secretary
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, New Jersey 07974
(908) 582-8500
We are subject to the information reporting requirements of the Exchange
Act and accordingly file annual, quarterly and special reports, proxy statements
and other information with the SEC. Members of the public may read and copy any
materials we file with the SEC at the SEC's Public Reference Room located at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet
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site at http://www.sec.gov that contains materials we file electronically with
the SEC. Our SEC filings can also be inspected and copied at the offices of The
New York Stock Exchange at 20 Broad Street, New York, New York 10005.
LUCENT TECHNOLOGIES INC.
We operate in the global communications networking industry and design and
deliver networks for the world's largest communications service providers.
Backed by Bell Labs, one of the world's foremost industrial and research
development organizations, we rely on our strengths in mobility, optical, data
and voice networking technologies as well as software and services to develop
next generation networks. Our systems, services and software are designed to
help customers quickly deploy and better manage their networks and create new
opportunities for revenue-generating services that help businesses and
consumers.
Our principal executive offices are located at 600 Mountain Avenue, Murray
Hill, New Jersey 07974 and our telephone number at that location is (908)
582-8500.
RISK FACTORS
Investing in our securities involves risks. You should carefully consider
the risks, uncertainties and assumptions discussed under the caption "Risks
Related to Our Business and Investing in Our Securities" included in our annual
report on Form 10-K for the year ended September 30, 2002, which are
incorporated by reference in this prospectus, and which may be amended,
supplemented or superseded from time to time by other reports we file with the
SEC in the future.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and other documents we file with the SEC contain
forward-looking statements that are based on current expectations, estimates,
forecasts and projections about us, our future performance, the industries in
which we operate, our beliefs and our management's assumptions. In addition,
other written or oral statements that constitute forward-looking statements may
be made by or on behalf of us. Words such as "expects," "anticipates,"
"targets," "goals," "projects," "intends," "plans," "believes," "seeks,"
"estimates," variations of such words and similar expressions are intended to
identify such forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and assumptions that
are difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such forward-looking
statements. Except as required under the federal securities laws and the rules
and regulations of the SEC, we do not have any intention or obligation to update
publicly any forward-looking statements after the distribution of this
prospectus, whether as a result of new information, future events, changes in
assumptions, or otherwise.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the contributed
shares offered by this prospectus. The selling stockholder will receive all of
the proceeds.
SELLING STOCKHOLDER
On April 30, 2003, we contributed to the trust 46,185,131 shares of our
common stock. We did not receive any cash proceeds from the contribution of the
contributed shares.
The investment manager serves in its sole capacity as investment manager
pursuant to an investment management agreement with Lucent Asset Management
Corporation, a wholly-owned subsidiary of Lucent that is a named fiduciary of
the trust. In accordance with the terms of the investment management agreement,
the investment manager is responsible for the management and disposition of the
contributed shares and is a fiduciary of the trust. The investment manager, in
exercising its fiduciary duty, will decide whether or not, and
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under what terms, it will sell the contributed shares offered hereby. Both the
trustee and the investment manager receive customary compensation for serving as
trustee and investment manager, respectively.
At the date of this prospectus, the trust beneficially owned 46,185,131
shares of our common stock, representing approximately 1.1% of our outstanding
shares of common stock. The selling stockholder may sell up to 46,185,131 shares
of our common stock pursuant to this offering, and assuming that all such
contributed shares are sold, the trust will beneficially own none of the
outstanding shares of our common stock after this offering. However, the selling
stockholder may sell all, some or none of the contributed shares. Accordingly,
we cannot provide you with an estimate of the number of shares of our common
stock that the selling stockholder will hold in the future.
In some instances, the contributed shares may be sold by the pledgees,
donees, transferees, assignees or other successors-in-interest that receive
their shares from the selling stockholder as a gift, pledge or other non-sale
transfer after the date of this prospectus. The term "selling stockholder" as
used in this prospectus shall include such pledgees, donees, transferees,
assignees or other successors-in-interest.
PLAN OF DISTRIBUTION
The selling stockholder may offer the contributed shares from time to time,
depending on market conditions and other factors, in one or more transactions on
the New York Stock Exchange or any other national securities exchange or
automated interdealer quotation system on which shares of our common stock are
then listed, through negotiated transactions or otherwise. The contributed
shares will be sold at prices and on terms then prevailing, at prices related to
the then current market price or at negotiated prices. Subject to the terms of
the registration rights agreement, the contributed shares may be offered in any
manner permitted by law, including through underwriters, brokers, dealers or
agents, and directly to one or more purchasers. Sales of the contributed shares
may involve:
- sales to underwriters who will acquire contributed shares for their own
account and resell them in one or more transactions at fixed prices or at
varying prices determined at the time of sale;
- block transactions in which the broker or dealer engaged will attempt to
sell contributed shares as agent, but may position and resell a portion
of the block as principal to facilitate the transaction;
- purchases by a broker or dealer as principal and resale by the broker or
dealer for its account; or
- ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
The selling stockholder and/or purchasers of the contributed shares may pay
brokers and dealers for selling contributed shares. These payments may be in the
form of underwriting discounts, concessions or commissions. The selling
stockholder and any broker dealer who sells or assists the selling stockholder
in selling contributed shares may be deemed an underwriter within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"). If they are
deemed to be underwriters, any brokerage commissions or discounts may be deemed
to be underwriting discounts and commissions under the Securities Act. We will
file, if required, a prospectus supplement when the selling stockholder notifies
us that it has entered into an arrangement with an underwriter, broker or dealer
for the sale of contributed shares. The prospectus supplement will disclose
certain material information, including:
- the number of contributed shares being offered;
- the terms of the offering;
- any discounts, commissions or other compensation paid to underwriters,
brokers or dealers;
- the public offering price;
- any discounts, commissions or concessions allowed or reallowed or paid by
any underwriters to dealers; and
- other material terms of the offering.
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As of the date of this prospectus, there are no selling arrangements
between the selling stockholder and any underwriter, broker or dealer. The
selling stockholder may also sell contributed shares in reliance upon Rule 144
of the Securities Act, provided it meets the criteria and conforms to the
requirements of Rule 144, rather than under this prospectus.
We will not receive any of the proceeds from the sale of contributed shares
by the selling stockholder. We will bear the costs of registering the
contributed shares under the Securities Act, including the registration fee
under the Securities Act, accounting fees, printing fees, fees and disbursements
of our counsel and certain fees and disbursements of counsel to the selling
stockholder. The selling stockholder will be responsible for underwriting
discounts, brokerage fees and commissions, if any, incurred in connection with
the sale of contributed shares.
Under the terms of the registration rights agreement, Lucent and the
selling stockholder have agreed to indemnify each other and certain other
related parties for certain liabilities in connection with the registration of
the contributed shares.
All of the contributed shares are subject to the restrictions on transfer,
and other terms, set forth in the registration rights agreement. Under the
registration rights agreement, the selling stockholder may only transfer
contributed shares in the foregoing types of transactions, under certain
circumstances and in accordance with certain volume limitations set forth
therein. We have agreed to maintain the effectiveness of the registration
statement of which this prospectus is a part until April 30, 2005.
The plan is a welfare plan as defined in the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") and is designed to provide
participants and their beneficiaries with retiree healthcare related to their
years of active service. Prohibited transactions under Title I of ERISA and
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"),
could arise if, absent an available exemption, a person or entity which is a
"party in interest," as defined under ERISA, or a "disqualified person," as
defined under the Code, were to purchase any of the contributed shares being
offered by the selling stockholder. Any such potential purchaser should consult
with counsel to determine whether an exemption is available with respect to any
such purchase.
LEGAL MATTERS
Richard J. Rawson, our Senior Vice President, General Counsel and
Secretary, has delivered his legal opinion on behalf of the company to the
effect that the 46,185,131 shares offered hereby have been validly issued and
are fully paid and nonassessable. As of May 19, 2003, Mr. Rawson owned 334,072
shares of our common stock and vested options and stock units for 2,659,876
shares of our common stock.
EXPERTS
Our consolidated financial statements as of September 30, 2002 and 2001 and
for each of the years during the three-year period ended September 30, 2002,
incorporated in this prospectus by reference to our Current Report on Form 8-K,
filed on February 21, 2003, have been so incorporated in reliance on the report
of PricewaterhouseCoopers LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
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PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses payable by Lucent
Technologies Inc. in connection with the sale and distribution of the common
stock registered hereby:
SEC Registration Fee........................................ $ 8,668
Accounting Fees............................................. 10,000
Legal Fees and Disbursements................................ 42,000
New York Stock Exchange Additional Listing Fee.............. 88,000
Printing Fees............................................... 10,000
Miscellaneous............................................... 5,000
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Total....................................................... $163,668
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ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The registrant's Certificate of Incorporation provides that a director of
the registrant shall not be personally liable to the registrant or its
securityholders for monetary damages for breach of fiduciary duty as a director,
except, if required by the Delaware General Corporation Law, for liability (1)
for any breach of the director's duty of loyalty to the registrant or its
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under Section 174 of
the Delaware General Corporation Law, which concerns unlawful payments of
dividends, stock purchases or redemptions or (4) for any transaction from which
the director derived an improper personal benefit. Neither the amendment nor
repeal of such provision shall 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 the registrant'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 registrant's 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.
The registrant's Certificate of Incorporation provides that each person who
was or is made a party to or is threatened to be made a party to or is involved
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that such
person, or a person of whom such person is the legal representative, is or was a
director or officer of the registrant or is or was serving at the request of the
registrant 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
alleged action 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, shall be indemnified and held harmless by the registrant to the fullest
extent authorized by the Delaware General Corporation Law, 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 the registrant to provide broader
indemnification rights than said law permitted the registrant 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 the registrant pay the expenses
incurred in defending any such proceeding in advance of its final disposition,
subject to the provisions of the Delaware General Corporation Law. Such rights
are not exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the registrant's Certificate of
Incorporation or By-laws, agreement, vote of securityholders or disinterested
directors or otherwise. No repeal or modification of such provision will in any
way diminish or adversely affect the rights of
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any director, officer, employee or agent of the registrant thereunder in respect
of any occurrence or matter arising prior to any such repeal or modification.
The registrant's Certificate of Incorporation also specifically authorizes
the registrant to maintain insurance and to grant similar indemnification rights
to employees or agents of the registrant. The directors and officers of the
registrant 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 16. EXHIBITS
See the index to exhibits, which is incorporated herein by reference.
ITEM 17. UNDERTAKINGS
(A) The undersigned registrant hereby undertakes:
(1) To file, during the 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 of 1933;
(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 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 20 percent 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 (A)(1)(i) and (A)(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
15(d) of the Exchange Act that are incorporated by reference 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.
(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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 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.
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(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 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.
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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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Murray Hill, State of New Jersey on May 21, 2003.
LUCENT TECHNOLOGIES INC.
Registrant
By: /s/ JOHN A. KRITZMACHER
------------------------------------
John A. Kritzmacher
Senior Vice President and Corporate
Controller
Date: May 21, 2003
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each of the undersigned constitutes and
appoints John A. Kritzmacher, Frank A. D'Amelio and Richard J. Rawson, and each
of them, as attorneys-in-fact and agents, with full power of substitution and
resubstitution, for and in the name, place and stead of the undersigned, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement or any registration statement for
this offering that is to be effective upon the filing pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and all post-effective amendments
thereto, and to file the same, with all exhibits thereto and all other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that each of
said attorney-in-fact or substitute or substitutes, may lawfully 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 by the following persons in the
capacities indicated, on May 21, 2003.
(SIGNATURE) (TITLE)
----------- -------
/s/ PATRICIA F. RUSSO Chairman and Chief Executive Officer
----------------------------------------- (principal executive officer) and Director
Patricia F. Russo
/s/ FRANK A. D'AMELIO Executive Vice President and Chief Financial
----------------------------------------- Officer (principal financial officer)
Frank A. D'Amelio
/s/ JOHN A. KRITZMACHER Senior Vice President and Corporate
----------------------------------------- Controller (principal accounting officer)
John A. Kritzmacher
/s/ PAUL A. ALLAIRE Director
-----------------------------------------
Paul A. Allaire
II-4
(SIGNATURE) (TITLE)
----------- -------
/s/ ROBERT E. DENHAM Director
-----------------------------------------
Robert E. Denham
/s/ DANIEL S. GOLDIN Director
-----------------------------------------
Daniel S. Goldin
/s/ EDWARD E. HAGENLOCKER Director
-----------------------------------------
Edward E. Hagenlocker
/s/ CARLA A. HILLS Director
-----------------------------------------
Carla A. Hills
/s/ HENRY B. SCHACHT Director
-----------------------------------------
Henry B. Schacht
/s/ FRANKLIN A. THOMAS Director
-----------------------------------------
Franklin A. Thomas
/s/ JOHN A. YOUNG Director
-----------------------------------------
John A. Young
II-5
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
4.1 Provisions of the Certificate of Incorporation of the
registrant, as amended effective February 16, 2000, that
define the rights of security holders of the registrant.(1)
4.2 The By-Laws of the registrant, as amended through December
18, 2002, that define the rights of security holders of the
registrant.(2)
4.3 Rights Agreement, dated as of April 4, 1996, between the
registrant and The Bank of New York (successor to First
Chicago Trust Company of New York), as rights agent.(3)
4.4 Amendment to Rights Agreement, dated as of April 4, 1996,
between the registrant and The Bank of New York (successor
to First Chicago Trust Company of New York), dated as of
February 18, 1998.(4)
4.5 Form of registrant's common stock certificate.(5)
4.6* Registration Rights Agreement, dated as of April 30, 2003,
between Lucent Technologies Inc. and U.S. Trust Company,
National Association.
5 * Opinion of Richard J. Rawson, Esq. as to the validity of the
shares of common stock.
23.1* Consent of Richard J. Rawson, Esq. (Included in Exhibit 5).
23.2* Consent of PricewaterhouseCoopers LLP.
24 * Power of Attorney (Included on the signature page hereto).
---------------
* Filed herewith.
(1) Incorporated by reference to Exhibit 3.1 to the registrant's registration
statement on Form S-4 (registration no. 333-31400), filed with the SEC on
March 1, 2000.
(2) Incorporated by reference to Exhibit 4.1 to the registrant's current report
on Form 8-K filed with the SEC on January 22, 2003.
(3) Incorporated by reference to Exhibit 4.2 to the registrant's registration
statement on Form S-1/A (registration no. 333-00703), filed with the SEC on
April 1, 1996.
(4) Incorporated by reference to Exhibit 10(i)5 to the registrant's annual
report on Form 10-K for the year ended September 30, 1998, filed with the
SEC on December 22, 1998.
(5) Incorporated by reference to Exhibit 4(iv) to the registrant's quarterly
report on Form 10-Q for the quarter ended December 31, 2001, filed with the
SEC on February 14, 2002.