<PAGE> 1
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LUCENT TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3408857
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
600 MOUNTAIN AVE.
MURRAY HILL, NEW JERSEY 07974
(Address of Principal Executive Offices)
LUCENT TECHNOLOGIES INC. LONG TERM SAVINGS PLAN FOR MANAGEMENT EMPLOYEES
LUCENT TECHNOLOGIES INC. LONG TERM SAVINGS AND SECURITY PLAN
(Name of Plan)
FLORENCE L. WALSH
VICE PRESIDENT AND TREASURER
LUCENT TECHNOLOGIES INC.
600 MOUNTAIN AVENUE
MURRAY HILL, NEW JERSEY 07974
(908) 582-8500
(Name, address and telephone number, including area code, of agent for service)
Please send copies of all communications to:
PAMELA F. CRAVEN
VICE PRESIDENT - LAW
LUCENT TECHNOLOGIES INC.
600 MOUNTAIN AVENUE
MURRAY HILL, NEW JERSEY 07974
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED REGISTERED SHARE(1) PRICE(1)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 50,000,000(3) $71.9063 $3,595,315,000 $1,060,617.93
share(2)
Common Stock, par value $.01 per 15,000,000(4) $71.9063 $1,078,594,500 $ 318,185.38
share(2)
Total............................... 65,000,000 $71.9063 $4,673,909,500 $1,378,803.31
- -----------------------------------------------------------------------------------------------------------------
</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 May 14, 1998.
(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
Lucent Technologies Inc. Long Term Savings Plan for Management Employees.
(4) Represents securities to be registered for sale in connection with the
Lucent Technologies Inc. Long Term Savings and Security 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.
<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"), the Lucent Technologies Inc. Long Term Savings
Plan for Management Employees (the "Savings Plan") and the Lucent Technologies
Inc. Long Term Savings and Security Plan (the "Savings and Security 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) Annual Report on Form 10-K for the fiscal year ended
September 30, 1997.
(2) Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1997 and March 31, 1998.
(3) Current Report on Form 8-K dated October 21, 1997, filed
on October 22, 1997.
(4) 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.
(5) 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
<PAGE> 4
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.
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
<PAGE> 5
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 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.
<PAGE> 6
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).
5.1 Opinion of Pamela F. Craven,
Vice President - Law of the registrant, as
to the legality of the securities to be
issued.
5.2(a) Internal Revenue Service Determination
Letter for the Long Term Savings Plan for
Management Employees.
5.2(b) Internal Revenue Service Determination
Letter for the Long Term Savings and
Security Plan.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Pamela F. Craven is
contained in the opinion of counsel filed as
Exhibit 5.1.
24 Powers of Attorney executed by
officers and directors who signed this
registration statement.
The changes required by the Internal Revenue Service in the
Determination Letters filed as Exhibits 5.2(a) and (b) have been made.
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
<PAGE> 7
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
<PAGE> 8
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.
<PAGE> 9
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
15th day of May, 1998.
LUCENT TECHNOLOGIES INC.
By:/s/ James S. Lusk
------------------------------------
Name: James S. Lusk
Title: Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement or amendment thereto has been signed below
by the following persons in the capacities indicated on the date indicated.
Principal Executive Officer: #####
#
Richard A. McGinn Chairman of the Board #
and Chief Executive #
Officer #
#
Principal Financial Officer: #
#
Donald K. Peterson Executive Vice President #
and Chief Financial #
Officer #
#
Principal Accounting Officer: #
#
James S. Lusk Vice President and #### By: /s/ James S. Lusk
Controller #
# (James S. Lusk
Directors: # attorney-in-fact)*
#
Paul A. Allaire # *by power of attorney
Carla A. Hills #
Drew Lewis #
Richard A. McGinn #
Paul H. O'Neill # Date: May 15, 1998
Donald S. Perkins #
Henry B. Schacht #
Franklin A. Thomas #
John A. Young #####
<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 Morristown, State of New
Jersey, on this 15th day of May, 1998.
LUCENT TECHNOLOGIES INC. LONG TERM
SAVINGS PLAN FOR MANAGEMENT
EMPLOYEES
By: /s/ Raymond Polese
--------------------
Name:Raymond Polese
Title:Staff Manager
<PAGE> 11
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 Morristown, State of New
Jersey, on this 15th day of May, 1998.
LUCENT TECHNOLOGIES INC. LONG TERM
SAVINGS AND SECURITY PLAN
By: /s/ Raymond Polese
-----------------------
Name: Raymond Polese
Title:Staff Manager
<PAGE> 12
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).
5.1 Opinion of Pamela F. Craven, Vice President - Law of the registrant, as
to the legality of the securities to be issued.
5.2(a) Internal Revenue Service Determination Letter for the Long Term
Savings Plan for Management Employees.
5.2(b) Internal Revenue Service Determination Letter for the Long Term
Savings and Security Plan.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Pamela F. Craven is contained in the opinion of counsel
filed as Exhibit 5.1.
24 Powers of Attorney executed by officers and directors who signed this
registration statement.
<PAGE> 1
EXHIBIT 5.1
PAMELA F. CRAVEN
VICE PRESIDENT - LAW
LUCENT TECHNOLOGIES INC.
ROOM 6A-311
600 MOUNTAIN AVENUE
MURRAY HILL, NJ 07974
TELEPHONE 908 582-7897
FACSIMILE 908 582-6978
May 15, 1998
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 50,000,000 common shares (par value $.01 per share) of the Company
(the "LTSPME Shares") which may be offered and sold by the Company under the
Lucent Technologies Inc. Long Term Savings Plan for Management Employees (the
"Savings Plan") and 15,000,000 common shares (par value $.01 per share) of the
Company which may be offered and sold by the Company under the Lucent
Technologies Inc. Long Term Savings and Security Plan (the "Savings and Security
Plan" and, together with the Savings Plan, the "Plans"), (the "LTSSP Shares"
and, together with the LTSPME Shares, the "Shares") which Shares, under the
terms of the Plans may be authorized and unissued shares, treasury shares, or
shares purchased on the open market or otherwise, I am of the opinion that all
proper corporate proceedings have been taken so that any Shares to be offered
and sold which are of original issuance, upon sale and payment therefor in
accordance with the Plans and the resolutions of the Board of Directors relating
to the offering and sale of common shares thereunder, will be legally issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion with the SEC in connection with
the registration statement referred to above.
Very truly yours,
/s/ Pamela F. Craven
<PAGE> 1
EXHIBIT 5.2(a)
Internal Revenue Service Department of the Treasury
District Director
P.O. Box 2508
Cincinnati OH 45201
EMPLOYER IDENTIFICATION NUMBER:
22-3408857
Date: January 14, 1998 DLN:
17007195033007
PERSON TO CONTACT:
CINDY PERRY
CONTACT TELEPHONE NUMBER:
LUCENT TECHNOLOGIES INC. (513) 241-5199
C/O KATHY A LAWLER ESQ PLAN NAME:
PITNEY HARDIN KIPP & SZUCH LONG TERM SAVINGS
PO BOX 1945 PLAN FOR MANAGEMENT
MORRISTOWN, NJ 07962-1945 EMPLOYEES
PLAN NUMBER:
003
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some events that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated January 6, 1998. The proposed amendments should
be adopted on or before the date prescribed by the regulations under Code
section 401(b).
This determination letter is applicable for the amendment(s) adopted on
July 16, 1997.
This determination letter is applicable for the plan adopted on September
18, 1996.
Letter 835 (DO/CG)
<PAGE> 2
-2-
LUCENT TECHNOLOGIES INC.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefitting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
Except as otherwise specified this letter may not be relied upon with
respect to whether the plan satisfies the qualification requirements as
amended by the Uruguay Round Agreements Act, Pub. L. 103-465 and by the Small
Business Job Protection Act of 1996 (SBJPA), Pub. L. 104-108, other than the
requirements of Code section 401(a)(26).
This letter considers the amendments required by the Tax Reform Act of
1986, except as otherwise specified in this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Herbert J. Huff
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans Letter 835(DO/CG)
<PAGE> 1
EXHIBIT 5.2(b)
Internal Revenue Service Department of the Treasury
District Director SegNr: 001124
Cincinnati Service Center Letter 835 (DO/CG)
P.O. Box 2508
Cincinnati OH 45201
EMPLOYER IDENTIFICATION NUMBER:
22-3408857
Date: January 14, 1998 DLN:
17007195034007
PERSON TO CONTACT:
CINDY PERRY
CONTACT TELEPHONE NUMBER:
LUCENT TECHNOLOGIES INC. (513) 241-5199
C/O KATHY A LAWLER ESQ PLAN NAME:
PITNEY HARDIN KIPP & SZUCH LONG TERM SAVINGS &
PO BOX 1945 SECURITY PLAN
MORRISTOWN, NJ 07962-1945 PLAN NUMBER:
004
Dear Applicant:
We have made a favorable determination on your plan, identified above, based on
the information supplied. Please keep this letter in your permanent records.
Continued qualification of the plan under its present form will depend on its
effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.)
We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable determination
letter, points out some events that may affect the qualified status of your
employee retirement plan, and provides information on the reporting requirements
for your plan. It also describes some events that automatically nullify it. It
is very important that you read the publication.
This letter relates only to the status of your plan under the Internal Revenue
Code. It is not a determination regarding the effect of other federal or local
statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated January 6, 1998. The proposed amendments should
be adopted on or before the date prescribed by the regulations under Code
section 401(b).
This determination letter is applicable for the plan adopted on September 18,
1996.
This plan satisfies the requirements of Code section 4975(e)(7).
Letter 835 (DO/CG)
<PAGE> 2
-2-
LUCENT TECHNOLOGIES INC.
This plan has been mandatorily disaggregated , permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
At your request, this determination letter does not express an opinion, and may
not be relied on with respect to, whether the nondiscrimination in amount
requirement of section 1.401(a)(4)-1(b)(2) of the regulations has been
satisfied.
This plan satisfies the nondiscriminatory current availability requirements of
section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefitting for purposes of demonstrating that
the plan satisfies the minimum coverage requirements of section 410(b) of the
Code.
Except as otherwise specified this letter may not be relied upon with respect
to whether the plan satisfies the qualification requirements as amended by
the Uruguay Round Agreements Act, Pub. L. 103-465 and by the Small Business
Job Protection Act of 1996 (SBJPA), Pub. L. 104-108, other than the
requirements of Code section 401(a)(26).
This letter considers the amendments required by the Tax Reform Act of 1986,
except as otherwise specified in this letter.
We have sent a copy of this letter to your representative as indicated in the
power of attorney.
If you have questions concerning this matter, please contact the person whose
name and telephone number are shown above.
Sincerely yours,
/s/ C. Ashley Bullard
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Letter 835 (DO/CG)
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Lucent Technologies Inc. on Form S-8, relating to the Lucent Technologies Inc.
Long Term Savings Plan for Management Employees and the Lucent Technologies Inc.
Long Term Savings and Security Plan, of our reports dated October 21, 1997, on
our audits of the consolidated financial statements and financial statement
schedule of Lucent Technologies Inc. and subsidiaries as of September 30, 1997
and 1996, and for the year and nine-month period ended September 30, 1997 and
1996, respectively, and the year ended December 31, 1995, which reports are
included in the Company's Annual Report on Form 10-K.
/s/ Coopers & Lybrand
New York, New York
May 15, 1998
<PAGE> 1
EXHIBIT 23.2
Consent of Pamela F. Craven is contained in the opinion of counsel filed as
Exhibit 5.1.
<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 100,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Optimay
Corporation Stock Option Plan; and
WHEREAS, 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 50,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings Plan for Management Employees; and
WHEREAS, 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 15,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings and Security Plan; 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.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.
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 100,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Optimay
Corporation Stock Option Plan; and
WHEREAS, 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 50,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings Plan for Management Employees; and
WHEREAS, 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 15,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings and Security Plan; 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.
<PAGE> 4
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.
By: /s/ Carla A. Hills
-------------------------
Name: Carla A. Hills
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 100,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Optimay
Corporation Stock Option Plan; and
WHEREAS, 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 50,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings Plan for Management Employees; and
WHEREAS, 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 15,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings and Security Plan; 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.
<PAGE> 6
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.
By: /s/ Drew Lewis
-----------------
Name: Drew Lewis
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 100,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Optimay
Corporation Stock Option Plan; and
WHEREAS, 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 50,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings Plan for Management Employees; and
WHEREAS, 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 15,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings and Security Plan; 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.
<PAGE> 8
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.
By: /s/ Richard A. McGinn
--------------------------------
Name: Richard A. McGinn
Title: Chairman of the Board
and Chief Executive
Officer
<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 100,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Optimay
Corporation Stock Option Plan; and
WHEREAS, 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 50,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings Plan for Management Employees; and
WHEREAS, 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 15,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings and Security Plan; 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.
<PAGE> 10
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.
By: /s/ Paul H. O'Neill
--------------------------
Name: Paul H. O'Neill
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 100,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Optimay
Corporation Stock Option Plan; and
WHEREAS, 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 50,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings Plan for Management Employees; and
WHEREAS, 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 15,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings and Security Plan; 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.
<PAGE> 12
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.
By: /s/ Donald S. Perkins
---------------------------
Name: Donald S. Perkins
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 100,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Optimay
Corporation Stock Option Plan; and
WHEREAS, 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 50,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings Plan for Management Employees; and
WHEREAS, 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 15,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings and Security Plan; 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.
<PAGE> 14
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.
By: /s/ Henry B. Schacht
---------------------------
Name: Henry B. Schacht
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 100,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Optimay
Corporation Stock Option Plan; and
WHEREAS, 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 50,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings Plan for Management Employees; and
WHEREAS, 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 15,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings and Security Plan; 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.
<PAGE> 16
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.
By: /s/ Franklin A. Thomas
-----------------------------
Name: Franklin A. Thomas
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 100,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Optimay
Corporation Stock Option Plan; and
WHEREAS, 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 50,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings Plan for Management Employees; and
WHEREAS, 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 15,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings and Security Plan; 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.
<PAGE> 18
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.
By: /s/ John A. Young
------------------------
Name: John A. Young
Title: Director
<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 100,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Optimay
Corporation Stock Option Plan; and
WHEREAS, 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 50,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings Plan for Management Employees; and
WHEREAS, 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 15,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings and Security Plan; 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.
<PAGE> 20
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.
By: /s/ Donald K. Peterson
----------------------------------
Name: Donald K. Peterson
Title: Executive Vice
President and
Chief Financial Officer
<PAGE> 21
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 100,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Optimay
Corporation Stock Option Plan; and
WHEREAS, 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 50,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings Plan for Management Employees; and
WHEREAS, 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 15,000,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Lucent
Technologies Inc. Long Term Savings and Security Plan; 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.
<PAGE> 22
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.
By: /s/ James S. Lusk
-----------------------------
Name: James S. Lusk
Title: Vice President and
Controller
