AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 2004
REGISTRATION NO. 333-116792
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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LUCENT TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 3661 22-3408857
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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)
---------------------
WILLIAM R. CARAPEZZI, JR., 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)
---------------------
COPIES TO:
MICHAEL C. KEEFE, ESQ. MARK L. JOHNSON, ESQ.
LUCENT TECHNOLOGIES INC. WILMER CUTLER PICKERING
600 MOUNTAIN AVENUE HALE AND DORR LLP
MURRAY HILL, NEW JERSEY 07974 60 STATE STREET
(908) 582-8500 BOSTON, MASSACHUSETTS 02109
(617) 526-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effectiveness of this registration
statement and the satisfaction of all other conditions under the merger
agreement described herein.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ] ____________
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 OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
EXPLANATORY NOTE
This Amendment No. 1 amends and supplements the Registration Statement on
Form S-4 No. 333-116792 filed with the Securities and Exchange Commission on
June 23, 2004 (the "Registration Statement") by Lucent Technologies Inc.,
relating to the registration of its common stock to be issued to stockholders of
Telica, Inc. pursuant to the proposed merger of Telica and a newly-formed
subsidiary of Lucent.
The sole purpose of this Amendment No. 1 is to amend Item 21 and to file
copies of the final executed versions of Exhibits 8.1 and 8.2.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The registrant's certificate of incorporation provides that a director of
the registrant shall not be personally liable to the registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except, if required by the General Corporation Law of the State of Delaware, for
liability (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (3) under
Section 174 of the General Corporation Law of the State of Delaware 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 General Corporation Law of the State of Delaware, 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 General Corporation Law of the
State of Delaware. Such rights are not exclusive of any other right that any
person may have or hereafter acquire under any statute, provision of the
registrant's certificate of incorporation or by-laws, 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 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 of
1933, which might be incurred by them in such capacities.
The registrant has agreed in a consent decree with the Securities and
Exchange Commission that it shall not indemnify any person for the payment of
civil penalties, disgorgement, or prejudgment interest if such person is found
liable for fraud, in an action brought by the Securities and Exchange
Commission, unless such indemnification is required by the registrant's
certificate of incorporation (as in effect on May 6, 2004) or Delaware law.
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
EXHIBIT
NO. EXHIBIT
-------- -------
2.1 Agreement and Plan of Merger, dated as of May 21, 2004, by
and among Lucent Technologies Inc., Arreis Acquisition Inc.
and Telica, Inc. (filed herewith as Annex B to the
prospectus)*
3(i).1 Certificate of Incorporation of the registrant, as amended
effective February 16, 2000 (incorporated by reference to
Exhibit 3.1 to Registration Statement on Form S-4 (No.
333-31400) filed with the SEC on March 1, 2000)
3(i).2 Certificate of Amendment of Restated Certificate of
Incorporation of the registrant dated February 26, 2004
(incorporated by reference to Exhibit 3(i) to registrant's
Quarterly Report on Form 10-Q for the quarter ended March
31, 2004, filed with the SEC on May 6, 2004)
3(ii).1 By-Laws of the registrant, as amended through February 18,
2004 (incorporated by reference to Exhibit 3(ii) to the
registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2004, filed with the SEC on May 6, 2004)
4.1 Form of the registrant's Common Stock Certificate (Exhibit
4(iv) to registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 2001, filed with the SEC on
February 14, 2002)
4.2 Rights Agreement, between Lucent Technologies Inc. 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 on Form S-1 (No. 333-00703) filed with the SEC on
April 1, 1996)
4.3 Amendment to Rights Agreement, between Lucent Technologies
Inc. 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)
5.1 Opinion of Michael C. Keefe, Managing Corporate Counsel and
Assistant Secretary of the registrant, as to the legality of
the securities to be issued.*
8.1 Lowenstein Sandler PC Tax Opinion**
8.2 Wilmer Cutler Pickering Hale and Dorr LLP Tax Opinion**
23.1 Consent of PricewaterhouseCoopers LLP*
23.2 Consent of PricewaterhouseCoopers LLP*
23.3 Consent of Michael C. Keefe (included as part of Exhibit
5.1)*
23.4 Consent of Lowenstein Sandler PC (included as part of
Exhibit 8.1)**
23.5 Consent of Wilmer Cutler Pickering Hale and Dorr LLP
(included as part of Exhibit 8.2)**
24.1 Power of Attorney dated June 23, 2004 of the directors and
certain officers of the registrant*
99.1 Form of Escrow Agreement (filed herewith as Annex D to the
prospectus)*
---------------
(b) Not applicable.
(c) Not applicable.
* Previously filed as an exhibit to the registrant's Registration Statement on
Form S-4 (File No. 333-116792) filed June 23, 2004.
** Filed herewith.
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ITEM 22. 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 amount 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 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) The undersigned registrant hereby undertakes as follows:
(1) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.
(2) The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (c)(1) immediately preceding, or (ii) that purports
to meet the requirements of Section 10(a)(3) of the Securities Act of 1933
and is used in connection with an offering of securities subject to Rule
415, will be filed as a part of an amendment to the registration statement
and will not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act of 1933,
each such
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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.
(d) 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 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.
(e) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of this registration statement through
the date of responding to the request.
(f) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Murray Hill, New
Jersey, on July 19, 2004.
LUCENT TECHNOLOGIES INC. (Registrant)
By: /s/ JOHN A. KRITZMACHER
------------------------------------
Name: John A. Kritzmacher
Title: Senior Vice President and
Corporate Controller
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to this Registration Statement has been signed by the following persons on
July 19, 2004 in the capacities indicated.
TITLE
-----
* Chairman and
--------------------------------------- Chief Executive Officer
Patricia F. Russo (principal executive officer)
and Director
* Executive Vice President and
--------------------------------------- Chief Financial Officer
Frank A. D'Amelio (principal financial officer)
* Senior Vice President and
--------------------------------------- Corporate Controller
John A. Kritzmacher (principal accounting officer)
* Director
---------------------------------------
Robert E. Denham
* Director
---------------------------------------
Daniel S. Goldin
* Director
---------------------------------------
Edward E. Hagenlocker
* Director
---------------------------------------
Carla A. Hills
* Director
---------------------------------------
Karl J. Krapek
* Director
---------------------------------------
Richard C. Levin
II-5
TITLE
-----
* Director
---------------------------------------
Henry B. Schacht
* Director
---------------------------------------
Franklin A. Thomas
* Director
---------------------------------------
Ronald A. Williams
* Director
---------------------------------------
John A. Young
* By: /s/ JOHN A. KRITZMACHER
------------------------------
John A. Kritzmacher
Attorney-in-Fact
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EXHIBIT INDEX
The following documents are filed as exhibits to this registration
statement on Form S-4 or incorporated by reference herein. Any document
incorporated by reference is identified by a parenthetical reference to the SEC
filing that included such document.
EXHIBIT
NO. EXHIBIT
-------- -------
2.1 Agreement and Plan of Merger, dated as of May 21, 2004, by
and among Lucent Technologies Inc., Arreis Acquisition Inc.
and Telica, Inc. (filed herewith as Annex B to the
prospectus)*
3(i).1 Certificate of Incorporation of the registrant, as amended
effective February 16, 2000 (incorporated by reference to
Exhibit 3.1 to Registration Statement on Form S-4 (No.
333-31400) filed with the SEC on March 1, 2000)
3(i).2 Certificate of Amendment of Restated Certificate of
Incorporation of the registrant dated February 26, 2004
(incorporated by reference to Exhibit 3(i) to registrant's
Quarterly Report on Form 10-Q for the quarter ended March
31, 2004, filed with the SEC on May 6, 2004)
3(ii).1 By-Laws of the registrant, as amended through February 18,
2004 (incorporated by reference to Exhibit 3(ii) to the
registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2004, filed with the SEC on May 6, 2004)
4.1 Form of the registrant's Common Stock Certificate (Exhibit
4(iv) to registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 2001, filed with the SEC on
February 14, 2002)
4.2 Rights Agreement, between Lucent Technologies Inc. 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 on Form S-1 (No. 333-00703) filed with the SEC on
April 1, 1996)
4.3 Amendment to Rights Agreement, between Lucent Technologies
Inc. 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)
5.1 Opinion of Michael C. Keefe, Managing Corporate Counsel and
Assistant Secretary of the registrant, as to the legality of
the securities to be issued.*
8.1 Lowenstein Sandler PC Tax Opinion**
8.2 Wilmer Cutler Pickering Hale and Dorr LLP Tax Opinion**
23.1 Consent of PricewaterhouseCoopers LLP*
23.2 Consent of PricewaterhouseCoopers LLP*
23.3 Consent of Michael C. Keefe (included as part of Exhibit
5.1)*
23.4 Consent of Lowenstein Sandler PC (included as part of
Exhibit 8.1)**
23.5 Consent of Wilmer Cutler Pickering Hale and Dorr LLP
(included as part of Exhibit 8.2)**
24.1 Power of Attorney dated June 23, 2004 of the directors and
certain officers of the registrant*
99.1 Form of Escrow Agreement (filed herewith as Annex D to the
prospectus)*
---------------
* Previously filed as an exhibit to the registrant's Registration Statement on
Form S-4 (File No. 333-116792) filed June 23, 2004.
** Filed herewith.
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