<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
__________
LUCENT TECHNOLOGIES INC.
A Delaware I.R.S. Employer
Corporation No. 22-3408857
600 Mountain Ave., Murray Hill, New Jersey 07974
__________
LUCENT TECHNOLOGIES INC.
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
__________
Agent for Service
Florence L. Walsh, Vice President and Treasurer
600 Mountain Ave., Murray Hill, New Jersey 07974
(908) 582-8500
Please send copies of all communications to:
Richard J. Rawson, Senior Vice President, General Counsel and Secretary
600 Mountain Avenue, Murray Hill, New Jersey 07974
__________
CALCULATION OF REGISTRATION FEE
============================================================================
+ + Proposed + Proposed +
+ + maximum + maximum +
Title of + Amount + offering + aggregate + Amount of
securities to + to be + price + offering +registration
be registered +registered(1)+ per share(2) + price(2) + fee
============================================================================
Common Stock, par + + + +
value $.01 per share+ 60,000 + $34.9375 + $2,096,250 + $722.85
============================================================================
Preferred Share + + + +
Purchase Rights(3) + + + +
============================================================================
Total + + + $2,096,250 + $722.85
============================================================================
(1) Represents the maximum number of shares that may be acquired under the
Lucent Technologies Inc. Retirement Savings and Profit Sharing Plan
(the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(c) of the Securities Act of 1933, based upon
the average of the high and low sale prices of the common stock, par
value $.01 per share, of Lucent Technologies Inc. on the New York
Stock Exchange on July 23, 1996.
(3) Rights initially will trade together with the Common Stock. The value
attributable to the Rights, if any, is reflected in the market price
of the Common Stock.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan(s)
described herein.
<PAGE> 2
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" or "Lucent Technologies") with the Securities and Exchange
Commission (the "SEC") and are incorporated herein by reference:
(1) Lucent Technologies' Registration Statement on Form 10 filed with
the SEC on February 26, 1996 including the exhibits thereto, as
amended by Amendment No. 1 thereto filed on Form 10/A on March
12, 1996, Amendment No. 2 thereto filed on Form 10/A on March 22,
1996 and Amendment No. 3 thereto filed on Form 10/A on April 1,
1996.
(2) Lucent Technologies' Quarterly Report on Form 10-Q for the period
ended March 31, 1996.
(3) Lucent Technologies' Current Reports on Form 8-K dated April 4,
1996 and July 18, 1996.
All documents, filed subsequent to the date hereof by Lucent
Technologies with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") and prior to
the filing of a post-effective amendment hereto which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents"); PROVIDED, HOWEVER,
that the documents enumerated above or subsequently filed by Lucent
Technologies pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act in each year during which the offering made hereby is in
effect prior to the filing with the SEC of Lucent Technologies' Annual
Report on Form 10-K covering such year shall not be Incorporated Documents
or be incorporated by reference herein or be a part hereof from and after
the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document 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 hereof.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
<PAGE>
<PAGE> 3
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation (the "Certificate") of the Company
provides that a director of the Company will not be personally liable to
the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except, if required by the Delaware General
Corporation Law (the "DGCL") as amended from time to time, for liability
(i) for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section
174 of the DGCL, which concerns unlawful payments of dividends, stock
purchases or redemptions, or (iv) for any transaction from which the
director derived an improper personal benefit. Neither the amendment nor
repeal of such provision will 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 Certificate provides directors with protection from awards
for monetary damages for breach of their duty of care, it does not
eliminate such duty. Accordingly, the Certificate will nave 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 Certificate 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, will be indemnified and held harmless
by the Company to the fullest extent authorized by the DGCL, 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 DGCL. Such rights are
not exclusive of any other right which any person may have or thereafter
acquire under any statute, provision of the Certificate, Bylaws, 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 Company
thereunder in respect of any occurrence or matter arising prior to any such
repeal or modification.
The Certificate 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 Lucent Technologies
are covered by insurance policies indemnifying against certain liabilities,
<PAGE>
<PAGE> 4
including certain liabilities arising under the Securities Act of 1933 (the
"1933 Act"), which might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibits identified in parenthesis below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.
Exhibit
Number
4 Restated Certificate of Incorporation, as amended.
(Exhibit 3(i) of the Current Report on Form 8-K dated
July 18, 1996.)
5 Opinion of Pamela F. Craven, Vice President - Law of the
registrant, as to the legality of the securities to be
issued.
23-A Consent of Coopers & Lybrand L.L.P.
23-B Consent of Pamela F. Craven is contained in the opinion
of counsel filed as Exhibit 5.
24 Powers of Attorney executed by officers and directors
who signed this registration statement.
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes 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 1933 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
<PAGE>
<PAGE> 5
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) The undersigned registrant hereby undertakes 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.
(4) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) The undersigned registrant hereby undertakes to submit the Plan
and any amendments thereto to the Internal Revenue Service (the "IRS") in a
timely manner and will make changes required by the IRS in order to qualify
the Plan under the requirements of ERISA and Section 401 of the Internal
Revenue Code.
(6) Insofar as indemnification for liabilities arising under the 1933
Act 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 SEC such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the
final adjudication of such issue.
<PAGE>
<PAGE>6
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in Murray Hill,
New Jersey, on the 24th day of July, 1996.
LUCENT TECHNOLOGIES INC.
Florence L. Walsh
By: Florence L. Walsh
Title: Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement or amendment thereto has been signed
below by the following persons in the capacities and on the date indicated.
#
Principal Executive Officer: #
#
Henry B. Schacht Chairman of the Board #
and Chief Executive #
Officer #
Principal Financial Officer: #
#
Donald K. Peterson Executive Vice President#
and Chief Financial #
Officer #
#
Principal Accounting Officer: #
#
James S. Lusk Vice President and ###By: Florence L. Walsh
Controller # _________________
Directors: # (Florence L. Walsh
# attorney-in-fact)*
Ephraim Brecher #
Curtland E. Fields #
Carla A. Hills #
Jim G. Kilpatric # July 24, 1996
Drew Lewis #
Marc E. Manly #
Richard A. McGinn #
Donald S. Perkins #
S. L. Prendergast #
Henry B. Schacht #
Maureen B. Tart # *by power of attorney
Franklin A. Thomas #
Paul Wondrasch #
<PAGE>
<PAGE>7
SIGNATURES
The Plan
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) has
duly caused this registration statement or amendment thereto to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Town of
Morristown, State of New Jersey, on the 24th day of July, 1996.
Lucent Technologies Inc. Retirement
Savings and Profit Sharing Plan
Anthony D'Andrea
By: Anthony D'Andrea
Title: Savings Plan Administrator
<PAGE> 8
EXHIBIT INDEX
Exhibit
Number
4 Restated Certificate of Incorporation, as amended.
(Exhibit 3(i) of the Current Report on Form 8-K dated
July 18, 1996.)
5 Opinion of Pamela F. Craven, Vice President - Law of the
registrant, as to the legality of the securities to be
issued.
23-A Consent of Coopers & Lybrand L.L.P.
23-B Consent of Pamela F. Craven is contained in the opinion
of counsel filed as Exhibit 5.
24 Powers of Attorney executed by officers and directors
who signed this registration statement.
<PAGE>1
Exhibit 5
LUCENT TECHNOLOGIES LOGO
Pamela F. Craven 600 Mountain Avenue
Vice President - Law Murray Hill, NJ 07974
908 582-8500
July 24, 1996
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
Dear Sirs;
With reference to the registration statement on Form S-8 which Lucent
Technologies Inc. (the "Company") proposes to file with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as
amended, registering 60,000 common shares (par value $.01 per share) of the
Company (the "Shares") which may be offered and sold by the Company under
the Lucent Technologies Inc. Retirement Savings and Profit Sharing Plan
(the "Plan"), which Shares, under the terms of the Plan may be authorized
and unissued shares, treasury shares, or shares purchased on the open
market or otherwise, I am of the opinion that:
1. the Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware, and
2. all proper corporate proceedings have been taken so that any
Shares to be offered and sold which are of original issue, upon sale and
payment therefor in accordance with the Plan and the resolutions of the
Board of Directors relating to the offering and sale of common shares
thereunder, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the SEC in
connection with the registration statement referred to above.
Very truly yours,
Pamela F. Craven
<PAGE>1
Exhibit 23-A
CONSENT OF INDEPENDENT AUDITORS
________
We consent to the incorporation by reference in this registration statement
on Form S-8, of our report dated January 25, 1996 (Note 14 is dated
February 1, 1996), on our audits of the consolidated financial statements
and consolidated financial statement schedules of Lucent Technologies Inc.
at December 31, 1995 and 1994 and for the years ended December 31, 1995,
1994 and 1993, which report is included in the registration statement on
Form 10/A (File No. 001-11639) of Lucent Technologies Inc.
\s\COOPERS & LYBRAND L.L.P.
1301 Avenue of the Americas
New York, New York
July 24, 1996
<PAGE>1 Exhibit 23-B
Consent of Pamela F. Craven is contained in the opinion of counsel
filed as Exhibit 5.
<PAGE>1 Exhibit 24POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share, set
opposite each of the plans listed below:
Benefit Plan Common Shares
Lucent Technologies Inc. Long Term 18 million
Savings Plan for Management Employees
Lucent Technologies Inc. Long Term 6 million
Savings and Security Plan
Lucent Technologies Inc. Retirement 60 thousand
Savings and Profit Sharing Plan
Lucent Technologies Inc. 1996 Employee 50 million
Stock Purchase Plan
Lucent Technologies Inc. 1996 Long Term 12 million
Incentive Plan
; and
WHEREAS, the undersigned is a director and an officer of the Company, as
indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald K.
Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for him and in his name, place and stead, and in his capacity as a director
and an officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares
and thereafter to execute and file any amended registration statement
or statements with respect thereto or amendments or supplements to any of
the foregoing, hereby giving and granting to said attorneys, and each of
them, full power and authority to do and perform each and every act and
thing whatsoever requisite and necessary to be done in and about the
premises, as fully, to all intents and purposes, as he might or could
do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 19th day of July, 1996.
By: Henry B. Schacht
__________________________
Name: HENRY B. SCHACHT
Title: Chairman of the Board and
Chief Executive Officer
<PAGE>2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share, set
opposite each of the plans listed below:
Benefit Plan Common Shares
Lucent Technologies Inc. Long Term 18 million
Savings Plan for Management Employees
Lucent Technologies Inc. Long Term 6 million
Savings and Security Plan
Lucent Technologies Inc. Retirement 60 thousand
Savings and Profit Sharing Plan
Lucent Technologies Inc. 1996 Employee 50 million
Stock Purchase Plan
Lucent Technologies Inc. 1996 Long Term 12 million
Incentive Plan
; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald K.
Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for him and in his name, place and stead, and in his capacity as a director
of the Company, to execute and file any such registration statement with
respect to the above-described common shares and thereafter to execute and
file any amended registration statement or statements with respect thereto
or amendments or supplements to any of the foregoing, hereby giving and
granting to said attorneys, and each of them, full power and authority to do
and perform each and every act and thing whatsoever requisite and necessary
to be done in and about the premises, as fully, to all intents and purposes,
as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 19th day of July, 1996.
By: Curtland E. Fields
____________________________
Name: CURTLAND E. FIELDS
Title: Director
<PAGE>3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share, set
opposite each of the plans listed below:
Benefit Plan Common Shares
Lucent Technologies Inc. Long Term 18 million
Savings Plan for Management Employees
Lucent Technologies Inc. Long Term 6 million
Savings and Security Plan
Lucent Technologies Inc. Retirement 60 thousand
Savings and Profit Sharing Plan
Lucent Technologies Inc. 1996 Employee 50 million
Stock Purchase Plan
Lucent Technologies Inc. 1996 Long Term 12 million
Incentive Plan
; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald K.
Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for him and in his name, place and stead, and in his capacity as a director
of the Company, to execute and file any such registration statement with
respect to the above-described common shares and thereafter to execute and
file any amended registration statement or statements with respect thereto
or amendments or supplements to any of the foregoing, hereby giving and
granting to said attorneys, and each of them, full power and authority to do
and perform each and every act and thing whatsoever requisite and necessary
to be done in and about the premises, as fully, to all intents and purposes,
as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 19th day of July, 1996.
By: Ephraim Brecher
_______________________________
Name: EPHRAIM BRECHER
Title: Director
<PAGE>4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share, set
opposite each of the plans listed below:
Benefit Plan Common Shares
Lucent Technologies Inc. Long Term 18 million
Savings Plan for Management Employees
Lucent Technologies Inc. Long Term 6 million
Savings and Security Plan
Lucent Technologies Inc. Retirement 60 thousand
Savings and Profit Sharing Plan
Lucent Technologies Inc. 1996 Employee 50 million
Stock Purchase Plan
Lucent Technologies Inc. 1996 Long Term 12 million
Incentive Plan
; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald K.
Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for him and in his name, place and stead, and in his capacity as a director
of the Company, to execute and file any such registration statement
with respect to the above-described common shares and thereafter to
execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power
and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully,
to all intents and purposes, as he might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of July, 1996.
By: Jim G. Kilpatric
_______________________________
Name: JIM G. KILPATRIC
Title: Director
<PAGE>5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share, set
opposite each of the plans listed below:
Benefit Plan Common Shares
Lucent Technologies Inc. Long Term 18 million
Savings Plan for Management Employees
Lucent Technologies Inc. Long Term 6 million
Savings and Security Plan
Lucent Technologies Inc. Retirement 60 thousand
Savings and Profit Sharing Plan
Lucent Technologies Inc. 1996 Employee 50 million
Stock Purchase Plan
Lucent Technologies Inc. 1996 Long Term 12 million
Incentive Plan
; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald K.
Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for him and in his name, place and stead, and in his capacity as a director
of the Company, to execute and file any such registration statement with
respect to the above-described common shares and thereafter to execute
and file any amended registration statement or statements with respect
thereto or amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys, and each of them, full power and authority
to do and perform each and every act and thing whatsoever requisite and
necessary to be done in and about the premises, as fully, to all intents
and purposes, as he might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of July, 1996.
By: Drew Lewis
_______________________________
Name: DREW LEWIS
Title: Director
<PAGE>6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share, set
opposite each of the plans listed below:
Benefit Plan Common Shares
Lucent Technologies Inc. Long Term 18 million
Savings Plan for Management Employees
Lucent Technologies Inc. Long Term 6 million
Savings and Security Plan
Lucent Technologies Inc. Retirement 60 thousand
Savings and Profit Sharing Plan
Lucent Technologies Inc. 1996 Employee 50 million
Stock Purchase Plan
Lucent Technologies Inc. 1996 Long Term 12 million
Incentive Plan
; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald K.
Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for him and in his name, place and stead, and in his capacity as a director
of the Company, to execute and file any such registration statement with
respect to the above-described common shares and thereafter to execute and
file any amended registration statement or statements with respect thereto
or amendments or supplements to any of the foregoing, hereby giving and
granting to said attorneys, and each of them, full power and authority to do
and perform each and every act and thing whatsoever requisite and necessary
to be done in and about the premises, as fully, to all intents and purposes,
as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 19th day of July, 1996.
By: Marc E. Manly
______________________________
Name: MARC E. MANLY
Title: Director
<PAGE>7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share, set
opposite each of the plans listed below:
Benefit Plan Common Shares
Lucent Technologies Inc. Long Term 18 million
Savings Plan for Management Employees
Lucent Technologies Inc. Long Term 6 million
Savings and Security Plan
Lucent Technologies Inc. Retirement 60 thousand
Savings and Profit Sharing Plan
Lucent Technologies Inc. 1996 Employee 50 million
Stock Purchase Plan
Lucent Technologies Inc. 1996 Long Term 12 million
Incentive Plan
; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald K.
Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for him and in his name, place and stead, and in his capacity as a director
of the Company, to execute and file any such registration statement with
respect to the above-described common shares and thereafter to execute and
file any amended registration statement or statements with respect thereto
or amendments or supplements to any of the foregoing, hereby giving and
granting to said attorneys, and each of them, full power and authority to do
and perform each and every act and thing whatsoever requisite and necessary
to be done in and about the premises, as fully, to all intents and purposes,
as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 16th day of July, 1996.
By: Donald S. Perkins
_________________________________
Name: DONALD S. PERKINS
Title: Director
<PAGE>8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share, set
opposite each of the plans listed below:
Benefit Plan Common Shares
Lucent Technologies Inc. Long Term 18 million
Savings Plan for Management Employees
Lucent Technologies Inc. Long Term 6 million
Savings and Security Plan
Lucent Technologies Inc. Retirement 60 thousand
Savings and Profit Sharing Plan
Lucent Technologies Inc. 1996 Employee 50 million
Stock Purchase Plan
Lucent Technologies Inc. 1996 Long Term 12 million
Incentive Plan
; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald K.
Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for him and in his name, place and stead, and in his capacity as a director
of the Company, to execute and file any such registration statement with
respect to the above-described common shares and thereafter to execute and
file any amended registration statement or statements with respect thereto
or amendments or supplements to any of the foregoing, hereby giving and
granting to said attorneys, and each of them, full power and authority to do
and perform each and every act and thing whatsoever requisite and necessary
to be done in and about the premises, as fully, to all intents and purposes,
as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of July, 1996.
By: S. L. Prendergast
__________________________________
Name: S. L. PRENDERGAST
Title: Director
<PAGE>9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share, set
opposite each of the plans listed below:
Benefit Plan Common Shares
Lucent Technologies Inc. Long Term 18 million
Savings Plan for Management Employees
Lucent Technologies Inc. Long Term 6 million
Savings and Security Plan
Lucent Technologies Inc. Retirement 60 thousand
Savings and Profit Sharing Plan
Lucent Technologies Inc. 1996 Employee 50 million
Stock Purchase Plan
Lucent Technologies Inc. 1996 Long Term 12 million
Incentive Plan
; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald K.
Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for him and in his name, place and stead, and in his capacity as a director
of the Company, to execute and file any such registration statement with
respect to the above-described common shares and thereafter to execute and
file any amended registration statement or statements with respect thereto
or amendments or supplements to any of the foregoing, hereby giving and
granting to said attorneys, and each of them, full power and authority to do
and perform each and every act and thing whatsoever requisite and necessary
to be done in and about the premises, as fully, to all intents and purposes,
as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 19th day of July, 1996.
By: Franklin A. Thomas
_______________________________
Name: FRANKLIN A. THOMAS
Title: Director
<PAGE>10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share, set
opposite each of the plans listed below:
Benefit Plan Common Shares
Lucent Technologies Inc. Long Term 18 million
Savings Plan for Management Employees
Lucent Technologies Inc. Long Term 6 million
Savings and Security Plan
Lucent Technologies Inc. Retirement 60 thousand
Savings and Profit Sharing Plan
Lucent Technologies Inc. 1996 Employee 50 million
Stock Purchase Plan
Lucent Technologies Inc. 1996 Long Term 12 million
Incentive Plan
; and
WHEREAS, the undersigned is a director of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald K.
Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for him and in his name, place and stead, and in his capacity as a director
of the Company, to execute and file any such registration statement with
respect to the above-described common shares and thereafter to execute and
file any amended registration statement or statements with respect thereto
or amendments or supplements to any of the foregoing, hereby giving and
granting to said attorneys, and each of them, full power and authority to do
and perform each and every act and thing whatsoever requisite and necessary
to be done in and about the premises, as fully, to all intents and purposes,
as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 19th day of July, 1996.
By: Paul Wondrasch
___________________________
Name: PAUL WONDRASCH
Title: Director
<PAGE>11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share, set
opposite each of the plans listed below:
Benefit Plan Common Shares
Lucent Technologies Inc. Long Term 18 million
Savings Plan for Management Employees
Lucent Technologies Inc. Long Term 6 million
Savings and Security Plan
Lucent Technologies Inc. Retirement 60 thousand
Savings and Profit Sharing Plan
Lucent Technologies Inc. 1996 Employee 50 million
Stock Purchase Plan
Lucent Technologies Inc. 1996 Long Term 12 million
Incentive Plan
; and
WHEREAS, the undersigned is a director of the Company, as indicated below
her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald K.
Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for her and in her name, place and stead, and in her capacity as a director
of the Company, to execute and file any such registration statement with
respect to the above-described common shares and thereafter to execute and
file any amended registration statement or statements with respect thereto
or amendments or supplements to any of the foregoing, hereby giving and
granting to said attorneys, and each of them, full power and authority to do
and perform each and every act and thing whatsoever requisite and necessary
to be done in and about the premises, as fully, to all intents and purposes,
as she might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of July, 1996.
By: Carla Hills
___________________________________
Name: CARLA HILLS
Title: Director
<PAGE>12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share
("Common Shares") set opposite each of the plans listed below:
Benefit Plan Common Shares
Lucent Technologies Inc. Long Term 18 million
Savings Plan for Management Employees
Lucent Technologies Inc. Long Term 6 million
Savings and Security Plan
Lucent Technologies Inc. Retirement 60 thousand
Savings and Profit Sharing Plan
Lucent Technologies Inc. 1996 Employee 50 million
Stock Purchase Plan
Lucent Technologies Inc. 1996 Long Term 12 million
Incentive Plan
; and
WHEREAS, the undersigned is a director of the Company, as indicated below
her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald K.
Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for her and in her name, place and stead, and in her capacity as a director
of the Company, to execute and file any such registration statement with
respect to the above-described common shares and thereafter to execute and
file any amended registration statement or statements with respect thereto
or amendments or supplements to any of the foregoing, hereby giving and
granting to said attorneys, and each of them, full power and authority to do
and perform each and every act and thing whatsoever requisite and necessary
to be done in and about the premises, as fully, to all intents and purposes,
as she might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
19th day of July, 1996.
By: Maureen B. Tart
____________________________
Name: MAUREEN B. TART
Title: Director
<PAGE>13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share, set
opposite each of the plans listed below:
Benefit Plan Common Shares
Lucent Technologies Inc. Long Term 18 million
Savings Plan for Management Employees
Lucent Technologies Inc. Long Term 6 million
Savings and Security Plan
Lucent Technologies Inc. Retirement 60 thousand
Savings and Profit Sharing Plan
Lucent Technologies Inc. 1996 Employee 50 million
Stock Purchase Plan
Lucent Technologies Inc. 1996 Long Term 12 million
Incentive Plan
; and
WHEREAS, the undersigned is a director and an officer of the Company, as
indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald K.
Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for him and in his name, place and stead, and in his capacity as a director
and an officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares
and thereafter to execute and file any amended registration statement
or statements with respect thereto or amendments or supplements to any of
the foregoing, hereby giving and granting to said attorneys, and each of
them, full power and authority to do and perform each and every act and
thing whatsoever requisite and necessary to be done in and about the
premises, as fully, to all intents and purposes, as he might or could
do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause to
be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
16th day of July, 1996.
By: Richard A. McGinn
______________________________
Name: RICHARD A. McGINN
Title: Director, President and
Chief Operating Officer
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share set
opposite each of the plans listed below:
Benefit Plan Common Shares
Lucent Technologies Inc. Long Term 18 million
Savings Plan for Management Employees
Lucent Technologies Inc. Long Term 6 million
Savings and Security Plan
Lucent Technologies Inc. Retirement 60 thousand
Savings and Profit Sharing Plan
Lucent Technologies Inc. 1996 Employee 50 million
Stock Purchase Plan
Lucent Technologies Inc. 1996 Long Term 12 million
Incentive Plan
; and
WHEREAS, the undersigned is an officer of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints Florence L.
Walsh and James S. Lusk and each of them, as attorneys for him and in his name,
place and stead, and in his capacity as an officer of the Company, to execute
and file any such registration statement with respect to the
above-described common shares and thereafter to execute and file any
amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to
be done in and about the premises, as fully, to all intents and purposes, as
he might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
15th day of July, 1996.
By: Donald K. Peterson
____________________________
Name: DONALD K. PETERSON
Title: Executive Vice President and
Chief Financial Officer
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share set
opposite each of the plans listed below:
Benefit Plan Common Shares
Lucent Technologies Inc. Long Term 18 million
Savings Plan for Management Employees
Lucent Technologies Inc. Long Term 6 million
Savings and Security Plan
Lucent Technologies Inc. Retirement 60 thousand
Savings and Profit Sharing Plan
Lucent Technologies Inc. 1996 Employee 50 million
Stock Purchase Plan
Lucent Technologies Inc. 1996 Long Term 12 million
Incentive Plan
; and
WHEREAS, the undersigned is an officer of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints Florence L.
Walsh and Donald K. Peterson and each of them, as attorneys for him and in
his name, place and stead, and in his capacity as an officer of the Company,
to execute and file any such registration statement with respect to the
above-described common shares and thereafter to execute and file any
amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to
be done in and about the premises, as fully, to all intents and purposes, as
he might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
24th day of July, 1996.
By: James S. Lusk
____________________________
Name: JAMES S. LUSK
Title: Vice President and Controller
