LUCENT TECHNOLOGIES INC
S-8, 1997-03-10
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                                   ----------

                            LUCENT TECHNOLOGIES INC.

             A Delaware                       I.R.S. Employer
             Corporation                      No. 22-3408857

                600 Mountain Ave., Murray Hill, New Jersey 07974

                                   ----------

                            LUCENT TECHNOLOGIES INC.
                            SHARES FOR GROWTH PROGRAM

                                   ----------

                                Agent for Service
                 Florence L. Walsh, Vice President and Treasurer
                600 Mountain Ave., Murray Hill, New Jersey 07974
                                 (908) 582-8500


                  Please send copies of all communications to:
     Richard J. Rawson, Senior Vice President, General Counsel and Secretary
               600 Mountain Avenue, Murray Hill, New Jersey 07974

                                   ----------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
                                     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
value $.01 per share   1,300,000      $44.9746     $58,466,980    $17,717.27
================================================================================
Preferred Share
Purchase Rights(2)
================================================================================
Total                                              $58,466,980    $17,717.27
================================================================================
</TABLE>

                  (1) Estimated solely for the purpose of calculating the
         registration fee and, pursuant to Rule 457(h) under the Securities Act
         of 1933, based on the maximum offering price for shares under the
         Lucent Technologies Inc. Shares for Growth Program.

                  (2) No separate consideration will be received for the Rights,
         which initially will trade together with the Common Stock.
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents have been filed by Lucent Technologies Inc.
(the "Company" or "Lucent Technologies") with the Securities and Exchange
Commission (the "SEC") and are incorporated herein by reference (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 Report on Form 10-Q for the quarter ended December 31,
              1996, filed February 14, 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.

         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.


                                       -2-
<PAGE>   3
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 nave no effect on the availability
of equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care.

         The Certificate provides that each person who was or is made a party to
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative,
(hereinafter a "proceeding"), by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director or
officer of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, will be
indemnified and held harmless by the Company to the fullest extent authorized by
the DGCL, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the Company
to provide broader indemnification rights than said law permitted the Company to
provide prior to such amendment), against all expense, liability and loss
reasonably incurred or suffered by such person in connection therewith. Such
right to indemnification includes the right to have the Company pay the expenses
incurred in defending any such proceeding in advance of its final disposition,
subject to the provisions of the DGCL. Such rights are not exclusive of any
other right which any person may have or thereafter acquire


                                       -3-
<PAGE>   4
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)

          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:

                  (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


                                       -4-
<PAGE>   5
         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
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 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.


                                       -5-
<PAGE>   6
                                   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 10th
day of March, 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                                      #       March 10, 1997
    Richard A. McGinn                               #
    Paul H. O'Neill                                 #
    Donald S. Perkins                               #
    Henry B. Schacht                                #
    Franklin A. Thomas                              #     *by power of attorney
    John A. Young                                   #
                                                    #
                                                ##### 
                                       -6-
<PAGE>   7
                                  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)

           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.


                                      -7-

<PAGE>   1
                                                                       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
         March 10, 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 1,300,000 common shares, par value $.01 per
         share, (including an equal number of Preferred Stock 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 Lucent
         Technologies Inc. Shares for Growth Program (the "Program"), which
         Shares, under the terms of the Program may be authorized and unissued
         shares, treasury shares, or shares purchased on the open market or
         otherwise, I am of the opinion that:

                  1. the Company is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Delaware,
         and

                  2. all proper corporate proceedings have been taken so that
         any Shares to be offered and sold which are of original issuance, upon
         sale and payment therefor in accordance with the Program 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

<PAGE>   1
                                                                    Exhibit 23.1



Consent of Pamela F. Craven is contained in the opinion of counsel filed as
Exhibit 5.

<PAGE>   1
                                                                    Exhibit 23.2



                         CONSENT OF INDEPENDENT ACCOUNTS


We consent to the incorporation by reference in this registration statement of
Lucent Technologies Inc. on Form S-8, relating to the Lucent Technologies Inc.
Shares for Growth Program, of our reports 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 reports are 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
March 7, 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 1,500,000 common shares, par value $.01 per share (including an equal
number of Preferred Stock Purchase Rights), to be offered under the Lucent
Technologies Inc. Shares for Growth Program; 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 7th day of March, 1997.


                                        By:  /s/ Henry B. Schacht
                                             ________________________________
                                             Name: Henry B. Schacht
                                             Title: Chairman of the Board and
                                                      Chief Executive Officer
<PAGE>   2
                                                                      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 1,500,000 common shares, par value $.01 per share (including an equal
number of Preferred Stock Purchase Rights), to be offered under the Lucent
Technologies Inc. Shares for Growth Program; 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 7th day of March, 1997.


                                        By:      /s/ Paul A. Allaire
                                                 ___________________________
                                                 Name: Paul A. Allaire
                                                 Title: Director
<PAGE>   3
                                                                      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 1,500,000 common shares, par value $.01 per share (including an equal
number of Preferred Stock Purchase Rights), to be offered under the Lucent
Technologies Inc. Shares for Growth Program; 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 7th day of March, 1997.


                                        By:      /s/ Carla A. Hills
                                                 __________________________
                                                 Name: Carla A. Hills
                                                 Title: Director
<PAGE>   4
                                                                      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 1,500,000 common shares, par value $.01 per share (including an equal
number of Preferred Stock Purchase Rights), to be offered under the Lucent
Technologies Inc. Shares for Growth Program; 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 7th day of March, 1997.


                                        By:      /s/ Drew Lewis
                                                 ___________________________
                                                 Name: Drew Lewis
                                                 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 1,500,000 common shares, par value $.01 per share (including an equal
number of Preferred Stock Purchase Rights), to be offered under the Lucent
Technologies Inc. Shares for Growth Program; 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 7th day of March, 1997.


                                             By:      /s/ Richard A. McGinn
                                                      __________________________
                                                      Name: Richard A. McGinn
                                                      Title: Director
<PAGE>   6
                                                                      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 1,500,000 common shares, par value $.01 per share (including an equal
number of Preferred Stock Purchase Rights), to be offered under the Lucent
Technologies Inc. Shares for Growth Program; 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 7th day of March, 1997.


                                             By:      /s/ Paul H. O'Neill
                                                      __________________________
                                                      Name: Paul H. O'Neill
                                                      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 1,500,000 common shares, par value $.01 per share (including an equal
number of Preferred Stock Purchase Rights), to be offered under the Lucent
Technologies Inc. Shares for Growth Program; 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 3rd day of March, 1997.


                                             By:      /s/ Donald S. Perkins
                                                      __________________________
                                                      Name: Donald S. Perkins
                                                      Title: Director
<PAGE>   8
                                                                      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 1,500,000 common shares, par value $.01 per share (including an equal
number of Preferred Stock Purchase Rights), to be offered under the Lucent
Technologies Inc. Shares for Growth Program; 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 28th day of February, 1997.


                                             By:      /s/ Franklin A. Thomas
                                                      __________________________
                                                      Name: Franklin A. Thomas
                                                      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 1,500,000 common shares, par value $.01 per share (including an equal
number of Preferred Stock Purchase Rights), to be offered under the Lucent
Technologies Inc. Shares for Growth Program; 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 7th day of March, 1997.


                                             By:      /s/ John A. Young
                                                      __________________________
                                                      Name: John A. Young
                                                      Title: Director
<PAGE>   10
                                                                      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 1,500,000 common shares, par value $.01 per share (including an equal
number of Preferred Stock Purchase Rights), to be offered under the Lucent
Technologies Inc. Shares for Growth Program; 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 3rd day of March, 1997.


                                        By: /s/ Donald K. Peterson
                                            ___________________________________
                                            Name: Donald K. Peterson
                                            Title: Executive Vice President and
                                                     Chief Financial Officer
<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 1,500,000 common shares, par value $.01 per share (including an equal
number of Preferred Stock Purchase Rights), to be offered under the Lucent
Technologies Inc. Shares for Growth Program; 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 7th day of March, 1997.


                                             By:      /s/ James S. Lusk
                                                      _________________________
                                                      Name: James S. Lusk
                                                      Title: Vice President and
                                                               Controller


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