As filed with the Securities and Exchange Commission on June 18, 2004
Registration No. 333-
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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. 2004 EQUITY COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
William R. Carapezzi, Jr., 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
Title of Proposed Maximum Proposed Maximum Amount of
Securities To Be Amount To Be Offering Price Per Aggregate Offering Price Registration
Registered Registered Share (1) (1) Fee (3)
---------------- ------------ ------------------ ------------------------ -------------
Common Stock, 2,500,000 $3.38 $8,450,000 $1,071
$0.01 par value shares
per 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 June 14, 2004.
(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
(a) $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; (b) $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; and (c) $32,457 fee in connection with a registration statement on Form
S-8 (Registration No. 333-109947) initially filed by the registrant on October
24, 2003. After these offsets, $152,398 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 $1,071 of the
previously paid filing fees against the total filing fee of $1,071 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.
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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,
2003, filed on December 9, 2003;
(b) Quarterly Report on Form 10-Q for the three months ended December 31,
2003, filed on February 10, 2004;
(c) Quarterly Report on Form 10-Q for the three months ended March 31,
2004, filed on May 6, 2004;
(d) Current Reports on Form 8-K filed pursuant to Item 5 or Item 7 of Form
8-K on October 22, 2003, December 12, 2003, March 18, 2004, April 6,
2004, May 19, 2004, May 21, 2004 and June 17, 2004; and
(e) 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,
as such Items may be renumbered or re-designated, 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.
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Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
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Michael C. Keefe, Managing Corporate Counsel and Assistant Secretary of the
Company, has delivered his legal opinion on behalf of the Company to the effect
that the 2,500,000 shares of the Company's common stock offered hereby will be
validly issued and fully paid and nonassessable. As of June 17, 2004, Michael C.
Keefe owned vested options for 6,736 shares of the Company's common stock.
ITEM 6. Indemnification of Directors and Officers.
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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 of 1933, which
might be incurred by them in such capacities.
The Company has agreed in a consent decree with the SEC that the Company
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 SEC, unless such indemnification is required by the Company's
Certificate of Incorporation (as in effect at the time the Company entered into
the decree) or Delaware law.
ITEM 7. Exemption from Registration Claimed.
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Not Applicable.
ITEM 8. Exhibits.
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The Exhibits required to be filed as part of this Registration Statement
are listed in the attached Exhibit Index.
ITEM 9. Undertakings.
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(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 June 18, 2004.
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
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 June 18, 2004.
(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/ 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/ Ronald A. Williams Director
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Ronald A. Williams
/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 Certificate of Amendment to the Restated Certificate of
Incorporation of the registrant, effective February 26, 2004
(incorporated by reference to Exhibit 3(i) 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).
4.3 The By-Laws of the registrant, as amended through February 18,
2004, that define the rights of security holders of the
registrant (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).
4.4 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).
4.5 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).
4.6 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 Michael C. Keefe, Esq. as to the validity of the
shares of common stock
23.1 Consent of PriceWaterhouseCoopers LLP
23.2 Consent of Michael C. Keefe, Esq. (contained in Exhibit 5)
24 Power of Attorney (included on signature page hereto)