<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: July 18, 1996
LUCENT TECHNOLOGIES INC.
A Delaware Commission File I.R.S. Employer
Corporation No. 001-11639 No. 22-3408857
600 Mountain Avenue, Murray Hill, New Jersey 07974
Telephone Number (908) 582-8500
<PAGE>
<PAGE> 2
Form 8-K Lucent Technologies Inc.
July 18, 1996
Item 5. Other Events.
In a move to complete the separation of Lucent
Technologies Inc. ("Lucent Technologies" or the "Company")
from AT&T Corp. ("AT&T"), AT&T on July 18, 1996 announced
that its Board of Directors had declared a stock dividend
that will distribute AT&T's remaining 524.6 million shares
of Lucent Technologies stock on September 30, 1996, to AT&T
shareholders of record as of September 17, 1996.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 3(i) Lucent Technologies Inc. Articles of Incorporation, as
amended April 8, 1996.
Exhibit 3(ii) By-Laws of Lucent Technologies Inc., as amended July 17,
1996.
Item 8. Change in Fiscal Year.
On July 17, 1996, the Board of Directors of Lucent
Technologies voted to change the Company's fiscal accounting
year to begin October 1 and end September 30. The Company
had been operating under a fiscal year that began January 1
and ended December 31. As a result of this action, the
Company's 1996 fiscal year will end on September 30, 1996,
and will be covered by a report filed on Form 10-K.
In connection with the change in the Company's fiscal
year, the Company plans to hold its annual meeting of
shareholders on February 19, 1997, at a location yet to be
determined. AT&T shareholders who wish to have their
proposals considered for inclusion in the proxy statement
for the Lucent Technologies annual meeting should send them
to: Lucent Technologies Inc., Attention: Corporate
Secretary, 600 Mountain Avenue, Murray Hill, NJ 07974. The
deadline for submission of shareholder proposals intended
for inclusion in the proxy statement is August 30, 1996.
<PAGE>
<PAGE> 3
Form 8-K Lucent Technologies Inc.
July 18, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
LUCENT TECHNOLOGIES INC.
By: Florence L. Walsh
Vice President and Treasurer
July 23, 1996
<PAGE>
<PAGE> 4
EXHIBIT INDEX
Exhibit
Number
-------
3(i) Lucent Technologies Inc. Articles of Incorporation, as amended
April 8, 1996.
3(ii) By-Laws of Lucent Technologies Inc., as amended July 17, 1996.
<PAGE>1 Exhibit 3(I)
FORM OF RESTATED CERTIFICATE OF INCORPORATION
OF
LUCENT TECHNOLOGIES INC.
_______
The name of the Corporation (which is hereinafter
referred to as the Corporation) is "Lucent
Technologies Inc."
The original certificate of incorporation was
filed with the Secretary of State of the State of
Delaware on November 29, 1995, under the name
"NS-MPG Inc." Such certificate of incorporation
was amended on February 5, 1996.
This Restated Certificate of Incorporation has
been duly proposed by resolutions adopted and
declared advisable by the Board of Directors of
the Corporation, duly adopted by the sole
stockholder of the Corporation and duly executed
and acknowledged by the officers of the
Corporation in accordance with Sections 103, 242
and 245 of the General Corporation Law of the
State of Delaware.
The text of the Certificate of Incorporation of
the Corporation is hereby amended and restated to
read in its entirety as follows:
Article I
Name
The name of the corporation (which is hereinafter
referred to as the "Corporation") is: "Lucent
Technologies Inc."
Article II
Registered Agent
The address of the Corporation's registered office
in the State of Delaware is 1013 Centre Road,
Wilmington, Delaware 19805. The name of the
Corporation's registered agent at such address is
The Prentice Hall Corporation System, Inc.
Article III
Purpose
The purpose of the Corporation shall be to engage
in any lawful act or activity for which
<PAGE> 2 Exhibit 3(I)
corporations may be organized and incorporated
under the General Corporation Law of the State of
Delaware (the "DGCL").
Article IV
Capital Stock
Section 1. The Corporation shall be authorized to
issue 3,250,000,000 shares of capital stock, of
which 3,000,000,000 shares shall be shares of
Common Stock, $.01 par value ("Common Stock"), and
250,000,000 shares shall be shares of Preferred
Stock, $1.00 par value ("Preferred Stock").
Section 2. The Preferred Stock may be issued
from time to time in one or more series. The
Board of Directors is hereby authorized to
provide for the issuance of shares of Preferred
Stock in series and, by filing a certificate
pursuant to the DGCL (hereinafter referred to as
a "Preferred Stock Designation"), to establish
from time to time the number of shares to be
included in each such series, and to fix the
designation, powers, privileges, preferences and
rights of the shares of each such series and the
qualifications, limitations and restrictions
thereof. The authority of the Board of Directors
with respect to each series shall include, but
not be limited to, determination of the
following:
(a) the designation of the series, which
may be by distinguishing number, letter or title;
(b) the number of shares of the series,
which number the Board of Directors may
thereafter (except where otherwise provided in
the Preferred Stock Designation) increase or
decrease (but not below the number of shares
thereof then outstanding);
(c) whether dividends, if any, shall be
cumulative or noncumulative, and, in the case of
shares of any series having cumulative dividend
rights, the date or dates or method of
determining the date or dates from which
dividends on the shares of such series shall be
cumulative;
(d) the rate of any dividends (or method
of determining such dividends) payable to the
<PAGE> 3 Exhibit 3(I)
holders of the shares of such series, any
conditions upon which such dividends shall be
paid and the date or dates or the method for
determining the date or dates upon which such
dividends shall be payable;
(e) the price or prices (or method of
determining such price or prices) at which, the
form of payment of such price or prices (which
may be cash, property or rights, including
securities of the same or another corporation or
other entity) for which, the period or periods
within which and the terms and conditions upon
which the shares of such series may be redeemed,
in whole or in part, at the option of the
Corporation or at the option of the holder or
holders thereof or upon the happening of a
specified event or events, if any;
(f) the obligation, if any, of the
Corporation to purchase or redeem shares of such
series pursuant to a sinking fund or otherwise
and the price or prices at which, the form of
payment of such price or prices (which may be
cash, property or rights, including securities of
the same or another corporation or other entity)
for which, the period or periods within which and
the terms and conditions upon which the shares of
such series shall be redeemed or purchased, in
whole or in part, pursuant to such obligation;
a. the amount payable out of the
assets of the Corporation to the holders of
shares of the series in the event of any
voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Corporation;
(h) provisions, if any, for the conversion
or exchange of the shares of such series, at any
time or times at the option of the holder or
holders thereof or at the option of the
Corporation or upon the happening of a specified
event or events, into shares of any other class
or classes or any other series of the same or any
other class or classes of stock, or any other
security, of the Corporation, or any other
corporation or other entity, and the price or
prices or rate or rates of conversion or exchange
and any adjustments applicable thereto, and all
other terms and conditions upon which such
conversion or exchange may be made;
<PAGE> 4 Exhibit 3(I)
(I) restrictions on the issuance of shares
of the same series or of any other class or
series, if any; and
(j) the voting rights, if any, of the
holders of shares of the series.
Section 3. The Common Stock shall be subject to
the express terms of the Preferred Stock and any
series thereof. The holders of shares of Common
Stock shall be entitled to one vote for each such
share upon all proposals presented to the
stockholders on which the holders of Common Stock
are entitled to vote. Except as otherwise
provided by law or by the resolution or
resolutions adopted by the Board of Directors
designating the rights, powers and preferences of
any series of Preferred Stock, the Common Stock
shall have the exclusive right to vote for the
election of directors and for all other purposes,
and holders of Preferred Stock shall not be
entitled to receive notice of any meeting of
stockholders at which they are not entitled to
vote. The number of authorized shares of
Preferred Stock may be increased or decreased
(but not below the number of shares thereof then
outstanding) by the affirmative vote of the
holders of a majority of the outstanding Common
Stock, without a vote of the holders of the
Preferred Stock, or of any series thereof, unless
a vote of any such holders is required pursuant
to any Preferred Stock Designation. The
Corporation shall be entitled to treat the person
in whose name any share of its stock is
registered as the owner thereof for all purposes
and shall not be bound to recognize any equitable
or other claim to, or interest in, such share on
the part of any other person, whether or not the
Corporation shall have notice thereof, except as
expressly provided by applicable law.
Article V
Stockholder Action
Effective as of the time at which AT&T Corp., a
New York corporation, and its affiliates shall
cease to be the beneficial owner of an aggregate
of at least a majority of the then outstanding
shares of Common Stock (the "Trigger Date"), any
action required or permitted to be taken by the
stockholders of the Corporation must be effected
at a duly called annual or special meeting of
<PAGE> 5 Exhibit 3(I)
such holders and may not be effected by any
consent in writing by such holders. Effective as
of the Trigger Date, except as otherwise required
by law and subject to the rights of the holders
of any class or series of stock having a
preference over the Common Stock as to dividends
or upon liquidation, special meetings of
stockholders of the Corporation for any purpose
or purposes may be called only by the Board of
Directors pursuant to a resolution stating the
purpose or purposes thereof approved by a
majority of the total number of Directors which
the Corporation would have if there were no
vacancies (the "Whole Board") or by the Chairman
of the Board of Directors of the Corporation and,
effective as of the Trigger Date, any power of
stockholders to call a special meeting is
specifically denied. No business other than
that stated in the notice shall be transacted at
any special meeting. Notwithstanding anything
contained in this Certificate of Incorporation to
the contrary, the affirmative vote of the holders
of at least 80% of the voting power of all shares
of the Corporation entitled to vote generally in
the election of directors (the "Voting Stock")
then outstanding, voting together as a single
class, shall be required to alter, amend, adopt
any provision inconsistent with or repeal this
Article V.
Article VI
Election of Directors
Unless and except to the extent that the By-Laws
of the Corporation shall so require, the election
of directors of the Corporation need not be by
written ballot.
Article VII
Board of Directors
Section 1. Number, election and terms. Except as
otherwise fixed by or pursuant to the provisions
of Article IV hereof relating to the rights of the
holders of any class or series of stock having a
preference over the Common Stock as to dividends
or upon liquidation to elect additional directors
under specified circumstances, the number of the
Directors of the Corporation shall be fixed from
time to time exclusively pursuant to a resolution
adopted by a majority of the Whole Board (but
shall not be less than three). The Directors,
<PAGE> 6 Exhibit 3(I)
other than those who may be elected by the holders
of any class or series of stock having a
preference over the Common Stock as to dividends
or upon liquidation, shall be classified, with
respect to the time for which they severally hold
office, into three classes, as nearly equal in
number as possible, one class to be originally
elected for a term expiring at the annual meeting
of stockholders to be held in 1997, another class
to be originally elected for a term expiring at
the annual meeting of stockholders to be held in
1998, and another class to be originally elected
for a term expiring at the annual meeting of
stockholders to be held in 1999, with each class
to hold office until its successor is duly elected
and qualified. At each succeeding annual meeting
of stockholders, directors elected to succeed
those directors whose terms then expire shall be
elected for a term of office to expire at the
third succeeding annual meeting of stockholders
after their election, with each director to hold
office until such person's successor shall have
been duly elected and qualified.
Section 2. Stockholder nomination of director
candidates; Stockholder Proposal of Business.
Advance notice of stockholder nominations for the
election of Directors and of the proposal of
business by stockholders shall be given in the
manner provided in the By-Laws of the Corporation,
as amended and in effect from time to time.
Section 3. Newly created directorships and
vacancies. Except as otherwise provided for or
fixed by or pursuant to the provisions of Article
IV hereof relating to the rights of the holders of
any class or series of stock having a preference
over the Common Stock as to dividends or upon
liquidation to elect directors under specified
circumstances, newly created directorships
resulting from any increase in the number of
Directors and any vacancies on the Board of
Directors resulting from death, resignation,
disqualification, removal or other cause shall be
filled by the affirmative vote of a majority of
the remaining Directors then in office, even
though less than a quorum of the Board of
Directors, and not by the stockholders. Any
Director elected in accordance with the preceding
sentence shall hold office for the remainder of
the full term of the class of Directors in which
the new directorship was created or the vacancy
<PAGE> 7 Exhibit 3(I)
occurred and until such Director's successor shall
have been duly elected and qualified. No decrease
in the number of Directors constituting the Board
of Directors shall shorten the term of any
incumbent Director.
Section 4. Removal. Subject to the rights of
any class or series of stock having a preference
over the Common Stock as to dividends or upon
liquidation to elect Directors under specified
circumstances, any Director may be removed from
office only for cause by the affirmative vote of
the holders of at least a majority of the voting
power of all Voting Stock then outstanding, voting
together as a single class.
Section 5. Amendment, repeal, etc.
Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least 80% of
the voting power of all Voting Stock then
outstanding, voting together as a single class,
shall be required to alter, amend, adopt any
provision inconsistent with or repeal this Article
VII.
Article VIII
By-Laws
The By-Laws may be altered or repealed and new
By-Laws may be adopted (1) at any annual or special
meeting of stockholders, by the affirmative vote
of the holders of a majority of the voting power
of the stock issued and outstanding and entitled
to vote thereat, provided, however, that any
proposed alteration or repeal of, or the adoption
of any By-Law inconsistent with, Section 2.2, 2.7
or 2.10 of Article II of the By-Laws or with
Section 3.2, 3.9 or 3.11 of Article III of the
By-Laws or this sentence, by the stockholders shall
require the affirmative vote of the affirmative
vote of the holders of at least 80% of the voting
power of all Voting Stock then outstanding, voting
together as a single class; and provided, further,
however, that in the case of any such stockholder
action at a special meeting of stockholders,
notice of the proposed alteration, repeal or
adoption of the new By-Law or By-Laws must be
contained in the notice of such special meeting,
or (2) by the affirmative vote of a majority of
the Whole Board.
<PAGE> 8 Exhibit 3(I)
Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least 80% of
the voting power of all Voting Stock then
outstanding, voting together as a single class
shall be required to alter, amend, adopt any
provision inconsistent with or repeal this Article
VIII.
Article IX
Amendment of Certificate of Incorporation
The Corporation reserves the right at any time
from time to time to amend, alter, change or
repeal any provision contained in this Certificate
of Incorporation, and any other provisions
authorized by the laws of the State of Delaware at
the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and,
except as set forth in Article X, all rights,
preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this
Certificate of Incorporation in its present form
or as hereafter amended are granted subject to the
right reserved in this Article. Notwithstanding
anything contained in this Certificate of
Incorporation to the contrary, the affirmative
vote of the holders of at least 80% of the Voting
Stock then outstanding, voting together as a
single class, shall be required to alter, amend,
adopt any provision inconsistent with or repeal
Article V, VII, VIII or this sentence.
Article X
Limited Liability; Indemnification
Section 1. Limited Liability of Directors. A
director of the Corporation shall not be
personally liable to the Corporation or its
stockholders for monetary damages for breach of
fiduciary duty as a director, except, if required
by the DGCL, as amended from time to time, for
liability (I) for any breach of the director's
duty of loyalty to the Corporation 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, or (iv) for any
transaction from which the director derived an
improper personal benefit. Neither the amendment
nor repeal of Section 1 of this Article X shall
eliminate or reduce the effect of Section 1 of
<PAGE>
<PAGE> 9 Exhibit 3(I)
this Article X in respect of any matter
occurring, or any cause of action, suit or claim
that, but for Section 1 of this Article X would
accrue or arise, prior to such amendment or
repeal.
Section 2. Indemnification and Insurance.
(a) Right to Indemnification. Each person who
was or is made a party 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 Corporation or is or was serving
at the request of the Corporation 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 Corporation
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
Corporation to provide broader indemnification
rights than said law permitted the Corporation to
provide prior to such amendment), against all
expense, liability and loss (including attorneys'
fees, judgments, fines, amounts paid or to be
paid in settlement, and excise taxes or penalties
arising under the Employee Retirement Income
Security Act of 1974, as in effect from time to
time) reasonably incurred or suffered by such
person in connection therewith and such
indemnification shall continue as to a person who
has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such
person's heirs, executors and administrators;
provided, however, that, except as provided in
paragraph (b) hereof, the Corporation shall
indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding
(or part thereof) was authorized by the Board.
The right to indemnification conferred in this
Section shall be a contract right and shall
<PAGE> 10 Exhibit 3(I)
include the right to have the Corporation pay the
expenses incurred in defending any such
proceeding in advance of its final disposition;
any advance payments to be paid by the
Corporation within 20 calendar days after the
receipt by the Corporation of a statement or
statements from the claimant requesting such
advance or advances from time to time; provided,
however, that, if and to the extent the DGCL
requires, the payment of such expenses incurred
by a director or officer in such person's
capacity as a director or officer (and not in any
other capacity in which service was or is
rendered by such person while a director or
officer, including, without limitation, service
to an employee benefit plan) in advance of the
final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or
officer, to repay all amounts so advanced if it
shall ultimately be determined that such director
or officer is not entitled to be indemnified
under this Section or otherwise. The Corporation
may, to the extent authorized from time to time
by the Board of Directors, grant rights to
indemnification, and rights to be have the
Corporation pay the expenses incurred in
defending any proceeding in advance of its final
disposition, to any employee or agent
of the Corporation to the fullest extent of the
provisions of this Article with respect to the
indemnification and advancement of expenses of
directors and officers of the Corporation.
(b) Right of Claimant to Bring Suit. If a
claim under paragraph (a) of this Section is not
paid in full by the Corporation within 30
calendar days after a written claim has been
received by the Corporation, the claimant may at
any time thereafter bring suit against the
Corporation to recover the unpaid amount of the
claim and, if successful in whole or in part, the
claimant shall be entitled to be paid also the
expense of prosecuting such claim. It shall be a
defense to any such action (other than an action
brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its
final disposition where the required undertaking,
if any is required, has been tendered to the
Corporation) that the claimant has not met the
standard of conduct which makes it permissible
under the DGCL for the Corporation to indemnify
<PAGE> 11 Exhibit 3(I)
the claimant for the amount claimed, but the
burden of proving such defense shall be on the
Corporation. Neither the failure of the
Corporation (including its Board of Directors,
independent legal counsel, or its stockholders)
to have made a determination prior to the
commencement of such action that indemnification
of the claimant is proper in the circumstances
because the claimant has met the applicable
standard of conduct set forth in the DGCL, nor an
actual determination by the Corporation
(including its Board of Directors, independent
legal counsel, or its stockholders) that the
claimant has not met such applicable standard of
conduct, shall be a defense to the action or
create a presumption that the claimant has not
met the applicable standard of conduct.
(c) Non-Exclusivity of Rights. The right to
indemnification and the payment of expenses
incurred in defending a proceeding in advance of
its final disposition conferred in this Section
shall not be exclusive of any other right which
any person may have or hereafter acquire under
any statute, provision of the Certificate of
Incorporation, By-Law, agreement, vote of
stockholders or disinterested directors or
otherwise. No repeal or modification of this
Article shall in any way diminish or adversely
affect the rights of any director, officer,
employee or agent of the Corporation hereunder in
respect of any occurrence or matter arising prior
to any such repeal or modification. (d)
Insurance. The Corporation may maintain
insurance, at its expense, to protect itself and
any director, officer, employee or agent of the
Corporation or another corporation, partnership,
joint venture, trust or other enterprise against
any such expense, liability or loss, whether or
not the Corporation would have the power to
indemnify such person against such expense,
liability or loss under the DGCL.
Severability. If any provision or provisions of this
Article X shall be held to be invalid, illegal or
unenforceable for any reason whatsoever: (1) the validity,
legality and enforceability of the remaining provisions of
this Article X (including, without limitation, each portion
of any paragraph of this Article X containing any such
provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and
<PAGE> 12 Exhibit 3(I)
(2) to the fullest extent possible, the provisions of this
Article X (including, without limitation, each such portion
of any paragraph of this Article X containing any such
provision held to be invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or
unenforceable.
IN WITNESS WHEREOF, said Lucent Technologies Inc. has
caused this Restated Certificate of Incorporation to be
signed by its Senior Vice President and General Counsel and
attested by its Assistant Secretary this 1st day of April
1996.
/s/ Richard J. Rawson
_______________________
Richard J. Rawson
Senior Vice President and General Counsel
Lucent Technologies Inc.
Attest: /s/ Pamela F. Craven
_______________________________
Pamela F. Craven
Assistant Secretary
<PAGE>
<PAGE> 13 Exhibit 3(I)
CERTIFICATE OF DESIGNATIONS
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
LUCENT TECHNOLOGIES INC.
(Pursuant to Section 151 of the
Delaware General Corporation Law)
_________________________________
Lucent Technologies Inc., a corporation organized
and existing under the General Corporation Law of the State
of Delaware (hereinafter called the "Corporation"), hereby
certifies that the following resolution was adopted by the
Board of Directors of the Corporation as required by Section
151 of the General Corporation Law at a meeting duly called
and held on April 1, 1996:
RESOLVED, that pursuant to the authority granted
to and vested in the Board of Directors of this Corporation
(hereinafter called the "Board of Directors" or the "Board")
in accordance with the provisions of the Certificate of
Incorporation, the Board of Directors hereby creates a
series of Preferred Stock, par value $1.00 per share, of the
Corporation (the "Preferred Stock") and hereby states the
designation and number of shares, and fixes the relative
rights, preferences, and limitations thereof as follows:
Series A Junior Participating Preferred Stock:
Section 1. Designation and Amount. The shares of
such series shall be designated as "Series A Junior
Participating Preferred Stock" (the "Series A Preferred
Stock") and the number of shares constituting the Series A
Preferred Stock shall be 7,500,000. Such number of shares
may be increased or decreased by resolution of the Board of
Directors; provided, that no decrease shall reduce the
number of shares of Series A Preferred Stock to a number
less than the number of shares then outstanding plus the
number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants, or upon the
conversion of any outstanding securities issued by the
Corporation convertible into Series A Preferred Stock.
<PAGE>
<PAGE> 14 Exhibit 3(I)
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any
shares of any series of Preferred Stock (or any similar
stock) ranking prior and superior to the Series A
Preferred Stock with respect to dividends, the holders
of shares of Series A Preferred Stock, in preference to
the holders of Common Stock, par value $.01 per share
(the "Common Stock"), of the Corporation, and of any
other junior stock, shall be entitled to receive, when,
as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly
dividends payable in cash on the first day of March,
June, September, and December in each year (each such
date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly
Dividend Payment Date after the first issuance of a
share or fraction of a share of Series A Preferred
Stock, in an amount per share (rounded to the nearest
cent) equal to the greater of (a) $1 or (b) subject to
the provision for adjustment hereinafter set forth, 100
times that aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares
of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date
or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock. In
the event the Corporation shall at any time declare or
pay any dividend on the Common Stock payable in shares
of Common Stock, or effect a subdivision or combination
or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment
of a dividend in shares of Common Stock, then in each
such case the amount to which holders of shares of
Series A Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of
shares of Common Stock immediately after such event and
the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to
such event.
(B) The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as
<PAGE> 15 Exhibit 3(I)
provided in paragraph (A) of this Section immediately
after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares
of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on
the Common Stock during the period between any
Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend
of $1 per share on the Series A Preferred Stock shall
nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.
(C) Dividends shall begin to accrue and be
cumulative on outstanding shares of Series A Preferred
Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the
date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless
the date of issue is a Quarterly Dividend Payment Date
or is a date after the record date for the
determination of holders of shares of Series A
Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment
Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly
Dividend Payment Date. Accrued but unpaid dividends
shall not bear interest. Dividends paid on the shares
of Series A Preferred Stock in an amount less than the
total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record
date for the determination of holders of shares of
Series A
Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record
date shall be not more than 60 days prior to the date
fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares
of Series A Preferred Stock shall have the following voting
rights:
(A) Subject to the provision for adjustment
hereinafter set forth, each share of Series A Preferred
Stock shall entitle the holder thereof to 100 votes on
all matters submitted to a vote of the stockholders of
the Corporation. In the event the Corporation shall at
any time declare or pay any dividend on the Common
<PAGE> 16 Exhibit 3(I)
Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares
of Common Stock, then in each such case the number of
votes per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such
event shall be adjusted by multiplying such number by a
fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after
such event and the denominator of which is the number
of shares of Common Stock that were outstanding
immediately prior to such event.
(B) Except as otherwise provided herein, in any
other Certificate of Designations creating a series of
Preferred Stock or any similar stock, or by law, the
holders of shares of Series A Preferred Stock and the
holders of shares of Common Stock and any other capital
stock of the Corporation having general voting rights
shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.
(c) Except as set forth herein, or as otherwise
provided by law, holders of Series A Preferred Stock
shall have no special voting rights and their consent
shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set
forth herein) for taking any corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other
dividends or distributions payable on the Series A
Preferred Stock as provided in Section 2 are in
arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared,
on shares of Series A Preferred Stock outstanding shall
have been paid in full, the Corporation shall not:
(I) declare or pay dividends, or make any
other distributions, on any shares of stock
ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the
Series A Preferred Stock;
(ii) declare or pay dividends or make any
other distributions, on any shares of stock
ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with
the Series A Preferred Stock, except dividends
paid ratably
<PAGE> 17 Exhibit 3(I)
on the Series A Preferred Stock and all such
parity stock on which dividends are payable or in
arrears in proportion to the total amounts to
which the holders of all such shares are then
entitled;
(iii) redeem or purchase or otherwise acquire
for consideration shares of any stock ranking
junior (either as to dividends or upon
liquidation, dissolution or winding up) to the
Series A Preferred Stock, provided that the
Corporation may at any time redeem, purchase or
otherwise acquire shares of any such junior stock
in exchange for shares of any stock of the
Corporation ranking junior (either as to dividends
or upon dissolution, liquidation or winding up) to
the Series A Preferred Stock; or
(iv) redeem or purchase or otherwise acquire
for consideration any shares of Series A Preferred
Stock, or any shares of stock ranking on a parity
with the Series A Preferred Stock, except in
accordance with a purchase offer made in writing
or by publication (as determined by the Board of
Directors) to all holders of such shares upon such
terms as the Board of Directors, after
consideration of the respective annual dividend
rates and other relative rights and preferences of
the respective series and classes, shall determine
in good faith will result in fair and equitable
treatment among the respective series or classes.
(B) The Corporation shall not permit any
subsidiary of the Corporation to purchase or otherwise
acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under
paragraph (A) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of
Series A preferred Stock purchased or otherwise acquired by
the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. All
such shares shall upon their cancellation become authorized
but unissued shares of Preferred Stock and may be reissued
as part of a new series of Preferred Stock subject to the
conditions and restrictions on issuance set forth herein, in
the Certificate of Incorporation, or in any other
Certificate of Designations creating a series of Preferred
Stock or any similar stock or as otherwise required by law.
<PAGE> 18 Exhibit 3(I)
Section 6. Liquidation, Dissolution or Winding
Up. Upon any liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (1) to the
holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to
the Series A Preferred Stock unless, prior thereto, the
holders of shares of Series A Preferred Stock shall have
received $100 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment, provided that the
holders of shares of Series A Preferred Stock shall be
entitled to receive an aggregate amount per share, subject
to the provision for adjustment hereinafter set forth, equal
to 100 times the aggregate amount to be distributed per
share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except distributions made
ratably on the Series A Preferred Stock and all such parity
stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the
Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the aggregate mount to which
holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under the proviso in clause
(1) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which
is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case
the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any
such case each share of Series A Preferred Stock shall at
the same time be similarly exchanged or changed into an
amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate
amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or
pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
<PAGE> 19 Exhibit 3(I)
reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount
set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock
shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.
Section 8. No Redemption. The shares of Series A
Preferred Stock shall not be redeemable.
Section 9. Rank. The Series A Preferred Stock
shall rank, with respect to the payment of dividends and the
distribution of assets, junior to all series of any other
class of the Corporation's Preferred Stock.
Section 10. Amendment. The Certificate of
Incorporation of the Corporation shall not be amended in any
manner which would materially alter or change the powers,
preferences or special rights of the Series A Preferred
Stock so as to affect them adversely without the affirmative
vote of the holders of at least two-thirds of the
outstanding shares of Series A Preferred Stock, voting
together as a single class.
IN WITNESS WHEREOF, this Certificate of
Designations is executed on behalf of the Corporation by its
Vice President this 8th day of April 1996.
/s/ Pamela F. Craven
___________________________
Pamela F. Craven
Vice President
<PAGE> 1 Exhibit 3(ii)
BY-LAWS
OF
LUCENT TECHNOLOGIES INC.
Incorporated under the Laws of the State of Delaware
ARTICLE I
Offices And Records
Section 1.1. Delaware Office. The principal
office of the Corporation in the State of Delaware
shall be located in the City of Wilmington, County
of New Castle, and the name and address of its
registered agent is The Prentice Hall Corporation
System, Inc.
Section 1.2. Other Offices. The Corporation may
have such other offices, either within or without
the State of Delaware, as the Board of Directors
may designate or as the business of the
Corporation may from time to time require.
Section 1.3. Books and Records. The books and
records of the Corporation may be kept outside the
State of Delaware at such place or places as may
from time to time be designated by the Board of
Directors.
ARTICLE II
Stockholders
Section 2.1. Annual Meeting. The annual meeting
of the stockholders of the Corporation shall be
held on such date and at such time as may be fixed
by resolution of the Board of Directors.
Section 2.2. Special Meeting. Except as otherwise
required by law and subject to the rights of the
holders of any class or series of stock having a
preference over the Common Stock as to dividends
or upon liquidation, special meetings of
stockholders of the Corporation for any purpose or
purposes may be called only by (I) the Board of
Directors pursuant to a resolution stating the
purpose or purposes thereof approved by a majority
of the total number of Directors which the
Corporation would have if there were no vacancies
(the "Whole Board"), or (ii) by the Chairman of
the Board of Directors of the Corporation. In
addition, prior to the Trigger Date (as defined in
the Certificate of Incorporation), the Corporation
will call a special meeting of stockholders
promptly upon request by AT&T Corp., a New York
<PAGE> 2 Exhibit 3(ii)
corporation ("AT&T"), or any of its affiliates, in
each case, if such entity is a stockholder of the
Corporation. No business other than that stated
in the notice shall be transacted at any special
meeting.
Section 2.3. Place of Meeting. The Board of
Directors or the Chairman of the Board, as the
case may be, may designate the place of meeting
for any annual meeting or for any special meeting
of the stockholders. If no designation is so
made, the place of meeting shall be the principal
office of the Corporation.
Section 2.4. Notice of Meeting. Written or
printed notice, stating the place, day and hour of
the meeting and the purpose or purposes for which
the meeting is called, shall be delivered by the
Corporation not less than 10 calendar days nor
more than 60 calendar days before the date of the
meeting, either personally or by mail, to each
stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United
States mail with postage thereon prepaid,
addressed to the stockholder at such person's
address as it appears on the stock transfer books
of the Corporation. Such further notice shall be
given as may be required by law. Only such
business shall be conducted at a special meeting
of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice
of meeting. Meetings may be held without notice
if all stockholders entitled to vote are present,
or if notice is waived by those not present in
accordance with Section 6.4 of these By-Laws. Any
previously scheduled meeting of the stockholders
may be postponed, and any special meeting of the
stockholders may be canceled, by resolution of the
Board of Directors upon public notice given prior
to the date previously scheduled for such meeting
of stockholders.
Section 2.5. Quorum and Adjournment; Voting.
Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a
majority of the voting power of all outstanding
shares of the Corporation entitled to vote
generally in the election of directors (the
"Voting Stock"), represented in person or by
proxy, shall constitute a quorum at a meeting of
stockholders, except that when specified business
<PAGE> 3 Exhibit 3(ii)
is to be voted on by a class or series of stock
voting as a class, the holders of a majority of
the shares of such class or series shall
constitute a quorum of such class or series for
the transaction of such business. The Chairman of
the meeting may adjourn the meeting from time to
time, whether or not there is such a quorum. No
notice of the time and place of adjourned meetings
need be given except as required by law. The
stockholders present at a duly called meeting at
which a quorum is present may continue to transact
business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less
than a quorum.
Section 2.6. Proxies. At all meetings of
stockholders, a stockholder may vote by proxy
executed in writing (or in such manner prescribed
by the General Corporation Law of the State of
Delaware (the "DGCL")) by the stockholder, or by
such person's duly authorized attorney in fact.
Section 2.7. Notice of Stockholder Business and
Nominations.
(A) Annual Meetings of Stockholders.
(1) Nominations of persons for election to the
Board of Directors of the Corporation and the
proposal of business to be considered by the
stockholders may be made at an annual meeting of
stockholders (a) pursuant to the Corporation's
notice of meeting pursuant to Section 2.4 of these
By-Laws, (b) by or at the direction of the Board
of Directors, by any stockholder of the
Corporation who was a stockholder of record at the
time of giving of notice provided for in this
By-Law, who is entitled to vote at the meeting and
who complies with the notice procedures set forth
in this By-Law, or (d) prior to the Trigger Date,
by AT&T or any of its affiliates that is a
stockholder of the Corporation.
(2) For nominations or other business to be
properly brought before an annual meeting by a
stockholder pursuant to clause of paragraph
(A)(1) of this By-Law, the stockholder must have
given timely notice thereof in writing to the
Secretary of the Corporation and such other
business must otherwise be a proper matter for
stockholder action. To be timely, a stockholder's
notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not
later than the close of business on the 90th
<PAGE> 4 Exhibit 3(ii)
calendar day nor earlier than the close of
business on the 120th calendar day prior to the
first anniversary of the preceding year's annual
meeting; provided, however, that in the event that
the date of the annual meeting is more than 30
calendar days before or more than 60 calendar days
after such anniversary date, notice by the
stockholder to be timely must be so delivered not
earlier than the close of business on the 120th
calendar day prior to such annual meeting and not
later than the close of business on the later of
the 90th calendar day prior to such annual meeting
or the 10th calendar day following the calendar
day on which public announcement of the date of
such meeting is first made by the Corporation.
For purposes of determining whether a
stockholder's notice shall have been delivered in
a timely manner for the annual meeting of
stockholders in 1997, the first anniversary of the
previous year's meeting shall be deemed to be
February 19, 1997. In no event shall the public
announcement of an adjournment of an annual
meeting commence a new time period for the giving
of a stockholder's notice as described above.
Such stockholder's notice shall set forth (a) as
to each person whom the stockholder proposes to
nominate for election or reelection as a director
all information relating to such person that is
required to be disclosed in solicitations of
proxies for election of directors in an election
contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange
Act") and Rule 14a-11 thereunder (including such
person's written consent to being named in the
proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business
that the stockholder proposes to bring before the
meeting, a brief description of the business
desired to be brought before the meeting, the
reasons for conducting such business at the
meeting and any material interest in such business
of such stockholder and the beneficial owner, if
any, on whose behalf the proposal is made; and
as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the
nomination or proposal is made (I) the name and
address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner
and (ii) the class and number of shares of the
Corporation which are owned beneficially and of
<PAGE> 5 Exhibit 3(ii)
record by such stockholder and such beneficial
owner.
(3) Notwithstanding anything in the second
sentence of paragraph (A)(2) of this By-Law to the
contrary, in the event that the number of
directors to be elected to the Board of Directors
of the Corporation is increased and there is no
public announcement by the Corporation naming all
of the nominees for director or specifying the
size of the increased Board of Directors at least
100 calendar days prior to the first anniversary
of the preceding year's annual meeting, a
stockholder's notice required by this By-Law shall
also be considered timely, but only with respect
to nominees for any new positions created by such
increase, if it shall be delivered to the
Secretary at the principal executive offices of
the Corporation not later than the close of
business on the 10th calendar day following the
day on which such public announcement is first
made by the Corporation.
(B) Special Meetings of Stockholders. Only such
business shall be conducted at a special meeting
of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice
of meeting under Section 2.4 of these By-Laws.
Nominations of persons for election to the Board
of Directors may be made at a special meeting of
stockholders at which directors are to be elected
pursuant to the Corporation's notice of meeting
(a) by or at the direction of the Board of
Directors , (b) provided that the Board of
Directors has determined that directors shall be
elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the
time of giving of notice provided for in this
By-Law, who shall be entitled to vote at the meeting
and who complies with the notice procedures set
forth in this By-Law, or prior to the Trigger
Date, by AT&T or any of its affiliates that is a
stockholder of the Corporation. In the event the
Corporation calls a special meeting of
stockholders for the purpose of electing one or
more directors to the Board of Directors, any
stockholder may nominate a person or persons (as
the case may be), for election to such position(s)
as specified in the Corporation's notice of
meeting pursuant to such clause (b), if the
stockholder's notice required by paragraph (A)(2)
of this By-Law shall be delivered to the Secretary
at the principal executive offices of the
Corporation not earlier than the close of business
<PAGE> 6 Exhibit 3(ii)
on the 120th calendar day prior to such special
meeting and not later than the close of business
on the later of the 90th calendar day prior to
such special meeting or the 10th calendar day
following the day on which public announcement is
first made of the date of the special meeting and
of the nominees proposed by the Board of Directors
to be elected at such meeting. In no event shall
the public announcement of an adjournment of a
special meeting commence a new time period for the
giving of a stockholder's notice as described
above.
General.
(1) Only such persons who are nominated in
accordance with the procedures set forth in this
By-Law shall be eligible to serve as directors and
only such business shall be conducted at a meeting
of stockholders as shall have been brought before
the meeting in accordance with the procedures set
forth in this By-Law. Except as otherwise
provided by law, the Certificate of Incorporation
or these By-Laws, the Chairman of the meeting
shall have the power and duty to determine whether
a nomination or any business proposed to be
brought before the meeting was made or proposed,
as the case may be, in accordance with the
procedures set forth in this By-Law and, if any
proposed nomination or business is not in
compliance with this By-Law, to declare that such
defective proposal or nomination shall be
disregarded.
(2) For purposes of this By-Law, "public
announcement" shall mean disclosure in a press
release reported by the Dow Jones News Service,
Associated Press or comparable national news
service or in a document publicly filed by the
Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act.
(3) Notwithstanding the foregoing provisions of
this By-Law, a stockholder shall also comply with
all applicable requirements of the Exchange Act
and the rules and regulations thereunder with
respect to the matters set forth in this By-Law.
Nothing in this By-Law shall be deemed to affect
any rights (I) of stockholders to request
inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the
Exchange Act or (ii) of the holders of any series
of Preferred Stock to elect directors under an
applicable Preferred Stock Designation (as defined
<PAGE> 7 Exhibit 3(ii)
in the Corporation's Certificate of
Incorporation).
Section 2.8. Procedure for Election of Directors;
Required Vote. Election of directors at all
meetings of the stockholders at which directors
are to be elected shall be by ballot, and, subject
to the rights of the holders of any series of
Preferred Stock to elect directors under an
applicable Preferred Stock Designation, a
plurality of the votes cast thereat shall elect
directors. Except as otherwise provided by law,
the Certificate of Incorporation, Preferred Stock
Designation, or these By-Laws, in all matters
other than the election of directors, the
affirmative vote of a majority of the voting power
of the shares present in person or represented by
proxy at the meeting and entitled to vote on the
matter shall be the act of the stockholders.
Section 2.9. Inspectors of Elections; Opening and
Closing the Polls. The Board of Directors by
resolution shall appoint, or shall authorize an
officer of the Corporation to appoint, one or more
inspectors, which inspector or inspectors may
include individuals who serve the Corporation in
other capacities, including, without limitation,
as officers, employees, agents or representatives,
to act at the meetings of stockholders and make a
written report thereof. One or more persons may
be designated as alternate inspector(s) to replace
any inspector who fails to act. If no inspector
or alternate has been appointed to act or is able
to act at a meeting of stockholders, the Chairman
of the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector,
before discharging such person's duties, shall
take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and
according to the best of such person's ability.
The inspector(s) shall have the duties prescribed
by law. The Chairman of the meeting shall fix and
announce at the meeting the date and time of the
opening and the closing of the polls for each
matter upon which the stockholders will vote at a
meeting.
Section 2.10. No Stockholder Action by Written
Consent. Effective as of the Trigger Date, any
action required or permitted to be taken by the
stockholders of the Corporation must be effected
at a duly called annual or special meeting of such
<PAGE> 8 Exhibit 3(ii)
holders and may not be effected by any consent in
writing by such holders.
ARTICLE III
Board of Directors
Section 3.1. General Powers. The business and
affairs of the Corporation shall be managed under
the direction of the Board of Directors. In
addition to the powers and authorities by these
By-Laws expressly conferred upon them, the Board
of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things
as are not by statute or by the Certificate of
Incorporation or by these By-Laws required to be
exercised or done by the stockholders.
Section 3.2. Number and Tenure. Except as
otherwise fixed by or pursuant to the provisions
of Article IV of the Certificate of Incorporation
relating to the rights of the holders of any class
or series of stock having a preference over the
Common Stock as to dividends or upon liquidation
to elect additional directors under specified
circumstances, the number of the Directors of the
Corporation shall be fixed from time to time
exclusively pursuant to a resolution adopted by a
majority of the Whole Board (but shall not be less
than three). The Directors, other than those who
may be elected by the holders of any class or
series of stock having a preference over the
Common Stock as to dividends or upon liquidation,
shall be classified, with respect to the time for
which they severally hold office, into three
classes, as nearly equal in number as possible,
one class to be originally elected for a term
expiring at the annual meeting of stockholders to
be held in 1997, another class to be originally
elected for a term expiring at the annual meeting
of stockholders to be held in 1998, and another
class to be originally elected for a term expiring
at the annual meeting of stockholders to be held
in 1999, with each class to hold office until its
successor is duly elected and qualified. At each
succeeding annual meeting of stockholders,
directors elected to succeed those directors whose
terms then expire shall be elected for a term of
office to expire at the third succeeding annual
meeting of stockholders after their election, with
each director to hold office until such person's
successor shall have been duly elected and
qualified.
<PAGE> 9 Exhibit 3(ii)
Section 3.3. Regular Meetings. A regular meeting
of the Board of Directors shall be held without
other notice than this By-Law immediately after,
and at the same place as, the annual meeting of
stockholders. The Board of Directors may, by
resolution, provide the time and place for the
holding of additional regular meetings without
other notice than such resolution.
Section 3.4. Special Meetings. Special meetings
of the Board of Directors shall be called at the
request of the Chairman of the Board, the
President or a majority of the Board of Directors
then in office. The person or persons authorized
to call special meetings of the Board of Directors
may fix the place and time of the meetings.
Section 3.5. Notice. Notice of any special
meeting of directors shall be given to each
director at such person's business or residence in
writing by hand delivery, first-class or overnight
mail or courier service, telegram or facsimile
transmission, or orally by telephone. If mailed
by first-class mail, such notice shall be deemed
adequately delivered when deposited in the United
States mails so addressed, with postage thereon
prepaid, at least 5 calendar days before such
meeting. If by telegram, overnight mail or
courier service, such notice shall be deemed
adequately delivered when the telegram is
delivered to the telegraph company or the notice
is delivered to the overnight mail or courier
service company at least 24 hours before such
meeting. If by facsimile transmission, such
notice shall be deemed adequately delivered when
the notice is transmitted at least 12 hours before
such meeting. If by telephone or by hand
delivery, the notice shall be given at least 12
hours prior to the time set for the meeting.
Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice
of such meeting, except for amendments to these
By-Laws, as provided under Section 8.1. A meeting
may be held at any time without notice if all the
directors are present or if those not present
waive notice of the meeting either before or after
such meeting.
Section 3.6. Action by Consent of Board of
Directors. Any action required or permitted to be
taken at any meeting of the Board of Directors or
<PAGE> 10 Exhibit 3(ii)
of any committee thereof may be taken without a
meeting if all members of the Board or committee,
as the case may be, consent thereto in writing,
and the writing or writings are filed with the
minutes of proceedings of the Board or committee.
Section 3.7. Conference Telephone Meetings.
Members of the Board of Directors or any committee
thereof may participate in a meeting of the Board
of Directors or such committee by means of
conference telephone or similar communications
equipment by means of which all persons
participating in the meeting can hear each other,
and such participation in a meeting shall
constitute presence in person at such meeting.
Section 3.8. Quorum. Subject to Section 3.9, a
whole number of directors equal to at least a
majority of the Whole Board shall constitute a
quorum for the transaction of business, but if at
any meeting of the Board of Directors there shall
be less than a quorum present, a majority of the
directors present may adjourn the meeting from
time to time without further notice. The act of
the majority of the directors present at a meeting
at which a quorum is present shall be the act of
the Board of Directors. The directors present at
a duly organized meeting may continue to transact
business until adjournment, notwithstanding the
withdrawal of enough directors to leave less than
a quorum.
Section 3.9. Vacancies. Except as otherwise
provided for or fixed by or pursuant to the
provisions of Article IV of the Certificate of
Incorporation relating to the rights of the
holders of any class or series of stock having a
preference over the Common Stock as to dividends
or upon liquidation to elect directors under
specified circumstances, newly created
directorships resulting from any increase in the
number of Directors and any vacancies on the Board
of Directors resulting from death, resignation,
disqualification, removal or other cause shall be
filled by the affirmative vote of a majority of
the remaining Directors then in office, even
though less than a quorum of the Board of
Directors. Any Director elected in accordance
with the preceding sentence shall hold office for
the remainder of the full term of the class of
Directors in which the new directorship was
created or the vacancy occurred and until such
<PAGE> 11 Exhibit 3(ii)
Director's successor shall have been duly elected
and qualified. No decrease in the number of
Directors constituting the Board of Directors
shall shorten the term of any incumbent Director.
Section 3.10. Executive and Other Committees.
(a) The Board of Directors may, by resolution
adopted by a majority of the Whole Board,
designate an Executive Committee to exercise,
subject to applicable provisions of law, all the
powers of the Board in the management of the
business and affairs of the Corporation when the
Board is not in session, including without
limitation the power to declare dividends, to
authorize the issuance of the Corporation's
capital stock and to adopt a certificate of
ownership and merger pursuant to Section 253 of
the General Corporation Law of the State of
Delaware, and may, by resolution similarly
adopted, designate one or more other committees.
The Executive Committee and each such other
committee shall consist of two or more directors
of the Corporation. The Board may designate one
or more directors as alternate members of any
committee, who may replace any absent or
disqualified member at any meeting of the
committee. Any such committee, other than the
Executive Committee (the powers of which are
expressly provided for herein), may to the extent
permitted by law exercise such powers and shall
have such responsibilities as shall be specified
in the designating resolution. In the absence or
disqualification of any member of such committee
or committees, the member or members thereof
present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may
unanimously appoint another member of the Board to
act at the meeting in the place of any such absent
or disqualified member. Each committee shall keep
written minutes of its proceedings and shall
report such proceedings to the Board when
required.
(b) A majority of any committee may determine its
action and fix the time and place of its meetings,
unless the Board shall otherwise provide. Notice
of such meetings shall be given to each member of
the committee in the manner provided for in
Section 3.5 of these By-Laws. The Board shall
have power at any time to fill vacancies in, to
change the membership of, or to dissolve any such
committee. Nothing herein shall be deemed to
<PAGE> 12 Exhibit 3(ii)
prevent the Board from appointing one or more
committees consisting in whole or in part of
persons who are not directors of the Corporation;
provided, however, that no such committee shall
have or may exercise any authority of the Board.
Section 3.11. Removal. Subject to the rights of
any class or series of stock having a preference
over the Common Stock as to dividends or upon
liquidation to elect Directors under specified
circumstances, any Director may be removed from
office only for cause by the affirmative vote of
the holders of at least a majority of the voting
power of all Voting Stock then outstanding, voting
together as a single class.
Section 3.12. Records. The Board of Directors
shall cause to be kept a record containing the
minutes of the proceedings of the meetings of the
Board and of the stockholders, appropriate stock
books and registers and such books of records and
accounts as may be necessary for the proper
conduct of the business of the Corporation.
ARTICLE IV
Officers
Section 4.1. Elected Officers. The elected
officers of the Corporation shall be a Chairman of
the Board of Directors, a President, a Secretary,
a Treasurer, and such other officers (including,
without limitation, Senior Vice Presidents and
Executive Vice Presidents and Vice Presidents) as
the Board of Directors from time to time may deem
proper. The Chairman of the Board shall be chosen
from among the directors. All officers elected by
the Board of Directors shall each have such powers
and duties as generally pertain to their
respective offices, subject to the specific
provisions of this Article IV. Such officers
shall also have such powers and duties as from
time to time may be conferred by the Board of
Directors or by any committee thereof. The Board
or any committee thereof may from time to time
elect, or the Chairman of the Board or President
may appoint, such other officers (including one or
more Vice Presidents, Controllers, Assistant
Secretaries and Assistant Treasurers), as may be
necessary or desirable for the conduct of the
business of the Corporation. Such other officers
and agents shall have such duties and shall hold
their offices for such terms as shall be provided
<PAGE> 13 Exhibit 3(ii)
in these By-Laws or as may be prescribed by the
Board or such committee or by the Chairman of the
Board or President, as the case may be.
Section 4.2. Election and Term of Office. The
elected officers of the Corporation shall be
elected annually by the Board of Directors at the
regular meeting of the Board of Directors held
after the annual meeting of the stockholders. If
the election of officers shall not be held at such
meeting, such election shall be held as soon
thereafter as convenient. Each officer shall hold
office until such person's successor shall have
been duly elected and shall have qualified or
until such person's death or until he shall resign
or be removed pursuant to Section 4.8.
Section 4.3. Chairman of the Board; Chief
Executive Officer. The Chairman of the Board
shall preside at all meetings of the stockholders
and of the Board of Directors and shall be the
Chief Executive Officer of the Corporation. The
Chairman of the Board shall be responsible for the
general management of the affairs of the
Corporation and shall perform all duties
incidental to such person's office which may be
required by law and all such other duties as are
properly required of him by the Board of
Directors. He shall make reports to the Board of
Directors and the stockholders, and shall see that
all orders and resolutions of the Board of
Directors and of any committee thereof are carried
into effect. The Chairman of the Board may also
serve as President, if so elected by the Board.
The Directors also may elect a Vice-Chairman to
act in the place of the Chairman upon his or her
absence or inability to act.
Section 4.4. President. The President shall act
in a general executive capacity and shall assist
the Chairman of the Board in the administration
and operation of the Corporation's business and
general supervision of its policies and affairs.
The President, if he or she is also a Director,
shall, in the absence of or because of the
inability to act of the Chairman of the Board,
perform all duties of the Chairman of the Board
and preside at all meetings of stockholders and of
the Board of Directors.
Section 4.5. Vice Presidents. Each Senior Vice
President and Executive Vice President and any
<PAGE> 14 Exhibit 3(ii)
Vice President shall have such powers and shall
perform such duties as shall be assigned to him by
the Board of Directors.
Section 4.6. Treasurer. The Treasurer shall
exercise general supervision over the receipt,
custody and disbursement of corporate funds. The
Treasurer shall cause the funds of the Corporation
to be deposited in such banks as may be authorized
by the Board of Directors, or in such banks as may
be designated as depositories in the manner
provided by resolution of the Board of Directors.
The Treasurer shall have such further powers and
duties and shall be subject to such directions as
may be granted or imposed from time to time by the
Board of Directors, the Chairman of the Board or
the President.
Section 4.7. Secretary. (a) The Secretary shall
keep or cause to be kept in one or more books
provided for that purpose, the minutes of all
meetings of the Board, the committees of the Board
and the stockholders; the Secretary shall see that
all notices are duly given in accordance with the
provisions of these By-Laws and as required by
law; shall be custodian of the records and the
seal of the Corporation and affix and attest the
seal to all stock certificates of the Corporation
(unless the seal of the Corporation on such
certificates shall be a facsimile, as hereinafter
provided) and affix and attest the seal to all
other documents to be executed on behalf of the
Corporation under its seal; and shall see that the
books, reports, statements, certificates and other
documents and records required by law to be kept
and filed are properly kept and filed; and in
general, shall perform all the duties incident to
the office of Secretary and such other duties as
from time to time may be assigned to the Secretary
by the Board, the Chairman of the Board or the
President.
(b) Assistant Secretaries shall have such of the
authority and perform such of the duties of the
Secretary as may be provided in these By-Laws or
assigned to them by the Board of Directors or the
Chairman of the Board or by the Secretary. During
the Secretary's absence or inability, the
Secretary's authority and duties shall be
possessed by such Assistant Secretary or Assistant
Secretaries as the Board of Directors, the
<PAGE> 15 Exhibit 3(ii)
Chairman of the Board, the President or a Vice
Chairman of the Board may designate.
Section 4.8. Removal. Any officer elected, or
agent appointed, by the Board of Directors may be
removed by the affirmative vote of a majority of
the Whole Board whenever, in their judgment, the
best interests of the Corporation would be served
thereby. Any officer or agent appointed by the
Chairman of the Board or the President may be
removed by him whenever, in such person's
judgment, the best interests of the Corporation
would be served thereby. No elected officer shall
have any contractual rights against the
Corporation for compensation by virtue of such
election beyond the date of the election of such
person's successor, such person's death, such
person's resignation or such person's removal,
whichever event shall first occur, except as
otherwise provided in an employment contract or
under an employee deferred compensation plan.
Section 4.9. Vacancies. A newly created elected
office and a vacancy in any elected office because
of death, resignation, or removal may be filled by
the Board of Directors for the unexpired portion
of the term at any meeting of the Board of
Directors. Any vacancy in an office appointed by
the Chairman of the Board or the President because
of death, resignation, or removal may be filled by
the Chairman of the Board or the President.
ARTICLE V
Stock Certificates and Transfers
Section 5.1. Stock Certificates and Transfers.
The interest of each stockholder of the
Corporation shall be evidenced by certificates for
shares of stock in such form as the appropriate
officers of the Corporation may from time to time
prescribe. The shares of the stock of the
Corporation shall be transferred on the books of
the Corporation by the holder thereof in person or
by such person's attorney, upon surrender for
cancellation of certificates for at least the same
number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto,
duly executed, with such proof of the authenticity
of the signature as the Corporation or its agents
may reasonably require. The certificates of stock
shall be signed, countersigned and registered in
such manner as the Board of Directors may by
<PAGE> 16 Exhibit 3(ii)
resolution prescribe, which resolution may permit
all or any of the signatures on such certificates
to be in facsimile. In case any officer, transfer
agent or registrar who has signed or whose
facsimile signature has been placed upon a
certificate has ceased to be such officer,
transfer agent or registrar before such
certificate is issued, it may be issued by the
Corporation with the same effect as if he were
such officer, transfer agent or registrar at the
date of issue. Notwithstanding the foregoing
provisions regarding share certificates, the
proper officers of the Corporation may provide
that some or all of any or all classes or series
of the Corporation's common or any preferred
shares may be uncertificated shares.
Section 5.2. Lost, Stolen or Destroyed
Certificates. No certificate for shares of stock
in the Corporation shall be issued in place of any
certificate alleged to have been lost, destroyed
or stolen, except on production of such evidence
of such loss, destruction or theft and on delivery
to the Corporation of a bond of indemnity in such
amount, upon such terms and secured by such
surety, as the Board of Directors or any financial
officer may in its or such person's discretion
require.
ARTICLE VI
Miscellaneous Provisions
Section 6.1. Fiscal Year. The fiscal year of the
Corporation shall begin on the first day of
October and end on the last day of September of
each year.
Section 6.2. Dividends. The Board of Directors
may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions
provided by law and the Certificate of
Incorporation.
Section 6.3. Seal. The corporate seal shall have
inscribed thereon the words "Corporate Seal," the
year of incorporation and the word "Delaware."
Section 6.4. Waiver of Notice. Whenever any
notice is required to be given to any stockholder
or director of the Corporation under the
provisions of the DGCL or these By-Laws, a waiver
<PAGE> 17 Exhibit 3(ii)
thereof in writing, signed by the person or
persons entitled to such notice, whether before or
after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither
the business to be transacted at, nor the purpose
of, any annual or special meeting of the
stockholders or the Board of Directors or
committee thereof need be specified in any waiver
of notice of such meeting.
Section 6.5. Audits. The accounts, books and
records of the Corporation shall be audited upon
the conclusion of each fiscal year by an
independent certified public accountant selected
by the Board of Directors, and it shall be the
duty of the Board of Directors to cause such audit
to be done annually.
Section 6.6. Resignations. Any director or any
officer, whether elected or appointed, may resign
at any time by giving written notice of such
resignation to the Chairman of the Board, the
President, or the Secretary, and such resignation
shall be deemed to be effective as of the close of
business on the date said notice is received by
the Chairman of the Board, the President, or the
Secretary, or at such later time as is specified
therein. No formal action shall be required of
the Board of Directors or the stockholders to make
any such resignation effective.
ARTICLE VII
Contracts, Proxies, Etc.
Section 7.1. Contracts. Except as otherwise
required by law, the Certificate of Incorporation,
a Preferred Stock Designation, or these By-Laws,
any contracts or other instruments may be executed
and delivered in the name and on the behalf of the
Corporation by such officer or officers of the
Corporation as the Board of Directors may from
time to time direct. Such authority may be
general or confined to specific instances as the
Board may determine. The Chairman of the Board,
the President or any Senior Vice President,
Executive Vice President or Vice President may
execute bonds, contracts, deeds, leases and other
instruments to be made or executed for or on
behalf of the Corporation. Subject to any
restrictions imposed by the Board of Directors or
the Chairman of the Board, the President or any
<PAGE> 18 Exhibit 3(ii)
Senior Vice President, Executive Vice President or
Vice President of the Corporation may delegate
contractual powers to others under such person's
jurisdiction, it being understood, however, that
any such delegation of power shall not relieve
such officer of responsibility with respect to the
exercise of such delegated power.
Section 7.2. Proxies. Unless otherwise provided
by resolution adopted by the Board of Directors,
the Chairman of the Board, the President or any
Senior Vice President, Executive Vice President or
Vice President may from time to time appoint an
attorney or attorneys or agent or agents of the
Corporation, in the name and on behalf of the
Corporation, to cast the votes which the
Corporation may be entitled to cast as the holder
of stock or other securities in any other
corporation, any of whose stock or other
securities may be held by the Corporation, at
meetings of the holders of the stock or other
securities of such other corporation, or to
consent in writing, in the name of the Corporation
as such holder, to any action by such other
corporation, and may instruct the person or
persons so appointed as to the manner of casting
such votes or giving such consent, and may execute
or cause to be executed in the name and on behalf
of the Corporation and under its corporate seal or
otherwise, all such written proxies or other
instruments as he may deem necessary or proper in
the premises.
ARTICLE VIII
Amendments
Section 8.1. Amendments. The By-Laws may be
altered or repealed and new By-Laws may be adopted
(1) at any annual or special meeting of
stockholders by the affirmative vote of the
holders of a majority of the voting power of the
stock issued and outstanding and entitled to vote
thereat, provided, however, that any proposed
alteration or repeal of, or the adoption of any
By-Law inconsistent with, Section 2.2, 2.7 or 2.10
of Article II or Section 3.2, 3.9 or 3.11 of
Article III of the By-Laws by the stockholders
shall require the affirmative vote of the holders
of at least 80% of the voting power of all Voting
Stock then outstanding, voting together as a
single class, and provided, further, however,
that, in the case of any such stockholder action
<PAGE>
<PAGE> 19 Exhibit 3(ii)
at a special meeting of stockholders, notice of
the proposed alteration, repeal or adoption of the
new By-Law or By-Laws must be contained in the
notice of such special meeting, or (2) by the
affirmative vote of a majority of the Whole Board.
I HEREBY CERTIFY that the foregoing is a full,
true, and correct copy of the By-Laws of Lucent
Technologies Inc., a Delaware corporation, as in effect
on the date hereof.
Dated: July 17, 1996
_________________________________
Richard J. Rawson
Secretary of Lucent Technologies Inc.
[Seal]
