<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
----------
LUCENT TECHNOLOGIES INC.
A Delaware I.R.S. Employer
Corporation No. 22-3408857
600 Mountain Ave., Murray Hill, New Jersey 07974
----------
AGCS SAVINGS PLAN
AGCS HOURLY SAVINGS PLAN
----------
Agent for Service
Florence L. Walsh, Vice President and Treasurer
600 Mountain Ave., Murray Hill, New Jersey 07974
(908) 582-8500
Please send copies of all communications to:
Richard J. Rawson, Senior Vice President, General Counsel and Secretary
600 Mountain Avenue, Murray Hill, New Jersey 07974
----------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================
+ + Proposed + Proposed +
+ + maximum + maximum +
Title of + Amount + offering + aggregate + Amount of
securities to + to be + price + offering +registration
be registered + registered + per share(1) + price(1) + fee
=================================================================================
<S> <C> <C> <C> <C>
Common Stock, par + 1,600,000(3) + $80.75 + $129,200,000 + $39,151.52
value $.01 per + + + +
share(2) + + + +
=================================================================================
Common Stock, par + 400,000(4) + $80.75 + $ 32,300,000 + $ 9,787.88
value $.01 per + + + +
share(2) + + + +
=================================================================================
Total + 2,000,000 + $80.75 + $161,500,000 + $48,939.40
=================================================================================
</TABLE>
<PAGE> 2
(1) Estimated solely for the purpose of calculating the registration
fee and, pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low sale prices of the Common Stock of Lucent
Technologies Inc. on the New York Stock Exchange on August 18, 1997.
(2) Including the related Preferred Share Purchase Rights. No separate
consideration will be received for the Preferred Share Purchase Rights, which
initially will trade together with the Common Stock.
(3) Represents securities to be registered for sale in connection with
the AGCS Savings Plan.
(4) Represents securities to be registered for sale in connection with
the AGCS Hourly Savings Plan.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan(s) described herein.
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<PAGE> 3
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"), the AGCS Savings Plan (the "Savings
Plan") and the AGCS Hourly Savings Plan (the "Hourly Savings Plan" and, together
with the Savings Plan, the "Plans") with the Securities and Exchange Commission
(the "SEC") and are incorporated herein by reference (File No. 001-11639):
(1) The Company's Transition Report on Form 10-K for the
transition period from January 1, 1996 through September 30,
1996.
(2) The Company's 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.
(4) The Plans' Annual Reports on Form 11-K for the year ended
December 31, 1996.
All documents, filed subsequent to the date hereof by the Company or
the Plans with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") and prior to the filing of
a post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and made a part hereof
from their respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
PROVIDED, HOWEVER, that the documents enumerated above or subsequently filed by
Lucent Technologies pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act in each year during which the offering made hereby is in effect
prior to the filing with the SEC of Lucent Technologies' Annual Report on Form
10-K covering such year shall not be Incorporated Documents or be incorporated
by reference herein or be a part hereof from and after the filing of such Annual
Report on Form 10-K.
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so
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<PAGE> 4
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.
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
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<PAGE> 5
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, Bylaws,
agreement, vote of stockholders or disinterested directors or otherwise. No
repeal or modification of such provision will in any way diminish or adversely
affect the rights of any director, officer, employee or agent of the Company
thereunder in respect of any occurrence or matter arising prior to any such
repeal or modification.
The Certificate also specifically authorizes the Company to maintain
insurance and to grant similar indemnification rights to employees or agents of
the Company. The directors and officers of Lucent Technologies are covered by
insurance policies indemnifying against certain liabilities, including certain
liabilities arising under the Securities Act of 1933 (the "1933 Act"), which
might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number
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)
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen LLP.
24 Powers of Attorney executed by officers and directors who
signed this registration statement.
The Company undertakes to submit, or cause to be submitted, the Plans
and any amendments thereto to the Internal Revenue Service (the "IRS") in a
timely manner and will make changes required by the IRS in order to qualify the
Plans under Section 401 of the Internal Revenue Code.
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:
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<PAGE> 6
(i) To include any prospectus required by Section 10(a)(3) of
the 1933 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
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 and
each filing of the Plan's annual report pursuant to Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(5) 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
-6-
<PAGE> 7
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
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<PAGE> 8
SIGNATURES
The Company
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 19th
day of August, 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 and on the date indicated.
#
Principal Executive Officer: #
#
Henry B. Schacht Chairman of the Board #
and Chief Executive #
Officer #
Principal Financial Officer: #
#
Donald K. Peterson Executive Vice President#
and Chief Financial #
Officer #
#
Principal Accounting Officer: #
#
James S. Lusk Vice President and ###By: /s/ James S. Lusk
Controller # _________________
Directors: # (James S. Lusk
# attorney-in-fact)*
#
Paul A. Allaire #
Carla A. Hills #
Drew Lewis # August 19th, 1997
Richard A. McGinn #
Paul H. O'Neill #
Henry B. Schacht #
Franklin A. Thomas # *by power of attorney
John A. Young #
#
-8-
<PAGE> 9
SIGNATURES
The Plan
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Phoenix, State of
Arizona, on this 19th day of August, 1997.
AGCS SAVINGS PLAN
By: /s/ G. L. Grim
----------------------------
Name: G. L. Grim
Title: Leader, HR Design & Process
-10-
<PAGE> 10
SIGNATURES
The Plan
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Phoenix, State of
Arizona, on this 19th day of August, 1997.
AGCS HOURLY SAVINGS PLAN
By: /s/ G. L. Grim
----------------------------
Name: G. L. Grim
Title: Leader, HR Design & Process
-10-
<PAGE> 11
EXHIBIT INDEX
Exhibit
Number
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)
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen LLP.
24 Powers of Attorney executed by officers and directors who
signed this registration statement.
-11-
<PAGE> 1
Exhibit 23.1
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 AGCS Savings Plan and the
AGCS Hourly Savings 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
August 19, 1997
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference, in Lucent Technologies Inc.'s registration statement on Form S-8, of
our reports dated June 23, 1997 included in AGCS Hourly Savings Plan's and AGCS
Savings Plan's Annual Reports on Forms 11-K for the year ended December 31, 1996
and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Phoenix, Arizona,
August 18, 1997.
<PAGE> 1
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 500,000
Supplemental Stock Plan
Octel Communications Corporation 1995 4,000,000
Incentive Stock Plan
Octel Communications Corporation 1988 150,000
Directors' Stock Option Plan
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
<PAGE> 2
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> 3
Exhibit 24
POWERS 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 500,000
Supplemental Stock Plan
Octel Communications Corporation 1995 4,000,000
Incentive Stock Plan
Octel Communications Corporation 1988 150,000
Directors' Stock Option Plan
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
<PAGE> 4
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> 5
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 500,000
Supplemental Stock Plan
Octel Communications Corporation 1995 4,000,000
Incentive Stock Plan
Octel Communications Corporation 1988 150,000
Directors' Stock Option Plan
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
<PAGE> 6
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> 7
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 500,000
Supplemental Stock Plan
Octel Communications Corporation 1995 4,000,000
Incentive Stock Plan
Octel Communications Corporation 1988 150,000
Directors' Stock Option Plan
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
<PAGE> 8
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> 9
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 500,000
Supplemental Stock Plan
Octel Communications Corporation 1995 4,000,000
Incentive Stock Plan
Octel Communications Corporation 1988 150,000
Directors' Stock Option Plan
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
<PAGE> 10
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> 11
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 500,000
Supplemental Stock Plan
Octel Communications Corporation 1995 4,000,000
Incentive Stock Plan
Octel Communications Corporation 1988 150,000
Directors' Stock Option Plan
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
<PAGE> 12
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> 13
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 500,000
Supplemental Stock Plan
Octel Communications Corporation 1995 4,000,000
Incentive Stock Plan
Octel Communications Corporation 1988 150,000
Directors' Stock Option Plan
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
<PAGE> 14
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> 15
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 500,000
Supplemental Stock Plan
Octel Communications Corporation 1995 4,000,000
Incentive Stock Plan
Octel Communications Corporation 1988 150,000
Directors' Stock Option Plan
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
<PAGE> 16
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
<PAGE> 17
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 500,000
Supplemental Stock Plan
Octel Communications Corporation 1995 4,000,000
Incentive Stock Plan
Octel Communications Corporation 1988 150,000
Directors' Stock Option Plan
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
<PAGE> 18
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> 19
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 500,000
Supplemental Stock Plan
Octel Communications Corporation 1995 4,000,000
Incentive Stock Plan
Octel Communications Corporation 1988 150,000
Directors' Stock Option Plan
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
<PAGE> 20
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
