<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
LUCENT TECHNOLOGIES INC.
A Delaware I.R.S.Emp1oyer
Corporation No. 22-3408857
600 Mountain Ave., Murray Hill, New Jersey 07974
LUCENT TECHNOLOGIES INC. RETIREMENT SAVINGS PLAN
Agent for Service
Florence L. Walsh, Vice President and Treasurer
600 Mountain Ave., Murray Hill, New Jersey 07974
(908) 582-8500
Please send copies of all communications to:
Richard J. Rawson, Senior Vice President, General Counsel and Secretary
600 Mountain Avenue, Murray Hill, New Jersey 07974
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per share(l) price (1) fee
- ------------- ---------- ------------ --------- ---
Common Stock, par 2,000,000 $93.844 $187,688,000 $55,367.96
value $.0l per
share (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 February 17, 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.
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 described herein.
<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 Technologies") and the Lucent Technologies Inc.
Retirement Savings Plan (the "Plan") with the Securities and Exchange Commission
(the "SEC") and are incorporated herein by reference (File No. 001-11639):
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997.
(3) The Company's 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 Plan's Annual Report on Form 11-K for the year ended December
31, 1996.
All documents filed subsequent to the date hereof by the Company or
the Plan 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 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.
<PAGE> 3
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 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.
Item 7. Exemption from Registration Claimed.
Not Applicable.
<PAGE> 4
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 Internal Revenue Service Determination Letter.
23.1 Consents of Coopers & Lybrand L.L.P.
23.2 Consent of Pamela F. Craven is contained in the opinion of
counsel filed as Exhibit 5.
24 Powers of Attorney executed by officers and directors who
signed this registration statement.
The Company undertakes to make the changes to the Plan required by
the IRS in the determination letter filed as Exhibit 5.2.
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 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.
<PAGE> 5
(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 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> 6
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
18th day of February, 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 and 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
# attorney--in--fact)*
Directors: #
# *by power of attorney
Paul A. Allaire #
Carla A. Hills # Date: February 18, 1998
Drew Lewis #
Richard A. McGinn #
Paul H. O'Neill #
Donald S. Perkins #
Henry B. Schacht #
Franklin A. Thomas #
John A. Young #####
<PAGE> 7
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 18th day of February, 1998.
LUCENT TECHNOLOGIES INC. RETIREMENT SAVINGS PLAN
By: /s/ R. Polese
Name: Raymond Polese
Title: Staff Manager
<PAGE> 8
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 Internal Revenue Service Determination Letter.
23.1 Consents of Coopers & Lybrand L.L.P.
23.2 Consent of Pamela F. Craven is contained in the opinion of counsel
filed as Exhibit 5.
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-305
600 MOUNTAIN AVENUE
MURRAY HILL, NJ 07974
TELEPHONE 908 582-7897
FACSIMILE 908 582-6978
February 18, 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 2,000,000 common shares (par value $.01 per share) of the Company
(the "Shares") which may be offered and sold by the Company under the Lucent
Technologies Inc. Retirement Savings Plan (the "Plan"), which shares, under the
terms of the Plan 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 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 5.2
Internal Revenue Service Department of the Treasury
District Director SeqNr: 001121
Cincinnati Service Center Letter 835 (DO/CG)
P.O. Box 2508
Cincinnati OH 45201
Employer Identification Number:
22-3408857
Date: January 14, 1998 DLN:
17007195026007
Person to Contact:
CINDY PERRY
Contact Telephone Number:
LUCENT TECHNOLOGIES INC. (513) 241-5199
475 SOUTH ST 3N037 Plan Name:
MORRISTOWN, NJ 07962-1976 RETIREMENT SAVINGS &
PROFIT SHARING PLAN
Plan Number:
006
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
statues.
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.
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
Reportinq & 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.
Retirement Savings Plan (formerly the Lucent Technologies Inc. Retirement
Savings and Profit Sharing Plan), of our report 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,
respectively, and for the year ended December 31, 1995, which report is included
in the Company's Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
February 18, 1998
<PAGE> 2
<PAGE 2>
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.
Retirement Savings Plan (formerly the Lucent Technologies Inc. Retirement
Savings and Profit Sharing Plan) of our report dated June 23, 1997, on our audit
of the financial statements of the Lucent Technologies Inc. Retirement Savings
Plan as of December 31, 1996 and for the period from October 1, 1996 (date of
inception) to December 31, 1996, and the supplemental schedule as of December
31, 1996, which report is included in the Plan's Annual Report on Form 11-K.
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
February 18, 1998
<PAGE> 1
Exhibit 23.2
Consent of Pamela F. Craven is contained in the opinion of counsel filed as
Exhibit 5.
<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 l933, as
amended, a registration statement or registration statements with respect to the
issuance of up to 2,000,000 common shares, par value $.01 per share (including
an equal number of Preferred Share Purchase Rights), to be offered under the
Lucent Technologies Inc. Retirement Savings 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.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 18th day of February, 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 l933, as
amended, a registration statement or registration statements with respect to the
issuance of up to 2,000,000 common shares, par value $.01 per share (including
an equal number of Preferred Share Purchase Rights), to be offered under the
Lucent Technologies Inc. Retirement Savings 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.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 18th day of February, 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 l933, as
amended, a registration statement or registration statements with respect to the
issuance of up to 2,000,000 common shares, par value $.01 per share (including
an equal number of Preferred Share Purchase Rights), to be offered under the
Lucent Technologies Inc. Retirement Savings 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.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 18th day of February, 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 l933, as
amended, a registration statement or registration statements with respect to the
issuance of up to 2,000,000 common shares, par value $.01 per share (including
an equal number of Preferred Share Purchase Rights), to be offered under the
Lucent Technologies Inc. Retirement Savings 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.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 18th day of February, 1998.
By: /s/ Richard A. McGinn
Name: Richard A. McGinn
Title: Chief Executive Officer
and Chairman of the Board
<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 l933, as
amended, a registration statement or registration statements with respect to the
issuance of up to 2,000,000 common shares, par value $.01 per share (including
an equal number of Preferred Share Purchase Rights), to be offered under the
Lucent Technologies Inc. Retirement Savings 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.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 18th day of February, 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 l933, as
amended, a registration statement or registration statements with respect to the
issuance of up to 2,000,000 common shares, par value $.01 per share (including
an equal number of Preferred Share Purchase Rights), to be offered under the
Lucent Technologies Inc. Retirement Savings 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.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 18th day of February, 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 l933, as
amended, a registration statement or registration statements with respect to the
issuance of up to 2,000,000 common shares, par value $.01 per share (including
an equal number of Preferred Share Purchase Rights), to be offered under the
Lucent Technologies Inc. Retirement Savings 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.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 18th day of February, 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 l933, as
amended, a registration statement or registration statements with respect to the
issuance of up to 2,000,000 common shares, par value $.01 per share (including
an equal number of Preferred Share Purchase Rights), to be offered under the
Lucent Technologies Inc. Retirement Savings 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.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 18th day of February, 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 l933, as
amended, a registration statement or registration statements with respect to the
issuance of up to 2,000,000 common shares, par value $.01 per share (including
an equal number of Preferred Share Purchase Rights), to be offered under the
Lucent Technologies Inc. Retirement Savings 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.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 18th day of February, 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 l933, as
amended, a registration statement or registration statements with respect to the
issuance of up to 2,000,000 common shares, par value $.01 per share (including
an equal number of Preferred Share Purchase Rights), to be offered under the
Lucent Technologies Inc. Retirement Savings 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.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 18th day of February, 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 l933, as
amended, a registration statement or registration statements with respect to the
issuance of up to 2,000,000 common shares, par value $.01 per share (including
an equal number of Preferred Share Purchase Rights), to be offered under the
Lucent Technologies Inc. Retirement Savings 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.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 18th day of February, 1998.
By: /s/ James S. Lusk
Name: James S. Lusk
Title: Vice President and
Controller
