As Filed with the Securities and Exchange Commission on October 2, 1997
Registration No. 333-
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------
LUCENT TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3408857
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
600 Mountain Ave.
Murray Hill, New Jersey 07974
(Address of Principal Executive Offices)
------------
Octel Communications Corporation 1995 Incentive Stock Plan
Octel Communications Corporation 1996 Supplemental Stock Option Plan
VMX, Inc. 1989 Stock Option Plan
VMX, Inc. 1986 Stock Option Plan
VMX, Inc. 1983 Stock Option Plan
Opcom 1982 Incentive Stock Option Plan
------------
Florence L. Walsh
Vice President and Treasurer
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, New Jersey 07974
(908) 582-8500
(Name, address and telephone number, including area code, of agent for service)
------------
Please send copies of all communications to:
Richard J. Rawson
Senior Vice President, General Counsel and Secretary
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, New Jersey 07974
------------
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
Common Stock,
par value $.01
per share, and
related Preferred
Stock Purchase
Rights.......... 2,474,116(1) (2) $98,989,381.16(3) $29,996.78
(1) Includes 355,153; 2,062,244; 53,954; 966; 1,079 and 690 shares
registered under the Octel Communications Corporation 1996
Supplemental Stock Option Plan, the Octel Communications Corporation
1995 Incentive Stock Plan, the VMX, Inc. 1989 Stock Option Plan, the
VMX, Inc. 1986 Stock Option Plan, the VMX, Inc. 1983 Stock Option Plan
and the Opcom 1982 Incentive Stock Option Plan, respectively.
(2) No separate consideration will be received for the Rights, which
initially will trade together with the Common Stock.
(3) Under the plans listed above, shares may be purchased upon exercise of
options at exercise prices ranging from $3.91 to $80.77 per share.
(4) Pursuant to Rule 457(h) under the Securities Act of 1933, represents
the aggregate exercise price of all options under the plans listed
above.
===============================================================================
<PAGE>
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
(File No. 001-11639):
(1) Transition Report on Form 10-K for the transition period from
January 1, 1996 through September 30, 1996, filed December 30,
1996.
(2) Quarterly Reports on Form 10-Q for the quarters ended December 31,
1996, March 31, 1997 (as amended by Form 10-Q/A #1 filed May 21,
1997) and June 30, 1997.
(3) The "Description of Capital Stock" section of the Company's
Registration Statement on Form 10 filed with the SEC on February
26, 1996, 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.
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.
<PAGE>
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.
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 have no effect on
the availability of equitable remedies such as an injunction or rescission
based on a director's breach of his or her duty of care.
<PAGE>
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 hereafter
acquire under any statute, provision of the Certificate, By-laws,
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,
including certain liabilities arising under the Securities Act of 1933 (the
"1933 Act"), which might be incurred by them in such capacities.
<PAGE>
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit
Number Description
4 Restated Certificate of Incorporation, as amended.
(Incorporated by reference to Exhibit 3(i) of the Current
Report on Form 8-K dated July 18, 1996, File No.
001-11639)
5 Opinion of Pamela F. Craven, Vice
President - Law of the registrant, as to
the legality of the securities to be
issued.
23.1 Consent of Pamela F. Craven is contained in the opinion
of counsel filed as Exhibit 5.
23.2 Consent of Coopers & Lybrand L.L.P.
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:
(a) to include any prospectus required by
Section 10(a)(3) of the 1933 Act;
(b) 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; and
<PAGE>
(c) 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(a) and 1(b) do not apply if 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
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 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) 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
<PAGE>
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>
SIGNATURES
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 2nd day of October, 1997.
LUCENT TECHNOLOGIES INC.
by
/s/ James S. Lusk
Name: James S. Lusk
Title: Vice President and Controller
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 indicated 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: /s/ James S. Lusk
Controller #
# (James S. Lusk
Directors: # attorney-in-fact)*
#
#
Paul A. Allaire #
Carla A. Hills #
Drew Lewis # October 2, 1997
Richard A. McGinn #
Paul H. O'Neill #
Donald S. Perkins #
Henry B. Schacht #
Franklin A. Thomas # *by power of attorney
John A. Young #
#
#####
Exhibit 5
PAMELA F. CRAVEN
VICE PRESIDENT - LAW
LUCENT TECHNOLOGIES INC.
ROOM 3A-530
600 MOUNTAIN AVENUE
MURRAY HILL, NJ 07974
TELEPHONE 908 582-7897
FACSIMILE 908 582-6978
October 2, 1997
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 2,474,116 common shares, par value $.01 per share,
(including an equal number of Preferred Share Purchase Rights that
initially trade with the common shares) of the Company (the "Shares") which
may be offered and sold by the Company under the Octel Communications
Corporation 1995 Incentive Stock Plan, the Octel Communications Corporation
1996 Supplemental Stock Option Plan, the VMX, Inc. 1989 Stock Option Plan,
VMX, Inc. 1986 Stock Option Plan, VMX, Inc. 1983 Stock Option Plan and the
Opcom 1982 Incentive Stock Option Plan (collectively, the "Plans"), 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 issuance, upon sale and
payment therefor in accordance with the Plans 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,
/s/ Pamela F. Craven
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Lucent Technologies Inc. on Form S-8, relating to the following plans:
Octel Communications Corporation 1996 Supplemental Stock Plan,
Octel Communications Corporation 1995 Incentive Stock Plan,
VMX, Inc. 1989 Stock Option Plan,
VMX, Inc. 1986 Stock Option Plan,
VMX, Inc. 1983 Stock Option Plan, and
Opcom 1982 Incentive Stock Option Plan
of our report dated October 24, 1996, on our audits of the consolidated
financial statements and financial statement schedule of Lucent
Technologies Inc. as of September 30, 1996 and December 31, 1995, and for
the nine-month period ended September 30, 1996 and the years ended December
31, 1995 and 1994, which report is included or incorporated by reference in
the Company's Transition Report on Form 10-K for the period ended September
30, 1996.
/s/Coopers & Lybrand L.L.P.
New York, New York
October 2, 1997
Exhibit 24
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 (including an equal number of
Preferred Share Purchase Rights), to be offered under the Plans listed
below:
Benefit Plan Number of Shares
Octel Communications Corporation 1996
Supplemental Stock Plan 500,000
Octel Communications Corporation 1995
Incentive Stock Plan 4,000,000
Octel Communications Corporation 1988
Directors' Stock Option Plan 150,000
VMX, Inc. 1989 Stock Option Plan 100,000
VMX, Inc. 1986 Stock Option Plan 1,500
VMX, Inc. 1983 Stock Option Plan 1,500
Opcom 1982 Incentive Stock Option Plan 1,000
AGCS Savings Plan 2,000,000
AGCS Hourly Savings Plan 2,000,000
; and
WHEREAS, the undersigned is a director and/or officer of the
Company, as indicated below his or 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 and in the name, place and stead of the undersigned, and
in the capacity of the undersigned as a director and/or 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 the undersigned 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 13th day of August, 1997.
By /s/ Henry B. Schacht
Name: Henry B. Schacht
Title: Chairman of the Board
and Chief Executive Officer
<PAGE>
Exhibit 24
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 (including an equal number of
Preferred Share Purchase Rights), to be offered under the Plans listed
below:
Benefit Plan Number of Shares
Octel Communications Corporation 1996
Supplemental Stock Plan 500,000
Octel Communications Corporation 1995
Incentive Stock Plan 4,000,000
Octel Communications Corporation 1988
Directors' Stock Option Plan 150,000
VMX, Inc. 1989 Stock Option Plan 100,000
VMX, Inc. 1986 Stock Option Plan 1,500
VMX, Inc. 1983 Stock Option Plan 1,500
Opcom 1982 Incentive Stock Option Plan 1,000
AGCS Savings Plan 2,000,000
AGCS Hourly Savings Plan 2,000,000
; and
WHEREAS, the undersigned is a director and/or officer of the
Company, as indicated below his or 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 and in the name, place and stead of the undersigned, and
in the capacity of the undersigned as a director and/or 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 the undersigned 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 August, 1997.
By /s/ Donald K. Peterson
Name: Donald K. Peterson
Title: Executive Vice President
and Chief Financial Officer
<PAGE>
Exhibit 24
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 (including an equal number of
Preferred Share Purchase Rights), to be offered under the Plans listed
below:
Benefit Plan Number of Shares
Octel Communications Corporation 1996
Supplemental Stock Plan 500,000
Octel Communications Corporation 1995
Incentive Stock Plan 4,000,000
Octel Communications Corporation 1988
Directors' Stock Option Plan 150,000
VMX, Inc. 1989 Stock Option Plan 100,000
VMX, Inc. 1986 Stock Option Plan 1,500
VMX, Inc. 1983 Stock Option Plan 1,500
Opcom 1982 Incentive Stock Option Plan 1,000
AGCS Savings Plan 2,000,000
AGCS Hourly Savings Plan 2,000,000
; and
WHEREAS, the undersigned is a director and/or officer of the
Company, as indicated below his or 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 and in the name, place and stead of the undersigned, and
in the capacity of the undersigned as a director and/or 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 the undersigned 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 18th day of August, 1997.
By /s/ Paul A. Allaire
Name: Paul A. Allaire
Title: Director
<PAGE>
Exhibit 24
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 (including an equal number of
Preferred Share Purchase Rights), to be offered under the Plans listed
below:
Benefit Plan Number of Shares
Octel Communications Corporation 1996
Supplemental Stock Plan 500,000
Octel Communications Corporation 1995
Incentive Stock Plan 4,000,000
Octel Communications Corporation 1988
Directors' Stock Option Plan 150,000
VMX, Inc. 1989 Stock Option Plan 100,000
VMX, Inc. 1986 Stock Option Plan 1,500
VMX, Inc. 1983 Stock Option Plan 1,500
Opcom 1982 Incentive Stock Option Plan 1,000
AGCS Savings Plan 2,000,000
AGCS Hourly Savings Plan 2,000,000
; and
WHEREAS, the undersigned is a director and/or officer of the
Company, as indicated below his or 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 and in the name, place and stead of the undersigned, and
in the capacity of the undersigned as a director and/or 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 the undersigned 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 August, 1997.
By /s/ James S. Lusk
Name: James S. Lusk
Title: Vice President and Controller
<PAGE>
Exhibit 24
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 (including an equal number of
Preferred Share Purchase Rights), to be offered under the Plans listed
below:
Benefit Plan Number of Shares
Octel Communications Corporation 1996
Supplemental Stock Plan 500,000
Octel Communications Corporation 1995
Incentive Stock Plan 4,000,000
Octel Communications Corporation 1988
Directors' Stock Option Plan 150,000
VMX, Inc. 1989 Stock Option Plan 100,000
VMX, Inc. 1986 Stock Option Plan 1,500
VMX, Inc. 1983 Stock Option Plan 1,500
Opcom 1982 Incentive Stock Option Plan 1,000
AGCS Savings Plan 2,000,000
AGCS Hourly Savings Plan 2,000,000
; and
WHEREAS, the undersigned is a director and/or officer of the
Company, as indicated below his or 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 and in the name, place and stead of the undersigned, and
in the capacity of the undersigned as a director and/or 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 the undersigned 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 13th day of August, 1997.
By /s/ Carla A. Hills
Name: Carla A. Hills
Title: Director
<PAGE>
Exhibit 24
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 (including an equal number of
Preferred Share Purchase Rights), to be offered under the Plans listed
below:
Benefit Plan Number of Shares
Octel Communications Corporation 1996
Supplemental Stock Plan 500,000
Octel Communications Corporation 1995
Incentive Stock Plan 4,000,000
Octel Communications Corporation 1988
Directors' Stock Option Plan 150,000
VMX, Inc. 1989 Stock Option Plan 100,000
VMX, Inc. 1986 Stock Option Plan 1,500
VMX, Inc. 1983 Stock Option Plan 1,500
Opcom 1982 Incentive Stock Option Plan 1,000
AGCS Savings Plan 2,000,000
AGCS Hourly Savings Plan 2,000,000
; and
WHEREAS, the undersigned is a director and/or officer of the
Company, as indicated below his or 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 and in the name, place and stead of the undersigned, and
in the capacity of the undersigned as a director and/or 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 the undersigned 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 August, 1997.
By /s/ Drew Lewis
Name: Drew Lewis
Title: Director
<PAGE>
Exhibit 24
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 (including an equal number of
Preferred Share Purchase Rights), to be offered under the Plans listed
below:
Benefit Plan Number of Shares
Octel Communications Corporation 1996
Supplemental Stock Plan 500,000
Octel Communications Corporation 1995
Incentive Stock Plan 4,000,000
Octel Communications Corporation 1988
Directors' Stock Option Plan 150,000
VMX, Inc. 1989 Stock Option Plan 100,000
VMX, Inc. 1986 Stock Option Plan 1,500
VMX, Inc. 1983 Stock Option Plan 1,500
Opcom 1982 Incentive Stock Option Plan 1,000
AGCS Savings Plan 2,000,000
AGCS Hourly Savings Plan 2,000,000
; and
WHEREAS, the undersigned is a director and/or officer of the
Company, as indicated below his or 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 and in the name, place and stead of the undersigned, and
in the capacity of the undersigned as a director and/or 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 the undersigned 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 August, 1997.
By /s/ Richard A. McGinn
Name: Richard A. McGinn
Title: Director
<PAGE>
Exhibit 24
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 (including an equal number of
Preferred Share Purchase Rights), to be offered under the Plans listed
below:
Benefit Plan Number of Shares
Octel Communications Corporation 1996
Supplemental Stock Plan 500,000
Octel Communications Corporation 1995
Incentive Stock Plan 4,000,000
Octel Communications Corporation 1988
Directors' Stock Option Plan 150,000
VMX, Inc. 1989 Stock Option Plan 100,000
VMX, Inc. 1986 Stock Option Plan 1,500
VMX, Inc. 1983 Stock Option Plan 1,500
Opcom 1982 Incentive Stock Option Plan 1,000
AGCS Savings Plan 2,000,000
AGCS Hourly Savings Plan 2,000,000
; and
WHEREAS, the undersigned is a director and/or officer of the
Company, as indicated below his or 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 and in the name, place and stead of the undersigned, and
in the capacity of the undersigned as a director and/or 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 the undersigned 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 August, 1997.
By /s/ Paul H. O'Neill
Name: Paul H. O'Neill
Title: Director
<PAGE>
Exhibit 24
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 (including an equal number of
Preferred Share Purchase Rights), to be offered under the Plans listed
below:
Benefit Plan Number of Shares
Octel Communications Corporation 1996
Supplemental Stock Plan 500,000
Octel Communications Corporation 1995
Incentive Stock Plan 4,000,000
Octel Communications Corporation 1988
Directors' Stock Option Plan 150,000
VMX, Inc. 1989 Stock Option Plan 100,000
VMX, Inc. 1986 Stock Option Plan 1,500
VMX, Inc. 1983 Stock Option Plan 1,500
Opcom 1982 Incentive Stock Option Plan 1,000
AGCS Savings Plan 2,000,000
AGCS Hourly Savings Plan 2,000,000
; and
WHEREAS, the undersigned is a director and/or officer of the
Company, as indicated below his or 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 and in the name, place and stead of the undersigned, and
in the capacity of the undersigned as a director and/or 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 the undersigned 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 30th day of August, 1997.
By /s/ Donald S. Perkins
Name: Donald S. Perkins
Title: Director
<PAGE>
Exhibit 24
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 (including an equal number of
Preferred Share Purchase Rights), to be offered under the Plans listed
below:
Benefit Plan Number of Shares
Octel Communications Corporation 1996
Supplemental Stock Plan 500,000
Octel Communications Corporation 1995
Incentive Stock Plan 4,000,000
Octel Communications Corporation 1988
Directors' Stock Option Plan 150,000
VMX, Inc. 1989 Stock Option Plan 100,000
VMX, Inc. 1986 Stock Option Plan 1,500
VMX, Inc. 1983 Stock Option Plan 1,500
Opcom 1982 Incentive Stock Option Plan 1,000
AGCS Savings Plan 2,000,000
AGCS Hourly Savings Plan 2,000,000
; and
WHEREAS, the undersigned is a director and/or officer of the
Company, as indicated below his or 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 and in the name, place and stead of the undersigned, and
in the capacity of the undersigned as a director and/or 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 the undersigned 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 13th day of August, 1997.
By /s/ Franklin A. Thomas
Name: Franklin A. Thomas
Title: Director
<PAGE>
Exhibit 24
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 (including an equal number of
Preferred Share Purchase Rights), to be offered under the Plans listed
below:
Benefit Plan Number of Shares
Octel Communications Corporation 1996
Supplemental Stock Plan 500,000
Octel Communications Corporation 1995
Incentive Stock Plan 4,000,000
Octel Communications Corporation 1988
Directors' Stock Option Plan 150,000
VMX, Inc. 1989 Stock Option Plan 100,000
VMX, Inc. 1986 Stock Option Plan 1,500
VMX, Inc. 1983 Stock Option Plan 1,500
Opcom 1982 Incentive Stock Option Plan 1,000
AGCS Savings Plan 2,000,000
AGCS Hourly Savings Plan 2,000,000
; and
WHEREAS, the undersigned is a director and/or officer of the
Company, as indicated below his or 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 and in the name, place and stead of the undersigned, and
in the capacity of the undersigned as a director and/or 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 the undersigned 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 August, 1997.
By /s/ John A. Young
Name: John A. Young
Title: Director
