<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)
PROMINET CORPORATION 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:
RICHARD J. RAWSON
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
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 $.01 per 217,179 (2) $775,981(3) $228.91
share, and related Preferred Stock
Purchase Rights (1) .................
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
(1) No separate consideration will be received for the Rights, which
initially will trade together with the Common Stock.
(2) Under the plan listed above, shares may be purchased upon exercise of
options at an average exercise price of $3.573 per share.
(3) 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> 3
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by Lucent Technologies Inc.
(the "Company" or "Lucent Technologies") with the Securities and Exchange
Commission (the "SEC") and are incorporated herein by reference (File No.
001-11639):
(1) Annual Report on Form 10-K for the fiscal year ended September 30,
1997.
(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
Technologies with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") and prior to the filing of
a post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and made a part hereof
from their respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently filed by
Lucent Technologies pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act in each year during which the offering made hereby is in effect
prior to the filing with the SEC of Lucent Technologies' Annual Report on Form
10-K covering such year shall not be Incorporated Documents or be incorporated
by reference herein or be a part hereof from and after the filing of such Annual
Report on Form 10-K.
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in
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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 or is involved in any action, suit or
proceeding, whether
<PAGE> 5
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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 Technologies are covered by
insurance policies indemnifying against certain liabilities, including certain
liabilities arising under the Securities Act of 1933 (the "1933 Act"), which
might be incurred by them in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
<PAGE> 6
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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 Coopers & Lybrand L.L.P.
24 Powers of Attorney executed by officers and directors
who signed this registration statement.
ITEM 9. UNDERTAKINGS
(1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement:
(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
<PAGE> 7
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registration statement;
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
<PAGE> 8
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is against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.
<PAGE> 9
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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
30th day of January, 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 Chief Executive Officer #
and President #
#
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 # Date: January 30, 1998
Richard A. McGinn #
Paul H. O'Neill #
Donald S. Perkins #
Henry B. Schacht #
Franklin A. Thomas #
John A. Young ####
<PAGE> 10
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 Coopers & Lybrand L.L.P.
24 Powers of Attorney executed by officers and directors
who signed this registration statement.
<PAGE> 1
Exhibit 5
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
January 30, 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 217,179 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 Prominet Corporation 1996 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 23.2
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 Prominet Corporation 1996
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/Coopers & Lybrand L.L.P.
New York, New York
January 30, 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 (on Form S-3, Form S-4, Form
S-8 or any other appropriate Form) with respect to the issuance of common
shares, par value $.01 per share, of the Company (including the related
Preferred Share Purchase Rights), in connection with the proposed merger of the
Company or a subsidiary of the Company and Prominet Corporation; 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 12th day of December, 1997.
By: /s/ Henry B. Schacht
----------------------------
Name: Henry B. Schacht
Title: Chairman of the Board
<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 (on Form S-3, Form S-4, Form
S-8 or any other appropriate Form) with respect to the issuance of common
shares, par value $.01 per share, of the Company (including the related
Preferred Share Purchase Rights), in connection with the proposed merger of the
Company or a subsidiary of the Company and Prominet Corporation; 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 12th day of December, 1997.
By: /s/ Paul A. Allaire
----------------------
Name: Paul A. Allaire
Title: Director
<PAGE> 3
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-3, Form S-4, Form
S-8 or any other appropriate Form) with respect to the issuance of common
shares, par value $.01 per share, of the Company (including the related
Preferred Share Purchase Rights), in connection with the proposed merger of the
Company or a subsidiary of the Company and Prominet Corporation; 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 12th day of December, 1997.
By: /s/ Carla A. Hills
---------------------
Name: Carla A. Hills
Title: Director
<PAGE> 4
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-3, Form S-4, Form
S-8 or any other appropriate Form) with respect to the issuance of common
shares, par value $.01 per share, of the Company (including the related
Preferred Share Purchase Rights), in connection with the proposed merger of the
Company or a subsidiary of the Company and Prominet Corporation; 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 12th day of December, 1997.
By: /s/ Drew Lewis
-----------------
Name: Drew Lewis
Title: Director
<PAGE> 5
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-3, Form S-4, Form
S-8 or any other appropriate Form) with respect to the issuance of common
shares, par value $.01 per share, of the Company (including the related
Preferred Share Purchase Rights), in connection with the proposed merger of the
Company or a subsidiary of the Company and Prominet Corporation; 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 12th day of December, 1997.
By: /s/ Richard A. McGinn
----------------------------------
Name: Richard A. McGinn
Title: Chief Executive Officer and
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 (on Form S-3, Form S-4, Form
S-8 or any other appropriate Form) with respect to the issuance of common
shares, par value $.01 per share, of the Company (including the related
Preferred Share Purchase Rights), in connection with the proposed merger of the
Company or a subsidiary of the Company and Prominet Corporation; 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 12th day of December, 1997.
By: /s/ Paul H. O'Neill
----------------------
Name: Paul H. O'Neill
Title: Director
<PAGE> 7
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-3, Form S-4, Form
S-8 or any other appropriate Form) with respect to the issuance of common
shares, par value $.01 per share, of the Company (including the related
Preferred Share Purchase Rights), in connection with the proposed merger of the
Company or a subsidiary of the Company and Prominet Corporation; 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 12th day of December, 1997.
By: /s Donald S. Perkins
------------------------
Name: Donald S. Perkins
Title: Director
<PAGE> 8
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-3, Form S-4, Form
S-8 or any other appropriate Form) with respect to the issuance of common
shares, par value $.01 per share, of the Company (including the related
Preferred Share Purchase Rights), in connection with the proposed merger of the
Company or a subsidiary of the Company and Prominet Corporation; 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 8th day of December, 1997.
By: /s/ Franklin A. Thomas
-------------------------
Name: Franklin A. Thomas
Title: Director
<PAGE> 9
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-3, Form S-4, Form
S-8 or any other appropriate Form) with respect to the issuance of common
shares, par value $.01 per share, of the Company (including the related
Preferred Share Purchase Rights), in connection with the proposed merger of the
Company or a subsidiary of the Company and Prominet Corporation; 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 12th day of December, 1997.
By: /s/ John A. Young
--------------------
Name: John A. Young
Title: Director
<PAGE> 10
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-3, Form S-4, Form
S-8 or any other appropriate Form) with respect to the issuance of common
shares, par value $.01 per share, of the Company (including the related
Preferred Share Purchase Rights), in connection with the proposed merger of the
Company or a subsidiary of the Company and Prominet Corporation; 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 12th day of December, 1997.
By: 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 (on Form S-3, Form S-4, Form
S-8 or any other appropriate Form) with respect to the issuance of common
shares, par value $.01 per share, of the Company (including the related
Preferred Share Purchase Rights), in connection with the proposed merger of the
Company or a subsidiary of the Company and Prominet Corporation; 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 12th day of December, 1997.
By: /s/ James S. Lusk
-------------------------
Name: James S. Lusk
Title: Vice President and
Controller
