AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON
DECEMBER 21, 2004
REGISTRATION NO. 333-120984
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
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)
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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)
COPY TO:
SUSAN WEBSTER, ESQ.
CRAVATH SWAINE & MOORE, LLP
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019-7475
(212) 474-1000
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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 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. [ ]
(continued on next page)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
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Common Stock, $0.01 par value per share, and
related preferred stock purchase rights
issuable upon exercise of warrants(2)...... 200,000,000 $3.955 $791,000,000 $100,219.70
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(g) under the Securities Act, based upon a price which represents
the highest of (a) the price at which the warrants may be exercised; (b) the
offering price of securities of the same class included in this registration
statement; or (c) the price of securities of the same class, as determined
pursuant to Rule 457(c).
(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 to purchase shares of preferred stock 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.
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.
PROSPECTUS
[LUCENT LOGO]
LUCENT TECHNOLOGIES INC.
200,000,000 SHARES OF COMMON STOCK
The 200,000,000 shares of common stock of Lucent Technologies Inc. offered
by this prospectus are shares of common stock issuable under warrants that have
been or will be issued by Lucent in connection with the settlement of litigation
against Lucent in the U.S. District Court for the District of New Jersey, in
accordance with the Stipulation and Agreement of Settlement dated September 22,
2003, among Lucent and the other participants in the settlement. The warrants
have been or will be issued by Lucent under a warrant agreement between Lucent
and The Bank of New York, as warrant agent, without compliance with the
registration and prospectus requirements of Section 5 of the Securities Act of
1933 in accordance with the exemption provided under Section 3(a)(10) thereof.
Our common stock is listed on the New York Stock Exchange under the symbol
"LU". On December 17, 2004, the last reported sale price per share of our common
stock on the New York Stock Exchange was $3.77.
Lucent will receive proceeds from the exercise of the warrants but not from
the sale of the underlying common stock. The warrants may be exercised at any
time for a period of three years after the date of issuance. The warrants
entitle the holder to purchase from us one share of our common stock for each
warrant. See "USE OF PROCEEDS."
INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 2 OF
THIS PROSPECTUS.
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 December 22, 2004
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS....................................... 2
RISK FACTORS................................................ 2
LUCENT TECHNOLOGIES INC. ................................... 2
USE OF PROCEEDS............................................. 2
DETERMINATION OF OFFERING PRICE............................. 2
DESCRIPTION OF WARRANTS..................................... 3
PLAN OF DISTRIBUTION........................................ 3
LEGAL MATTERS............................................... 3
EXPERTS..................................................... 4
FORWARD-LOOKING STATEMENTS.................................. 4
WHERE YOU CAN FIND MORE INFORMATION......................... 4
ABOUT THIS PROSPECTUS
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information that is different from what is contained in this prospectus.
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" included in our annual report on Form 10-K for the year
ended September 30, 2004, 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.
LUCENT TECHNOLOGIES INC.
Lucent designs and delivers systems, services and software that drive
next-generation communications networks. Backed by Bell Laboratories research
and development, Lucent uses its strengths in mobility, optical, software, data
and voice networking technologies, as well as services, to create new
revenue-generating opportunities for its customers, while enabling them to
quickly deploy and better manage their networks. Lucent's customer base includes
communications service providers, governments and enterprises worldwide.
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.
USE OF PROCEEDS
Assuming all the warrants are exercised, Lucent will receive gross proceeds
of $550,000,000. The proceeds from the sale of common stock pursuant to the
exercise of the warrants will be used for general corporate purposes.
DETERMINATION OF OFFERING PRICE
The exercise price of the warrants of $2.75 per share of common stock was
determined by negotiation between Lucent and counsel for the plaintiffs as part
of the terms of the Stipulation and Agreement of Settlement.
2
DESCRIPTION OF WARRANTS
Pursuant to the terms of the settlement of In re Lucent Technologies Inc.
Securities Litigation, Case No. 00-CV-621 (JAP), Lucent issued 200,000,000
warrants to purchase its common stock, beginning on December 10, 2004. The
settlement was approved by the U.S. District Court for the District of New
Jersey, and the warrants will be issued to approved members of the class of
plaintiffs and plaintiffs' co-lead counsel as part of the settlement
consideration. The warrants have not been registered under the Securities Act of
1933 pursuant to an exemption under Section 3(a)(10) of that Act. However, the
Section 3(a)(10) exemption available to the warrants does not exempt the sale of
common stock upon exercise of the warrants. Therefore, as part of the
settlement, Lucent agreed to register its sale of common stock to holders of
warrants upon exercise of the warrants.
A complete description of the terms of the warrants is set forth in the
Warrant Agreement between Lucent Technologies Inc. and The Bank of New York, as
warrant agent. The form of Warrant Agreement and the form of certificate for the
warrants are attached as Exhibit 4.7 and incorporated by reference herein. The
following description of the warrants does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
Each holder of a warrant has the right, which may be exercised on any
business day until 5:00 p.m. on December 10, 2007, to purchase from Lucent the
number of shares of Lucent common stock which the holder may at the time be
entitled to receive upon payment of the exercise price then in effect for such
warrant. Each warrant initially entitles the holder thereof, subject to
adjustment pursuant to the terms of the Warrant Agreement, to purchase one share
of common stock at an exercise price of $2.75 per share. Upon the occurrence of
certain events set forth in the Warrant Agreement, the number of shares of
common stock issuable upon exercise of a warrant may be increased or reduced and
the exercise price may be adjusted upward or downward.
Prior to the exercise of any warrant, holders of warrants are not entitled
to any rights of a stockholder of Lucent, including, without limitation, the
right to vote or to receive dividends or other distributions. Furthermore, the
holders of warrants are not entitled to receive any notice of any proceedings of
Lucent except in certain limited circumstances set forth in the Warrant
Agreement.
The company issued the warrants to the Depository Trust Company (DTC),
which is acting as a clearinghouse for banks and brokerage firms that are
receiving warrants on behalf of claimants as part of the settlement. The
settlement required claimants to identify a brokerage account to be eligible to
receive the warrants. Claimants whose recognized claim was valued at $3,000 or
less and claimants who did not identify a brokerage account will receive a cash
payout in lieu of receiving warrants. The claims administrator accepted
approximately 522,000 claimants into the settlement, with about 200,000 of those
claimants receiving warrants.
PLAN OF DISTRIBUTION
This prospectus covers the offer and sale of common stock by Lucent to the
holders of warrants upon exercise of the warrants. This prospectus does not
cover resales of common stock received by the holders of warrants upon exercise
of the warrants. No underwriter is being utilized in connection with this
offering or with the exercise of the warrants. Lucent will issue the shares of
common stock directly to the holders of the warrants, upon exercise of the
warrants, from time to time after the date of this prospectus.
LEGAL MATTERS
Michael C. Keefe, Managing Corporate Counsel and Assistant Secretary of
Lucent, will pass upon the validity of the shares of common stock offered by
this prospectus. As of December 3, 2004, Michael C. Keefe owned vested options
for 14,036 shares of Lucent common stock and no shares of Lucent common stock.
3
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Lucent Technologies Inc. for the
year ended September 30, 2004 have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent registered public accounting
firm, given upon the authority of said firm as experts in auditing and
accounting.
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 us or on our behalf. 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 or assess. Therefore, actual outcomes and results may
differ materially from what is expressed or forecast 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.
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows Lucent to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to other documents filed separately with the SEC. The information
incorporated by reference is considered part of this prospectus, except for any
information superseded by information contained directly in this prospectus or
in the later filed documents incorporated by reference in this prospectus.
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 Lucent, Commission File No. 001-11639, with the 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, 2004,
filed on December 3, 2004;
2. Current Reports on Form 8-K filed pursuant to Item 1.01, 3.02 or 8.01 of
Form 8-K on October 7, 2004, November 8, 2004, November 10, 2004,
November 12, 2004 and December 10, 2004; and
3. 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 2.02 or
7.01 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 2.02 or Item 7.01 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.
4
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 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.
5
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 in
connection with the sale and distribution of the common stock registered hereby:
SEC Registration Fee........................................ $100,219.70
Accounting Fees............................................. 3,000.00
Legal Fees and Disbursements................................ 50,000.00
New York Stock Exchange Additional Listing Fee.............. 200,000.00
Printing Fees............................................... 25,000.00
Registrar and Transfer Agent and Warrant Agent Fees......... 100,000.00
-----------
Total....................................................... $478,219.70
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Lucent'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 (a) for any breach of the
directors' duty of loyalty to the company or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) under Section 174 of the Delaware General Corporation Law,
which concerns unlawful payments of dividends, stock purchases or redemptions or
(d) 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 Lucent'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, Lucent'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.
Lucent'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 Lucent'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,
II-1
employee or agent of the company thereunder in respect of any occurrence or
matter arising prior to any such repeal or modification.
Lucent'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.
Lucent 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 Lucent's
certificate of incorporation (as in effect at the time the company entered into
the decree) or Delaware law.
ITEM 16. EXHIBITS
The exhibits required to be filed as part of this registration statement
are listed in the attached Exhibit Index.
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
II-2
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 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 December 20,
2004.
LUCENT TECHNOLOGIES INC.
Registrant
By: /s/ JOHN A. KRITZMACHER
------------------------------------
John A. Kritzmacher
Senior Vice President and Corporate
Controller
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 December 20, 2004.
(SIGNATURE) (TITLE)
----------- -------
* Chairman and Chief Executive Officer
------------------------------------------------- (principal executive officer) and Director
Patricia A. Russo
* 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
* Director
-------------------------------------------------
Robert E. Denham
* Director
-------------------------------------------------
Daniel S. Goldin
* Director
-------------------------------------------------
Edward E. Hagenlocker
* Director
-------------------------------------------------
Carla A. Hills
* Director
-------------------------------------------------
Karl J. Krapek
* Director
-------------------------------------------------
Richard C. Levin
* Director
-------------------------------------------------
Henry B. Schacht
II-4
(SIGNATURE) (TITLE)
----------- -------
* Director
-------------------------------------------------
Franklin A. Thomas
* Director
-------------------------------------------------
Ronald A. Williams
* Director
-------------------------------------------------
John A. Young
-----------------------------------------------------------------------------------------------
*By: /s/ JOHN A. KRITZMACHER
-----------------------------------------
John A. Kritzmacher
Attorney-in-Fact
II-5
EXHIBIT INDEX
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 securityholders 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).
4.7* Form of Warrant Agreement (including Form of Warrant
Certificate) between Lucent Technologies Inc. and The Bank
of New York, as warrant agent.
4.8* Stipulation and Agreement of Settlement dated September 22,
2003, in settlement of litigation in the U.S. District Court
for the District of New Jersey, entitled In re Lucent
Technologies Inc. Securities Litigation.
5.1* 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 5.1).
24.1* Power of Attorney dated November 30, 2004 of the directors
and certain officers of the registrant.
---------------
* Previously filed.