<PAGE> 1
REGISTRATION NO. 333-80267
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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LUCENT TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 22-3408857
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
</TABLE>
600 MOUNTAIN AVE.
MURRAY HILL, NEW JERSEY 07974
(Address of Principal Executive Offices)
MOSAIX, INC. RESTATED 1992 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
MOSAIX, INC. 1996 STOCK INCENTIVE COMPENSATION PLAN
MOSAIX, INC. 1997 NON-OFFICER STOCK INCENTIVE COMPENSATION PLAN
DIGITAL SYSTEMS INTERNATIONAL, INC. RESTATED 1987 STOCK OPTION PLAN
(Name of Plan)
JAMES S. LUSK
VICE PRESIDENT AND CONTROLLER
LUCENT TECHNOLOGIES INC.
600 MOUNTAIN AVENUE
MURRAY HILL, NEW JERSEY 07974
(908) 582-8500
(Name, address and telephone number, including area code, of agent for service)
Please send copies of all communications to:
PAMELA F. CRAVEN
VICE PRESIDENT - LAW AND SECRETARY
LUCENT TECHNOLOGIES INC.
600 MOUNTAIN AVENUE
MURRAY HILL, NEW JERSEY 07974
----------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE PRICE REGISTRATION FEE
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Common Stock, par value $0.01 per 394,987 (2) (2) (2)
share, and related Preferred Stock shares
Purchase Rights
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These shares were originally registered on the Registration Statement on
Form S-4 to which this Amendment relates.
(2) Not applicable. All filing fees payable in connection with the registration
of these securities were paid in connection with the filing of preliminary
proxy materials of Mosaix, Inc. on May 25, 1999 and the filing of the
Registration Statement on Form S-4 on June 9, 1999, to register 2,988,279
shares of Lucent Technologies Inc. common stock, par value $0.01 per share,
issuable to stockholders of Mosaix, Inc., including the 394,987 shares which
may be issued pursuant to the Plans referred to above. See "Introductory
Statement."
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<PAGE> 3
INTRODUCTORY STATEMENT
Lucent Technologies Inc. ("Lucent" or the "Company") hereby amends its
Registration Statement on Form S-4 (No. 333-80267) (the "Form S-4") by filing
this Post-Effective Amendment No. 1 on Form S-8 (the "Post-Effective Amendment")
relating to the sale of up to 394,987 shares of common stock, par value $.01 per
share, of Lucent ("Lucent Common Stock") issuable upon the exercise of stock
options granted under the Mosaix, Inc. Restated 1992 Stock Option Plan for
Non-Employee Directors, the Mosaix, Inc. 1996 Stock Incentive Compensation Plan,
the Mosaix, Inc. 1997 Non-Officer Stock Incentive Compensation Plan and the
Digital Systems International, Inc. Restated 1987 Stock Option Plan
(collectively, the "Plans").
On July 15, 1999, Noah Acquisition Inc., a Washington corporation and a
wholly owned subsidiary of Lucent ("Noah"), was merged with and into Mosaix,
Inc., a Washington corporation ("Mosaix"). As a result of that merger (the
"Merger"), Mosaix became a wholly owned subsidiary of Lucent and each
outstanding share (other than shares owned by Lucent, Noah or Mosaix) of Mosaix
common stock, par value $.01 per share ("Mosaix Common Stock"), was converted
into the right to receive 0.19273 shares of Lucent Common Stock. In addition,
each outstanding option issued pursuant to the Plans is no longer exercisable
for shares of Mosaix Common Stock, but instead, constitutes an option to
acquire, on the same terms and conditions as were applicable under such option
immediately prior to consummation of the Merger, that number of shares of Lucent
Common Stock (rounded down to the nearest whole share) equal to the product of
(x) the number of shares of Mosaix Common Stock for which such option was
theretofore exercisable and (y) 0.19273. The exercise price for each option
shall be equal to the exercise price per share for such option immediately prior
to the effective time of the Merger divided by 0.19273.
The designation of the Post-Effective Amendment as Registration No.
333-80267 denotes that the Post-Effective Amendment relates only to the shares
of Lucent Common Stock issuable on the exercise of stock options under the Plans
and that this is the first Post-Effective Amendment to the Form S-4 filed with
respect to such shares.
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by Lucent with the Securities
and Exchange Commission (the "SEC") and are incorporated herein by reference
(File No. 001-11639):
(1) Annual Report on Form 10-K for the fiscal year ended September 30,
1998, as amended by Amendment No. 1 thereto filed on Form 10-K/A on
May 17, 1999.
(2) Quarterly Reports on Form 10-Q for the quarters ended December 31,
1998 and March 31, 1999.
(3) Current Reports on Form 8-K filed on November 19, 1998, January 8,
1999, January 15, 1999, March 5, 1999, as amended by Amendment No. 1
thereto filed on Form 8-K/A on May 18, 1999, June 28, 1999 and August
2, 1999.
(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, and any other amendments or reports filed for the purpose of
updating such description.
All documents filed subsequent to the date hereof by Lucent with the
SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") and prior to the filing of a post-effective
amendment hereto which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and made a part hereof from their
respective dates of filing (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents"); provided, however,
that the documents enumerated above or subsequently filed by Lucent pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during
which the offering made hereby is in effect prior to the filing with the SEC of
Lucent's Annual Report on Form 10-K covering such year shall not be Incorporated
Documents or be incorporated by reference herein or be a part hereof from and
<PAGE> 5
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.
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.
<PAGE> 6
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, By-laws, agreement, vote of stockholders or
disinterested directors or otherwise. No repeal or modification of such
provision will in any way diminish or adversely affect the rights of any
director, officer, employee or agent of the Company thereunder in respect of any
occurrence or matter arising prior to any such repeal or modification.
The Certificate also specifically authorizes the Company to maintain
insurance and to grant similar indemnification rights to employees or agents of
the Company. The directors and officers of Lucent are covered by insurance
policies indemnifying them 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.
ITEM 8. EXHIBITS
See Exhibit Index.
<PAGE> 7
ITEM 9. UNDERTAKINGS
(1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement:
(a) to include any prospectus required by Section 10(a)(3) of the
1933 Act;
(b) to reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this registration statement; and
(c) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
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.
<PAGE> 8
(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> 9
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
11th day of August, 1999.
LUCENT TECHNOLOGIES INC.
By:/s/ James S. Lusk
Name: James S. Lusk
Title: Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement or amendment thereto has been signed below
by the following persons in the capacities indicated on the date indicated.
Principal Executive Officer: #####
#
Richard A. McGinn Chairman of the Board #
and Chief Executive #
Officer #
#
Principal Financial Officer: #
#
Donald K. Peterson Executive Vice President#
and Chief Financial #
Officer #
#
Principal Accounting Officer: #
#
James S. Lusk Vice President and #### By: /s/ James S. Lusk
Controller #
# (James S. Lusk
Directors: # attorney-in-fact)
#
Paul A. Allaire #
Carla A. Hills #
Drew Lewis #
Richard A. McGinn #
Paul H. O'Neill # Date: August 11, 1999
Donald S. Perkins #
Henry B. Schacht #
Franklin A. Thomas #
John A. Young #####
<PAGE> 10
EXHIBIT INDEX
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Exhibit
Number Description
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4.1 Certificate of Incorporation. (Incorporated by reference to
Exhibit 3(i) of the Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1999, File No. 001-11639)
4.2 Rights Agreement between the registrant and The Bank of New York
(successor to First Chicago Trust Company of New York), as
rights agent, dated as of April 4, 1996 (incorporated by
reference to Exhibit 4.2 to Registration Statement (No. 333-
00703) on Form S-1).
4.3 Amendment to Rights Agreement between the registrant and The
Bank of New York (successor to First Chicago Trust Company of
New York), dated as of February 18, 1998 (incorporated by
reference to Exhibit (10)(i)5 to the registrant's Annual
Report on Form 10-K for the period ended September 30, 1998).
5.1 Opinion of Pamela F. Craven, Vice President - Law and
Secretary of the registrant, as to the legality of the
securities to be issued.
23.1 Consent of Independent Accountants.
23.2 Consent of Pamela F. Craven is contained in the opinion of
counsel filed as Exhibit 5.1.
24 Powers of Attorney executed by officers and directors who signed
this registration statement.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF PAMELA F. CRAVEN]
August 11, 1999
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
Ladies and Gentlemen:
With reference to the Post-Effective Amendment No. 1 on Form S-8 to the
registration statement on Form S-4 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 394,987 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 Mosaix,
Inc. Restated 1992 Stock Option Plan for Non-Employee Directors, the Mosaix,
Inc. 1996 Stock Incentive Compensation Plan, the Mosaix, Inc. 1997 Non-Officer
Stock Incentive Compensation Plan and the Digital Systems International, Inc.
Restated 1987 Stock Option Plan (collectively, the "Plans"), 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 Plans 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.
<PAGE> 2
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
Pamela F. Craven
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated June 24, 1999, except for the seventh and eighth
paragraphs of Note 15, as to which the date is July 15, 1999 and July 19, 1999,
respectively, relating to the consolidated financial statements and financial
statement schedule at September 30, 1998 and 1997, and for each of the two years
in the period ended September 30, 1998, and the nine month period ended
September 30, 1996, which appears in Lucent Technologies Inc. Current Report on
Form 8-K dated August 2, 1999.
/s/PricewaterhouseCoopers LLP
New York, New York
August 11, 1999
<PAGE> 1
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 acquisition by the
Company of Mosaix, Inc., including the issuance of up to 200,000 common shares
and Preferred Share Purchase Rights under the Mosaix, Inc. Profit Sharing and
Salary Deferral Plan and Trust; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 500,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Ascend
Communications 401(k) 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 and James S. Lusk and each of them, as attorneys for and in the name,
place and stead of the undersigned, and in the capacity of the undersigned as a
director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 21st day of April, 1999.
By: /s/ Paul A. Allaire
Paul A. Allaire
Director
<PAGE> 2
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 acquisition by the
Company of Mosaix, Inc., including the issuance of up to 200,000 common shares
and Preferred Share Purchase Rights under the Mosaix, Inc. Profit Sharing and
Salary Deferral Plan and Trust; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 500,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Ascend
Communications 401(k) 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 and James S. Lusk and each of them, as attorneys for and in the name,
place and stead of the undersigned, and in the capacity of the undersigned as a
director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 21st day of April, 1999.
By: /s/ Carla A. Hills
Carla A. Hills
Director
<PAGE> 3
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 acquisition by the
Company of Mosaix, Inc., including the issuance of up to 200,000 common shares
and Preferred Share Purchase Rights under the Mosaix, Inc. Profit Sharing and
Salary Deferral Plan and Trust; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 500,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Ascend
Communications 401(k) 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 and James S. Lusk and each of them, as attorneys for and in the name,
place and stead of the undersigned, and in the capacity of the undersigned as a
director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 21st day of April, 1999.
By: /s/ Drew Lewis
Drew Lewis
Director
<PAGE> 4
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 acquisition by the
Company of Mosaix, Inc., including the issuance of up to 200,000 common shares
and Preferred Share Purchase Rights under the Mosaix, Inc. Profit Sharing and
Salary Deferral Plan and Trust; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 500,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Ascend
Communications 401(k) 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 and James S. Lusk and each of them, as attorneys for and in the name,
place and stead of the undersigned, and in the capacity of the undersigned as a
director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 21st day of April, 1999.
By: /s/ Richard A. McGinn
Richard A. McGinn
Chairman of the Board
and Chief Executive
Officer
<PAGE> 5
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 acquisition by the
Company of Mosaix, Inc., including the issuance of up to 200,000 common shares
and Preferred Share Purchase Rights under the Mosaix, Inc. Profit Sharing and
Salary Deferral Plan and Trust; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 500,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Ascend
Communications 401(k) 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 and James S. Lusk and each of them, as attorneys for and in the name,
place and stead of the undersigned, and in the capacity of the undersigned as a
director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 21st day of April, 1999.
By: /s/ Paul H. O'Neill
Paul H. O'Neill
Director
<PAGE> 6
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 acquisition by the
Company of Mosaix, Inc., including the issuance of up to 200,000 common shares
and Preferred Share Purchase Rights under the Mosaix, Inc. Profit Sharing and
Salary Deferral Plan and Trust; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 500,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Ascend
Communications 401(k) 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 and James S. Lusk and each of them, as attorneys for and in the name,
place and stead of the undersigned, and in the capacity of the undersigned as a
director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 21st day of April, 1999.
By: /s/ Donald S. Perkins
Donald S. Perkins
Director
<PAGE> 7
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 acquisition by the
Company of Mosaix, Inc., including the issuance of up to 200,000 common shares
and Preferred Share Purchase Rights under the Mosaix, Inc. Profit Sharing and
Salary Deferral Plan and Trust; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 500,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Ascend
Communications 401(k) 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 and James S. Lusk and each of them, as attorneys for and in the name,
place and stead of the undersigned, and in the capacity of the undersigned as a
director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 21st day of April, 1999.
By: /s/ Henry B. Schacht
Henry B. Schacht
Director
<PAGE> 8
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 acquisition by the
Company of Mosaix, Inc., including the issuance of up to 200,000 common shares
and Preferred Share Purchase Rights under the Mosaix, Inc. Profit Sharing and
Salary Deferral Plan and Trust; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 500,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Ascend
Communications 401(k) 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 and James S. Lusk and each of them, as attorneys for and in the name,
place and stead of the undersigned, and in the capacity of the undersigned as a
director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 21st day of April, 1999.
By: /s/ Franklin A. Thomas
Franklin A. Thomas
Director
<PAGE> 9
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 acquisition by the
Company of Mosaix, Inc., including the issuance of up to 200,000 common shares
and Preferred Share Purchase Rights under the Mosaix, Inc. Profit Sharing and
Salary Deferral Plan and Trust; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 500,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Ascend
Communications 401(k) 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 and James S. Lusk and each of them, as attorneys for and in the name,
place and stead of the undersigned, and in the capacity of the undersigned as a
director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 21st day of April, 1999.
By: /s/ John A. Young
John A. Young
Director
<PAGE> 10
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 acquisition by the
Company of Mosaix, Inc., including the issuance of up to 200,000 common shares
and Preferred Share Purchase Rights under the Mosaix, Inc. Profit Sharing and
Salary Deferral Plan and Trust; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 500,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Ascend
Communications 401(k) 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 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 22nd day of April, 1999.
By: /s/ Donald K. Peterson
Donald K. Peterson
Executive Vice President
and Chief Financial
Officer
<PAGE> 11
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 acquisition by the
Company of Mosaix, Inc., including the issuance of up to 200,000 common shares
and Preferred Share Purchase Rights under the Mosaix, Inc. Profit Sharing and
Salary Deferral Plan and Trust; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of up to 500,000 common shares, par value $.01 per share (including an equal
number of Preferred Share Purchase Rights), to be offered under the Ascend
Communications 401(k) 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 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 20th day of April, 1999.
By: /s/ James S. Lusk
James S. Lusk
Vice President and
Controller
