LUCENT TECHNOLOGIES INC
S-8, 1998-09-29
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<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. 1998 GLOBAL 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>
- -------------------------------------------------------------------------------------------------
     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
- -------------------------------------------------------------------------------------------------
<S>                       <C>          <C>                  <C>                  <C>        
Common Stock, par value   1,000,000     $74.6875            $74,687,500(2)       $22,032.81
$.01 per share, and
related Preferred Stock
Purchase Rights (1)
- -------------------------------------------------------------------------------------------------
</TABLE>

(1)      No separate consideration will be received for the Rights, which
         initially will trade together with the Common Stock.

(2)      Pursuant to Rule 457(h) under the Securities Act of 1933, represents
         the aggregate exercise price of all options under the plan listed
         above.

================================================================================

<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") 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, March 31, 1998 and June 30, 1998.

         (2)      Current Report on Form 8-K dated October 21, 1997, filed on
                  October 22, 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 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 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's 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.
<PAGE>   3
         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 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 
<PAGE>   4
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, By-laws, 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 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.
<PAGE>   5
ITEM 8. EXHIBITS

          Exhibit
          Number                  Description
          ------                  -----------

            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 PricewaterhouseCoopers LLP

            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:

                  (a) to include any prospectus required by Section 10(a)(3) of
         the 1933 Act;

                  (b) 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; and

                  (c) 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;
<PAGE>   6
provided, however, that paragraphs 1(a) and 1(b) 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.
<PAGE>   7
                                   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 29th
day of September, 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: September 29, 1998
      Donald S. Perkins                            #
      Henry B. Schacht                             #
      Franklin A. Thomas                           #
      John A. Young                             ####
<PAGE>   8
                                EXHIBIT INDEX
                                -------------         



          Exhibit
          Number                  Description
          ------                  -----------

            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 PricewaterhouseCoopers LLP

            24          Powers of Attorney executed by officers and directors
                        who signed this registration statement.
                       


<PAGE>   1
                                                                       EXHIBIT 5


                    [LETTERHEAD OF PAMELA F. CRAVEN]




September 29, 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 1,000,000 common shares, par value $.01 per share, (including an
equal number of Preferred Share 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. 1998 Global Stock Option Plan
(the "Plan"), 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 Plan 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 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.
1998 Global Stock Option 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/ PricewaterhouseCoopers LLP
New York, New York
September 29, 1998

<PAGE>   1
                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share
(including an equal number of Preferred Share Purchase Rights), to be offered
under the Plans listed below:

<TABLE>
<CAPTION>
            Benefit Plan                        Number of Shares
            ------------                        ----------------
<S>                                             <C> 
      Lucent Technologies Inc. 1996
      Long Term Incentive Program                  25,000,000

      Lucent Technologies Inc. 1998
      Global Stock Option Plan                     18,000,000
</TABLE>

; 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 17th day of September, 1998.


                                    By: /s/ Paul A. Allaire
                                    Name:  Paul A. Allaire
                                    Title: Director
<PAGE>   2
                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share
(including an equal number of Preferred Share Purchase Rights), to be offered
under the Plans listed below:

<TABLE>
<CAPTION>
            Benefit Plan                        Number of Shares
            ------------                        ----------------
<S>                                             <C> 
      Lucent Technologies Inc. 1996
      Long Term Incentive Program                  25,000,000

      Lucent Technologies Inc. 1998
      Global Stock Option Plan                     18,000,000
</TABLE>

; 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 17th day of September, 1998.



                                    By: /s/ Carla A. Hills
                                    Name:  Carla A. Hills
                                    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 the following number of common shares, par value $.01 per share
(including an equal number of Preferred Share Purchase Rights), to be offered
under the Plans listed below:

<TABLE>
<CAPTION>
            Benefit Plan                        Number of Shares
            ------------                        ----------------
<S>                                             <C> 
      Lucent Technologies Inc. 1996
      Long Term Incentive Program                  25,000,000

      Lucent Technologies Inc. 1998
      Global Stock Option Plan                     18,000,000
</TABLE>

; 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 17th day of September, 1998.


                                     By: /s/ Drew Lewis
                                     Name:  Drew Lewis
                                     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 the following number of common shares, par value $.01 per share
(including an equal number of Preferred Share Purchase Rights), to be offered
under the Plans listed below:

<TABLE>
<CAPTION>
            Benefit Plan                        Number of Shares
            ------------                        ----------------
<S>                                             <C> 
      Lucent Technologies Inc. 1996
      Long Term Incentive Program                  25,000,000

      Lucent Technologies Inc. 1998
      Global Stock Option Plan                     18,000,000
</TABLE>

; 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 18th day of September, 1998.


                                    By: /s/ Richard A. McGinn
                                    Name:  Richard A. McGinn
                                    Title: Chairman of the Board
                                           and Chief Executive
                                           Officer
<PAGE>   5
                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share
(including an equal number of Preferred Share Purchase Rights), to be offered
under the Plans listed below:

<TABLE>
<CAPTION>
            Benefit Plan                        Number of Shares
            ------------                        ----------------
<S>                                             <C> 
      Lucent Technologies Inc. 1996
      Long Term Incentive Program                  25,000,000

      Lucent Technologies Inc. 1998
      Global Stock Option Plan                     18,000,000
</TABLE>

; 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 16th day of September, 1998.


                                    By: /s/ Paul H. O'Neill
                                    Name:  Paul H. O'Neill
                                    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 the following number of common shares, par value $.01 per share
(including an equal number of Preferred Share Purchase Rights), to be offered
under the Plans listed below:

<TABLE>
<CAPTION>
            Benefit Plan                        Number of Shares
            ------------                        ----------------
<S>                                             <C> 
      Lucent Technologies Inc. 1996
      Long Term Incentive Program                  25,000,000

      Lucent Technologies Inc. 1998
      Global Stock Option Plan                     18,000,000
</TABLE>

; 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 17th day of September, 1998.


                                    By: /s/ Donald S. Perkins
                                    Name:  Donald S. Perkins
                                    Title: Director
<PAGE>   7
                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to the following number of common shares, par value $.01 per share
(including an equal number of Preferred Share Purchase Rights), to be offered
under the Plans listed below:

<TABLE>
<CAPTION>
            Benefit Plan                        Number of Shares
            ------------                        ----------------
<S>                                             <C> 
      Lucent Technologies Inc. 1996
      Long Term Incentive Program                  25,000,000

      Lucent Technologies Inc. 1998
      Global Stock Option Plan                     18,000,000
</TABLE>

; 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 17th day of September, 1998.


                                    By: /s/ Henry B. Schacht
                                    Name:  Henry B. Schacht
                                    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 the following number of common shares, par value $.01 per share
(including an equal number of Preferred Share Purchase Rights), to be offered
under the Plans listed below:

<TABLE>
<CAPTION>
            Benefit Plan                        Number of Shares
            ------------                        ----------------
<S>                                             <C> 
      Lucent Technologies Inc. 1996
      Long Term Incentive Program                  25,000,000

      Lucent Technologies Inc. 1998
      Global Stock Option Plan                     18,000,000
</TABLE>

; 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 17th day of September, 1998.


                                    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 the following number of common shares, par value $.01 per share
(including an equal number of Preferred Share Purchase Rights), to be offered
under the Plans listed below:

<TABLE>
<CAPTION>
            Benefit Plan                        Number of Shares
            ------------                        ----------------
<S>                                             <C> 
      Lucent Technologies Inc. 1996
      Long Term Incentive Program                  25,000,000

      Lucent Technologies Inc. 1998
      Global Stock Option Plan                     18,000,000
</TABLE>

; 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 21st day of September, 1998.


                                    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 the following number of common shares, par value $.01 per share
(including an equal number of Preferred Share Purchase Rights), to be offered
under the Plans listed below:

<TABLE>
<CAPTION>
            Benefit Plan                        Number of Shares
            ------------                        ----------------
<S>                                                <C> 
      Lucent Technologies Inc. 1996
      Long Term Incentive Program                  25,000,000

      Lucent Technologies Inc. 1998
      Global Stock Option Plan                     18,000,000
</TABLE>

; 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 21st day of September, 1998.


                                    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 the following number of common shares, par value $.01 per share
(including an equal number of Preferred Share Purchase Rights), to be offered
under the Plans listed below:

<TABLE>
<CAPTION>
            Benefit Plan                        Number of Shares
            ------------                        ----------------
<S>                                             <C> 
      Lucent Technologies Inc. 1996
      Long Term Incentive Program                  25,000,000

      Lucent Technologies Inc. 1998
      Global Stock Option Plan                     18,000,000
</TABLE>

; 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 18th day of September, 1998.



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


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