LUCENT TECHNOLOGIES INC
8-A12B, 1999-03-17
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1
                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

           FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT
         TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

                            LUCENT TECHNOLOGIES INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                         <C>
         DELAWARE                                          22-3408857
(State of incorporation or organization)    (I.R.S. Employer Identification No.)
</TABLE>

         600 MOUNTAIN AVENUE, MURRAY HILL, NJ            07974 
       (Address of principal executive officers)       (Zip Code)

If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]

If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]

  Securities Act registration file number to which this form relates: 333-01223

        Securities to be registered pursuant to Section 12(b) of the Act:

<TABLE>
<S>                                                           <C>
Title of each class                                           Name of each exchange on which
to be so registered                                           each class is to be registered

6.45% DEBENTURES DUE MARCH 15, 2029                           NEW YORK STOCK EXCHANGE
                                                              LUXEMBOURG STOCK EXCHANGE
                                                              STOCK EXCHANGE OF SINGAPORE LIMITED
</TABLE>

        Securities to be registered pursuant to Section 12(g) of the Act:
                                      NONE
<PAGE>   2
ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

The material set forth in the section captioned "Description of the Notes" in
the Registrant's Amendment No. 3 to Form S-3 Registration Statement
(Registration No. 333-01223), filed with the Securities and Exchange Commission
pursuant to Rule 415 on April 1, 1996, as supplemented by the Prospectus 
Supplement dated March 10, 1999, filed with the SEC on March 11, 1999, is 
incorporated herein by reference.


ITEM 2.  EXHIBITS

1.       Indenture, dated as of April 1, 1996, between the Registrant and The
         Bank of New York, as trustee, relating to an unlimited principal amount
         of the Registrant's unsecured debentures, notes or other evidences of
         indebtedness, is incorporated herein by reference from the Registrant's
         indebtedness, is incorporated herein by reference from the Registrant's
         Amendment No. 3 to Form S-3 Registration Statement (Registration No.
         333-01223) filed with the Securities and Exchange Commission on April
         1, 1996.

2.       Specimen Debenture.

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<PAGE>   3
                                    SIGNATURE


Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement on Form 8-A to
be signed on its behalf by the undersigned, thereto duly authorized, on this
15th day of March 1999.




LUCENT TECHNOLOGIES INC.



By:      /s/ William R. Carapezzi, Jr.
         ----------------------------------
         Name:    William R. Carapezzi, Jr.
         Title:   Vice President and Treasurer

                                       3

<PAGE>   1
                                               Exhibit 99.2 (Specimen Debenture)

                 PERMANENT GLOBAL REGISTERED FIXED RATE SECURITY

THIS DEBENTURE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. EXCEPT FOR EXCHANGES PURSUANT TO SECTION 2.11(c) OF SUCH
INDENTURE, THIS DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO A NOMINEE OF DTC OR
BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY. UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO LUCENT TECHNOLOGIES INC. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEBENTURE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                            LUCENT TECHNOLOGIES INC.

                       6.45% Debentures due March 15, 2029

REGISTERED                             |                   CUSIP NO. 549463 AE 7
No. R-__                               |                     ISIN US549463 AE 75
                                       |                   Common Code 009567097

Lucent Technologies Inc., a Delaware corporation (herein referred to as the
"Company"), for value received, hereby promises to pay to CEDE & CO. or
registered assigns the principal sum of TWO HUNDRED MILLION DOLLARS on March 15,
2029 (the "Maturity Date"), and to pay interest semiannually on March 15 and
September 15 commencing September 15, 1999, on said principal sum at the rate
per annum specified in the title of these Debentures, from March 15, 1999 until
the principal hereof is paid or made available for payment. Interest will be
calculated on the basis of a 360-day year of twelve 30-day months.

Reference is hereby made to the further provisions of this global security (the
"Global Security") set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth in this place.

This Global Security shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been executed by the
Trustee under the Indenture referred to herein.
<PAGE>   2
IN WITNESS WHEREOF, Lucent Technologies Inc. has caused this Global Security to
be duly executed by a duly authorized officer.


LUCENT TECHNOLOGIES INC.


By:___________________
   William R. Carapezzi, Jr.
   Vice President and Treasurer


TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

This is one of the Securities described in the within-mentioned Indenture.

Dated:  March 15, 1999

THE BANK OF NEW YORK,
 As Trustee



By:_____________________
   Authorized Signatory


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<PAGE>   3
                               REVERSE OF SECURITY

Payment of the principal of, premium, if any, and interest on, this Global
Security will be made in immediately available funds at the office or agency of
the Trustee maintained for that purpose in the Borough of Manhattan, The City of
New York, State of New York, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for payment of public
and private debts; provided, however, that at the option of the Company, payment
of interest on any Debentures issued in definitive form other than interest due
at the Maturity Date may be made by check mailed to the address of the person
entitled thereto as such address as shall appear in the Debenture register.
Interest due on any day that is not a Business Day shall be paid on the next
Business Day. "Business Day" means any day, other than a Saturday or a Sunday,
and that is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close in The City of New York.
Interest will be paid to persons in whose names the Debentures are registered at
the close of business on the March 1 or September 1, as the case may be, prior
to any interest payment date, except that interest payable at the Maturity Date
shall be paid to the person to whom principal shall be paid. Except as otherwise
set forth in the Indenture, Debentures in definitive form will not be issued.

This Debenture is one of a duly authorized issue of securities of the Company,
issued and to be issued under and pursuant to an indenture dated as of April 1,
1996 (herein referred to as the "Indenture"), duly executed and delivered by the
Company to The Bank of New York, as trustee (herein referred to as the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders (the words "Holders" or "Holder" meaning the registered holders or
registered holder) of the Debentures. This Debenture is one of a separate Series
of Securities under the Indenture of $1,360,000,000 in aggregate principal
amount designated as the 6.45% Debentures due March 15, 2029 and referred to
herein as the "Debentures."

In case an Event of Default with respect to the Debentures, as defined in the
Indenture, shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debentures to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the outstanding Debentures. The
Indenture also contains provisions permitting the Holders of not less than a
majority in principal amount of the outstanding Debentures, on behalf of the
Holders of all Debentures, to waive compliance by the Company with certain
provisions of the Indenture. The Indenture also provides that the Holders of not
less than a majority in principal amount of the outstanding Debentures may waive
certain past defaults and their consequences on behalf of the Holders of all
Debentures. Any


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<PAGE>   4
such consent or waiver by the Holder of any Debenture shall be conclusive and
binding upon such Holder and upon all future Holders of such Debenture and of
any Debenture issued upon registration of transfer thereof or in exchange
therefor or in lieu thereof whether or not notation of such consent or waiver is
made upon such Debenture.

The Indenture contains provisions setting forth certain conditions to the
institution of proceedings by Holders of Debentures with respect to the
Indenture or for any remedy under the Indenture.

No reference herein to the Indenture and no provision of this Global Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on, these Debentures at the places, at the respective times, at the
rate and in the coin or currency herein prescribed.

The Debentures are issuable as registered Debentures without coupons in
denominations of U.S. $1,000 or any amount in excess thereof which is a multiple
of U.S. $1,000 at the office or agency of the Trustee referred to above and in
the manner and subject to the limitations provided in the Indenture. Debentures
may be exchanged without service charge for like aggregate principal amount of
Debentures.

PAYMENT OF ADDITIONAL AMOUNTS

The Company will, subject to the exceptions and limitations set forth below, pay
as additional interest on the Debentures such additional amounts as are
necessary in order that the net payment by the Company or a paying agent of the
principal of and interest on the Debentures to a holder who is a non-United
States person (as defined below), after deduction for any present or future tax,
assessment or governmental charge of the United States or a political
subdivision or taxing authority thereof or therein, imposed by withholding with
respect to the payment, will not be less than the amount provided in the
Debentures to be then due and payable; provided, however, that the foregoing
obligation to pay additional amounts shall not apply: (1) to a tax, assessment
or governmental charge that is imposed or withheld solely by reason of the
holder, or a fiduciary, settlor, beneficiary, member or shareholder of the
holder if the holder is an estate, trust, partnership or corporation, or a
person holding a power over an estate or trust administered by a fiduciary
holder, being considered as: (a) being or having been present or engaged in
trade or business in the United States or having or having had a permanent
establishment in the United States; (b) having a current or former relationship
with the United States, including a relationship as a citizen or resident
thereof; (c) being or having been a foreign or domestic personal holding
company, a passive foreign investment company or a controlled foreign
corporation with respect to the United States or a corporation that has
accumulated earnings to avoid United States federal income tax; or (d) being or
having been a "10-percent shareholder" of the Company as defined in section
871(h)(3) of the United States Internal Revenue Code of 1986, as amended, (the
"Code") or any successor provision; (2) to any holder that is not the sole
beneficial owner of the Debentures, or a portion thereof, or that is a fiduciary
or partnership, but only to the extent that a beneficiary or settlor with
respect to the fiduciary or a beneficial owner or member of the partnership
would not have been entitled to the payment of an additional


                                       4
<PAGE>   5
amount had the beneficiary, settlor, beneficial owner or member received
directly its beneficial or distributive share of the payment; (3) to a tax,
assessment or governmental charge that is imposed or withheld solely by reason
of the failure of the holder or any other person to comply with certification,
identification or information reporting requirements concerning the nationality,
residence, identity or connection with the United States of the holder or
beneficial owner of such Debentures, if compliance is required by statute, by
regulation of the United States Treasury Department or by an applicable income
tax treaty to which the United States is a party as a precondition to exemption
from, or reduction of, such tax, assessment or other governmental charge; (4) to
a tax, assessment or governmental charge that is imposed otherwise than by
withholding by the Company or a paying agent from the payment; (5) to a tax,
assessment or governmental charge that is imposed or withheld solely by reason
of a change in law, regulation, or administrative or judicial interpretation
that becomes effective more than 15 days after the payment becomes due or is
duly provided for, whichever occurs later; (6) to an estate, inheritance, gift,
sales, excise, transfer, wealth or personal property tax or a similar tax,
assessment or governmental charge; (7) to any tax, assessment or other
governmental charge required to be withheld by any paying agent from any payment
of principal of or interest on any Debenture, if such payment can be made
without such withholding by any other paying agent; or (8) in the case of any
combination of items (1), (2), (3), (4), (5), (6) and (7). The Debentures are
subject in all cases to any tax, fiscal or other law or regulation or
administrative or judicial interpretation applicable thereto. Except as
specifically provided above under this heading, "Payment of Additional Amounts",
the Company shall not be required to make any payment with respect to any tax,
assessment or governmental charge imposed by any government or a political
subdivision or taxing authority thereof or therein.

As used in this Global Security the term "United States" means the United States
of America (including the States and the District of Columbia) and its
territories, its possessions and other are as subject to its jurisdiction,
"United States person" means (i) any individual who is a citizen or resident of
the United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States,(iii) any estate the income
of which is subject to United States federal income taxation regardless of its
source or (iv) any trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust or if the trust elects under United States Treasury Regulations to be
treated as a U.S. person, and "non-United States person" means a person who is
not a United States person.

REDEMPTION

The Debentures may not be redeemed by the Company prior to the Maturity Date
except as provided under this heading, "Redemption." If (i) as a result of any
change in, or amendment to, the laws (or any regulations or rulings promulgated
thereunder) of the United States (or any political subdivision or taxing
authority thereof or therein), or any change in, or amendments to, the official
position regarding the application or interpretation of such laws, regulations
or rulings, which change or amendment is announced or becomes effective on or
after March 10, 1999, the Company becomes or will become obligated to pay
additional amounts as described above under the heading


                                       5
<PAGE>   6
"Payment of Additional Amounts" or (ii) any act is taken by a taxing authority
of the United States on or after March 10, 1999, whether or not such act is
taken with respect to the Company or any affiliate, that results in a
substantial probability that the Company will or may be required to pay such
additional amounts, then the Company may, at its option, redeem, as a whole, but
not in part, the Debentures on not less than 30 nor more than 60 days' prior
notice, at a redemption price equal to 100% of their principal amount, together
with interest accrued but unpaid thereon to the date fixed for redemption;
provided that the Company determines, in its business judgment, that the
obligation to pay such additional amounts cannot be avoided by the use of
reasonable measures available to it, not including substitution of the obligor
under the Debentures. No redemption pursuant to (ii) above may be made unless
the Company shall have received an opinion of independent counsel to the effect
that an act taken by a taxing authority of the United States results in a
substantial probability that it will or may be required to pay the additional
amounts described above under the heading "Payment of Additional Amounts" and
the Company shall have delivered to the Trustee a certificate, signed by a duly
authorized officer, stating that based on such opinion the Company is entitled
to redeem the Debentures pursuant to the terms of this Global Security.

Upon due presentment for registration of transfer of this Debenture at the
above-mentioned office or agency of the Trustee, a new Global Security or
Debentures of authorized denominations, for a like aggregate principal amount
will be issued to the transferee as provided in the Indenture. No service charge
shall be made for any such transfer, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto.

The Company, the Trustee and any agent of the Company or the Trustee may deem
and treat the Holder hereof as the absolute owner hereof (whether or not this
Global Security shall be overdue and notwithstanding any notation of ownership
or other writing hereon) for the purpose of receiving payment of or on account
of the principal hereof and subject to the provisions above, of premium or
interest hereon, and for all other purposes and neither the Company nor the
Trustee nor any such agent shall be affected by any notice to the contrary.

No recourse shall be had for the payment of the principal of, premium, if any,
or the interest on, this Global Security or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor corporation
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

This Global Security shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be governed by and construed in
accordance with the laws of said State.

All terms used in this Global Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

Notices to holders of the Debentures will be published in Authorized Newspapers
in The City of New York, in London, and, (i) so long as the Debentures are
listed on the Luxembourg Stock Exchange, in Luxembourg, and (ii) so long as the
Debentures are listed on the Stock Exchange of Singapore Limited, in Singapore.
Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once, on the date of the first such
publication.

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<PAGE>   7
                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

      TEN COM - as tenants in common

      TEN ENT  - as tenants by the entireties

      JT TEN   - as joint tenants with right of survivorship and
                  not as tenants in common

      UNIF GIFT MIN ACT -_____________________(Cust)__________________(Minor)

      Under Uniform Gifts to Minor Act _________________(State)

      Additional abbreviations may also be used though not in the above list.

      FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE]

________________________________________________________________

________________________________________________________________


[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE]

________________________________________________________________

________________________________________________________________

the within Debenture and all rights thereunder, hereby irrevocably constituting
and appointing such person attorney to transfer such Debenture on the books of
the Company, with full power of substitution in the premises.


By: ______________________________________________

Date: ____________________________________________

NOTICE: The signature on this assignment must correspond with the name as
written upon the face of the within Debenture in every particular without
alteration or enlargement or any change whatsoever.



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