============================================================================== 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): May 23, 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) |_| 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)) ============================================================================== ITEM 7.01. REGULATION FD DISCLOSURE. On May 23, 2006, the Chief Financial Officer of Lucent Technologies Inc., John Kritzmacher, used the material attached hereto as Exhibit 99.1 in a presentation at an investor conference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Presentation 2 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: May 24, 2006 By: /s/ William R. Carapezzi, Jr. ----------------------------------------- Name: William R. Carapezzi, Jr. Title: SVP, General Counsel & Secretary 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Presentation 4