As filed with the Securities and Exchange Commission on October 24, 2003
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LUCENT TECHNOLOGIES INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation or Organization)
22-3408857
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(I.R.S. Employer Identification
No.)
600 Mountain Avenue, Murray Hill, New Jersey 07974
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(Address of Principal Executive Offices) (Zip Code)
LUCENT TECHNOLOGIES INC. 2003 LONG TERM INCENTIVE PROGRAM
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(Full Title of the Plan)
Richard J. Rawson, Esq.
Senior Vice President, General Counsel and Secretary
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, New Jersey 07974
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(Name and Address of Agent for Service)
(908) 582-8500
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount To Be Proposed Maximum Proposed Maximum Aggregate Amount of
To Be Registered Registered Offering Price Per Share (1) Offering Price (1) Registration Fee (3)
------------------ ------------ --------------------------- -------------------------- --------------------
Common Stock, 170,000,000 $2.36 $401,200,000 $32,457.08
$0.01 par value per shares
share, and related
preferred stock
purchase rights (2)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (h)(1) promulgated under the Securities Act of 1933, and
based on the average high and low price of the registrant's common stock on the
New York Stock Exchange on October 17, 2003.
(2) 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.
(3) A filing fee of $487,890 was previously paid in connection with
$1,755,000,000 of unsold securities registered under a registration statement on
Form S-3 (Registration No. 333-85219) initially filed by the registrant on
August 13, 1999. The registrant offset against this previously paid filing fee
$161,460 in connection with a registration statement on Form S-3 (Registration
No. 333-102645) initially filed by the registrant on January 22, 2003 and
$141,575 fee in connection with a registration statement on Form S-3
(Registration No. 333-109293) initially filed by the registrant on September 30,
2003. After these offsets, $184,855 of previously paid filing fees from the
Registration No. 333-85219 remain available to be offset by the registrant
against filing fees under Rule 457(p) of the Securities Act of 1933.
Accordingly, pursuant to Rule 457(p), the registrant offset $32,457.08 of the
previously paid filing fees against the total filing fee of $32,457.08 due in
connection with the filing of this registration statement. As a result, no
filing fee is being paid for this filing.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents have been filed by Lucent Technologies Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
and are incorporated herein by reference (Commission File No. 001-11639):
(a) Annual Report on Form 10-K for the fiscal year ended September
30, 2002, filed on December 12, 2002;
(b) Quarterly Report on Form 10-Q for the three months ended December
31, 2002, filed on February 11, 2003;
(c) Quarterly Report on Form 10-Q for the three months ended March
31, 2003, filed on May 13, 2003;
(d) Quarterly Report on Form 10-Q for the three months ended June 30,
2003, filed on August 13, 2003;
(e) Current Reports on Form 8-K filed pursuant to Item 5 or 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, April 11, 2003, May 28, 2003, May 30, 2003, June 5, 2003,
June 25, 2003, July 16, 2003, August 22, 2003, September 24, 2003
and October 22, 2003; and
(f) 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.
Information in Current Reports on Form 8-K furnished under Item 9 or 12
of Form 8-K are not incorporated herein by reference.
All documents and reports filed by us with the SEC (other than portions
of 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 and Exchange Act of 1934, as amended, after the date of
this prospectus and prior to the termination of this offering shall be deemed
incorporated herein by reference and shall be deemed to be a part hereof 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
document to the extent that a statement contained herein or in any subsequently
filed document or report that also is or is deemed to be
incorporated by reference herein 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 document.
ITEM 4. Description of Securities.
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
Richard J. Rawson, the Company's Senior Vice President, General Counsel
and Secretary, has delivered his legal opinion on behalf of the Company to the
effect that the 170,000,000 shares of the Company's common stock offered hereby
will be validly issued and fully paid and nonassessable. Mr. Rawson is eligible
to receive awards under the Company's 2003 Long Term Incentive Program, pursuant
to which such shares are offered, and as of October , 2003, Richard J. Rawson
owned 334,072 shares of the Company's common stock and vested options and stock
units for 2,659,876 shares of the Company's common stock.
ITEM 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation provides that a director of
the Company shall not be personally liable to the Company 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 Company 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 Company'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 Company'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 Company'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 Company or is or was
serving at the request of the Company 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 Company 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 Company to provide broader indemnification
rights than said law permitted the Company 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 Company 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
Company'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 any director, officer, employee or agent of the Company thereunder in
respect of any occurrence or matter arising prior to any such repeal or
modification.
The Company's Certificate of Incorporation also specifically authorizes
the Company to maintain insurance and to grant similar indemnification rights to
employees or agents of the Company. The directors and officers of the Company
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.
ITEM 8. Exhibits.
The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Exhibit Index.
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 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 section 15(d) of the
Securities Exchange Act of 1934 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 section 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.
(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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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 the City of Murray Hill, State of New Jersey, on October 24,
2003.
LUCENT TECHNOLOGIES INC.
Registrant
By: /s/ John A. Kritzmacher
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John A. Kritzmacher
Senior Vice President and Corporate
Controller
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each of the undersigned constitutes and
appoints Frank A. D'Amelio, John A. Kritzmacher 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 their
capacities indicated on October 24, 2003.
(Signature) (Title)
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/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
(Signature) (Title)
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/s/ Robert E. Denham Director
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Robert E. Denham
/s/ Daniel S. Goldin Director
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Daniel S. Goldin
/s/ Edward E. Hagenlocker Director
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Edward E. Hagenlocker
/s/ Carla A. Hills Director
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Carla A. Hills
/s/ Karl J. Krapek Director
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Karl J. Krapek
/s/ Richard C. Levin Director
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Richard C. Levin
/s/ Henry B. Schacht Director
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Henry B. Schacht
/s/ Franklin A. Thomas Director
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Franklin A. Thomas
/s/ John A. Young Director
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John A. Young
EXHIBIT INDEX
Exhibit No. Description
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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 (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).
4.2 The By-Laws of the registrant, as amended through December 18,
2002, that define the rights of security holders of the
registrant (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).
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 (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).
4.4 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
(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).
4.5 Form of registrant's common stock certificate (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).
5 Opinion of Richard J. Rawson, Esq. as to the validity of the
shares of common stock.
23.1 Consent of Independent Auditors.
23.2 Consent of Richard J. Rawson, Esq. (contained in Exhibit 5).
24 Power of Attorney (included on signature page hereto).