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REGISTRATION NO. 333-56133
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
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)
YURIE SYSTEMS, INC. AMENDED AND RESTATED 1996 NONSTATUTORY STOCK OPTION PLAN
DATA LABS, INC. 1996 STOCK OPTION 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>
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TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED REGISTERED SHARE PRICE(3)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 1,344,994(2) (3) $27,219,988.57(4) $8,029.90
share, and related Preferred Stock
Purchase Rights (1)
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</TABLE>
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(1) No separate consideration will be received for the Rights, which initially
will trade together with the Common Stock.
(2) Includes 1,341,766 shares registered under the Yurie Systems, Inc. Amended
and Restated 1996 Nonstatutory Stock Option Plan and 3,228 shares
registered under the Data Labs, Inc. 1996 Stock Option Plan.
(3) Under the plans listed above, shares may be purchased upon exercise of
options at an average exercise price of $20.238 per share.
(4) Pursuant to Rule 457(h) under the Securities Act of 1933, represents the
aggregate exercise price of all options under the plans listed above.
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Footnote 2 to the "Calculation of Registration Fee" table on the cover
page of the Registration Statement is amended to read as follows:
(2) Includes 1,341,766 shares registered under the Yurie Systems,
Inc. Amended and Restated 1996 Nonstatutory Stock Option Plan and 3,228
shares registered under the Data Labs, Inc. 1996 Stock Option Plan.
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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
19th day of June, 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: June 19, 1998
Donald S. Perkins #
Henry B. Schacht #
Franklin A. Thomas #
John A. Young #####
