<PAGE> 1
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
Lucent Technologies Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-3408857
(State of incorporation or organization) (I.R.S. Employer Identification No.)
600 Mountain Avenue, Murray Hill, NJ 07974
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration file number to which this form relates:333-01223
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
6.50% Debentures due January 15, 2028 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
The material set forth in the section captioned "Description of the Notes" in
the Registrant's Amendment No. 3 to Form S-3 Registration Statement
(Registration No. 333-01223), filed with the Securities and Exchange Commission
on April 1, 1996, as supplemented by the Prospectus Supplement dated January 6,
1998, filed with the SEC on January 7, 1998, is incorporated herein by
reference.
Item 2. Exhibits
1. Indenture, dated as of April 1, 1996, between the Registrant and The
Bank of New York, as trustee, relating to an unlimited principal amount
of the Registrant's unsecured debentures, notes or other evidences of
indebtedness, is incorporated herein by reference from the Registrant's
Amendment No. 3 to Form S-3 Registration Statement (Registration No.
333-01223) filed with the Securities and Exchange Commission on April
1, 1996.
2. Specimen Debenture.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized, on this 7th day of
January, 1998.
LUCENT TECHNOLOGIES INC.
By: /s/ Florence L. Walsh
----------------------------------
Name: Florence L. Walsh
Title: Vice President and Treasurer
<PAGE> 4
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1. Indenture, dated as of April 1, 1996, between the Registrant
and The Bank of New York, as trustee, relating to an unlimited
principal amount of the Registrant's unsecured debentures, notes
or other evidences of indebtedness, is incorporated herein by
reference from the Registrant's Amendment No. 3 to Form S-3
Registration Statement (Registration No. 333-01223) filed with
the Securities and Exchange Commission on April 1, 1996.
2. Specimen Debenture.
<PAGE> 1
Exhibit 2
Form of Debenture
Permanent Global Registered Fixed Rate Security
THIS DEBENTURE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. EXCEPT FOR EXCHANGES PURSUANT TO SECTION 2.11(c) OF SUCH
INDENTURE, THIS DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO A NOMINEE OF DTC OR
BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY. UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO LUCENT TECHNOLOGIES INC. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEBENTURE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
LUCENT TECHNOLOGIES INC.
6.50% Debentures due January 15, 2028
REGISTERED CUSIP NO. 549463AC1
No. R-__
Lucent Technologies Inc., a Delaware corporation (herein referred to as the
"Company"), for value received, hereby promises to pay to ________ or registered
assigns the principal sum of ________________ on January 15, 2028 (the "Maturity
Date"), and to pay interest semiannually on January 15 and July 15, commencing
July 15, 1998, on said principal sum at the rate per annum specified in the
title of these Debentures, from January 9, 1998 until the principal hereof is
paid or made available for payment.
Reference is hereby made to the further provisions of this global security (the
"Global Security") set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth in this place.
This Global Security shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been executed by the
Trustee under the Indenture referred to herein.
<PAGE> 2
IN WITNESS WHEREOF, Lucent Technologies Inc. has caused this Global Security to
be duly executed by a duly authorized officer.
Lucent Technologies Inc.
By:___________________
[Title]
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities described in the within-mentioned Indenture.
Dated: __________
The Bank of New York,
As Trustee
By:_____________________
Authorized Signatory
<PAGE> 3
REVERSE OF SECURITY
Payment of the principal of, premium, if any, and interest on, this Global
Security will be made in immediately available funds at the office or agency of
the Trustee maintained for that purpose in the Borough of Manhattan, The City of
New York, State of New York, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for payment of public
and private debts; provided, however, that at the option of the Company, payment
of interest on any Debentures issued in definitive form other than interest due
at the Maturity Date may be made by check mailed to the address of the person
entitled thereto as such address as shall appear in the Debenture register.
Interest due on any day that is not a Business Day shall be paid on the next
Business Day. "Business Day" means any day, other than a Saturday or a Sunday,
and that is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close in The City of New York.
Interest will be paid to persons in whose names the Debentures are registered at
the close of business on the January 1 or July 1, as the case may be, prior to
any interest payment date, except that interest payable at the Maturity Date
shall be paid to the person to whom principal shall be paid. Except as otherwise
set forth in the Indenture, Debentures in definitive form will not be issued.
This debenture is one of a duly authorized issue of securities of the Company,
issued and to be issued under and pursuant to an indenture dated as of April 1,
1996 (herein referred to as the "Indenture"), duly executed and delivered by the
Company to The Bank of New York, as trustee (herein referred to as the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders (the words "Holders" or "Holder" meaning the registered holders or
registered holder) of the Debentures. This debenture is one of a separate Series
of Securities under the Indenture of $300,000,000 in aggregate principal amount
designated as the 6.50% Debentures due January 15, 2028 and referred to herein
as the "Debentures."
In case an Event of Default with respect to the Debentures, as defined in the
Indenture, shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debentures to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the outstanding Debentures. The
Indenture also contains provisions permitting the Holders of not less than a
majority in principal amount of the outstanding Debentures, on behalf of the
Holders of all Debentures, to waive compliance by the Company with certain
provisions of the Indenture. The Indenture also provides that the Holders of not
less than a majority in principal amount of the outstanding Debentures may waive
certain past defaults and their consequences on behalf of the Holders of all
Debentures. Any such consent or waiver by the Holder of any Debenture shall be
conclusive
<PAGE> 4
and binding upon such Holder and upon all future Holders of such Debenture and
of any Debenture issued upon registration of transfer thereof or in exchange
therefor or in lieu thereof whether or not notation of such consent or waiver is
made upon such Debenture.
The Indenture contains provisions setting forth certain conditions to the
institution of proceedings by Holders of Debentures with respect to the
Indenture or for any remedy under the Indenture.
No reference herein to the Indenture and no provision of this Global Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on, these Debentures at the places, at the respective times, at the
rate and in the coin or currency herein prescribed.
The Debentures are issuable as registered Debentures without coupons in
denominations of U.S. $1,000 or any amount in excess thereof which is a multiple
of U.S. $1,000 at the office or agency of the Trustee referred to above and in
the manner and subject to the limitations provided in the Indenture. Debentures
may be exchanged without service charge for like aggregate principal amount of
Debentures.
The Debentures may not be redeemed by the Company prior to the Maturity Date.
Upon due presentment for registration of transfer of this Debenture at the
above-mentioned office or agency of the Trustee, a new Global Security or
Debentures of authorized denominations, for a like aggregate principal amount
will be issued to the transferee as provided in the Indenture. No service charge
shall be made for any such transfer, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto.
The Company, the Trustee and any agent of the Company or the Trustee may deem
and treat the Holder hereof as the absolute owner hereof (whether or not this
Global Security shall be overdue and notwithstanding any notation of ownership
or other writing hereon) for the purpose of receiving payment of or on account
of the principal hereof and subject to the provisions above, of premium or
interest hereon, and for all other purposes and neither the Company nor the
Trustee nor any such agent shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of, premium, if any,
or the interest on, this Global Security or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor corporation
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
<PAGE> 5
This Global Security shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be governed by and construed in
accordance with the laws of said State.
All terms used in this Global Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
<PAGE> 6
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT - _____________________(Cust)__________________(Minor)
Under Uniform Gifts to Minor Act _________________(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]
- ----------------------------------------------------------------
- ----------------------------------------------------------------
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
- ----------------------------------------------------------------
- ----------------------------------------------------------------
the within Debenture and all rights thereunder, hereby irrevocably constituting
and appointing such person attorney to transfer such Debenture on the books of
the Company, with full power of substitution in the premises.
By: ______________________________________________
Date: ____________________________________________
<PAGE> 7
NOTICE: The signature on this assignment must correspond with the name as
written upon the face of the within Debenture in every particular without
alteration or enlargement or any change whatsoever.
