LUCENT TECHNOLOGIES INC
424B3, 1999-11-03
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1

                                               Filed pursuant to Rule 424(b)(3)
                                               Registration Statement 333-89347

PROSPECTUS

                               16,771,596 SHARES

                            LUCENT TECHNOLOGIES INC.

                                  Common Stock

                            ------------------------

     The 16,771,596 shares of our common stock offered by this prospectus were
originally issued by us in connection with our acquisition of Nexabit Networks,
Inc. and Kenan Systems Corporation. All the shares of our common stock offered
by this prospectus may be sold from time to time by or on behalf of certain
Lucent securityholders. See "Selling Securityholders" and "Plan of
Distribution." The shares were originally issued in private offerings made in
reliance on Regulation D and/or Section 4(2) of the Securities Act of 1933. In
connection with the acquisition of Nexabit and Kenan, we have agreed to register
the shares of our common stock offered by this prospectus. We will not receive
any of the proceeds from the sale of the shares by the selling securityholders.

     The selling securityholders may sell all or a portion of the shares from
time to time on the New York Stock Exchange, in negotiated transactions or
otherwise, and at prices which will be determined by the prevailing market price
for the shares or in negotiated transactions.

     Lucent's common stock is quoted on the New York Stock Exchange under the
symbol "LU." On November 1, 1999, the last sale price of Lucent's common stock
as reported on the New York Stock Exchange was $65.

                            ------------------------

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
         COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
             DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
           ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this prospectus is November 1, 1999
<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Where You Can Find More Information.........................    3
Incorporation of Certain Documents by Reference.............    3
Special Note Regarding Forward-looking Statements...........    5
The Company.................................................    5
Selling Securityholders.....................................    6
Plan of Distribution........................................    8
Use of Proceeds.............................................   11
Legal Matters...............................................   11
Experts.....................................................   11
</TABLE>

                                        2
<PAGE>   3

                      WHERE YOU CAN FIND MORE INFORMATION

     Lucent files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements or other information that Lucent files with the
Securities and Exchange Commission at the Securities and Exchange Commission's
public reference rooms at the following locations:

<TABLE>
<S>                            <C>                            <C>
    PUBLIC REFERENCE ROOM        NEW YORK REGIONAL OFFICE        CHICAGO REGIONAL OFFICE
   450 Fifth Street, N.W.          7 World Trade Center              Citicorp Center
          Room 1024                     Suite 1300               500 West Madison Street
   Washington, D.C. 20549           New York, NY 10048                 Suite 1400
                                                                 Chicago, IL 60661-2511
</TABLE>

     Please call the Securities and Exchange Commission at 1-800-SEC-0330 for
information on the operations of the public reference rooms. These Securities
and Exchange Commission filings are also available to the public from commercial
document retrieval services and at the Internet world wide web site maintained
by the Securities and Exchange Commission at "http://www.sec.gov." Reports,
proxy statements and other information concerning Lucent may also be inspected
at the offices of the New York Stock Exchange at 20 Broad Street, New York, New
York 10005.

     Lucent filed a registration statement on Form S-3 with the Securities and
Exchange Commission to register the Lucent common stock to be sold by the
selling securityholders. This prospectus is a part of that registration
statement. As allowed by Securities and Exchange Commission rules, this
prospectus does not contain all the information you can find in Lucent's
registration statement or the exhibits to the registration statement.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Securities and Exchange Commission allows Lucent to "incorporate by
reference" information into this prospectus, which means that Lucent can
disclose important information to you by referring you to other documents filed
separately with the Securities and Exchange Commission. The information
incorporated by reference is considered part of this prospectus, except for any
information superseded by information contained directly in this prospectus or
in later filed documents incorporated by reference in this prospectus.

     This prospectus incorporates by reference the documents set forth below
that Lucent has previously filed with the Securities and Exchange Commission.
These documents contain important business and financial information about
Lucent that is not included in or delivered with this prospectus.

                                        3
<PAGE>   4

<TABLE>
<CAPTION>
LUCENT SEC FILINGS (FILE NO. 1-11639)                              PERIOD
- -------------------------------------                              ------
<S>                                             <C>
1. Annual Report on Form 10-K                   Fiscal Year ended September 30, 1998, as
                                                  amended by Amendment No. 1 filed on Form
                                                  10-K/A on May 17, 1999
2. Quarterly Reports on Form 10-Q               Quarters ended December 31, 1998, March 31,
                                                  1999 and June 30, 1999
3. Current Reports on Form 8-K                  Filed November 19, 1998, January 8, 1999,
                                                  January 15, 1999, March 5, 1999, as
                                                  amended by Amendment No. 1 filed on Form
                                                  8-K/A on May 18, 1999, June 28, 1999,
                                                  August 2, 1999 and October 29, 1999
4. The description of Lucent common stock       Filed under Section 12 of the Securities
   and Lucent rights to acquire junior            Exchange Act of 1934 on February 26, 1996,
   preferred stock set forth in the Lucent        as amended by Amendment No. 1 filed on
   registration statement on Form 10              Form 10/A on March 12, 1996, Amendment No.
                                                  2 filed on March 22, 1996 and Amendment
                                                  No. 3 filed on Form 10/A on April 1, 1996,
                                                  including any amendments or reports filed
                                                  for the purpose of updating such
                                                  descriptions.
</TABLE>

     Lucent also incorporates by reference additional documents that may be
filed with the Securities and Exchange Commission under Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act after the date of this prospectus and
prior to the time all of the securities offered by this prospectus are sold.
These include periodic reports, such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy
statements.

     If you are a Lucent stockholder, we may have sent you some of the documents
incorporated by reference, but you can obtain any of them through Lucent, the
Securities and Exchange Commission or the Securities and Exchange Commission's
Internet web site as described above. Documents incorporated by reference are
available from Lucent without charge, excluding all exhibits, except that if
Lucent has specifically incorporated by reference an exhibit in this prospectus,
the exhibit will also be provided without charge. You may obtain documents
incorporated by reference in this prospectus by requesting them in writing or by
telephone from Lucent at the following address:

                                        4
<PAGE>   5

                              Lucent Technologies
                            c/o The Bank of New York
                             Church Street Station
                                 P.O. Box 11009
                         New York, New York 10286-1009
                            Telephone: 1-888-LUCENT6

     You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information that is different from what is contained in this prospectus. This
prospectus is dated November 1, 1999. You should not assume that the information
contained in this prospectus is accurate as of any date other than that date.

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus and the documents we incorporate by reference may contain
certain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Statements in this prospectus that are not
historical facts are hereby identified as "forward-looking statements" for the
purpose of the safe harbor provided by Section 21E of the Securities Exchange
Act and Section 27A of the Securities Act. Words such as "estimate," "project,"
"plan," "intend," "expect," "believe" and similar expressions are intended to
identify forward-looking statements. These forward-looking statements are found
at various places throughout this prospectus and the other documents
incorporated by reference, including, but not limited to, Lucent's Annual Report
on Form 10-K for the year ended September 30, 1998, including any amendments.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this prospectus. Lucent does not
undertake any obligation to publicly update or release any revisions to these
forward-looking statements to reflect events or circumstances after the date of
this prospectus or to reflect the occurrence of unanticipated events.

                                  THE COMPANY

     Lucent designs, builds and delivers a wide range of public and private
networks, communications systems and software, data networking systems, business
telephone systems and microelectronic components. Lucent is a global leader in
the sale of public communications systems, and is a supplier of systems or
software to most of the world's largest network operators. Lucent is also a
global leader in the sale of business communications systems and in the sale of
microelectronic components for communications applications to manufacturers of
communications systems and computers. Lucent conducts its research and
development activities through Bell Laboratories, one of the world's foremost
industrial research and development organizations.

     The principal executive offices of Lucent are located at 600 Mountain
Avenue, Murray Hill, New Jersey 07974 and its telephone number at that location
is (908) 582-8500.

                                        5
<PAGE>   6

                            SELLING SECURITYHOLDERS

     The following table sets forth (1) the number of shares of Lucent common
stock owned by each of the selling securityholders as of October 18, 1999; (2)
the percentage of outstanding shares of Lucent common stock represented by that
number of shares; and (3) the number of shares of Lucent common stock registered
for sale hereby. No estimate can be given as to the amount of shares that will
be held by the selling securityholders after completion of this offering because
the selling securityholders may offer all or some of the shares and because
there currently are no agreements, arrangements or understandings with respect
to the sale of any of the shares. The shares offered by this prospectus may be
offered from time to time by the selling securityholders named below.

<TABLE>
<CAPTION>
                                                       SHARES       PERCENTAGE OF     NUMBER OF SHARES
                                                    BENEFICIALLY     OUTSTANDING     REGISTERED FOR SALE
SELLING SECURITYHOLDER(1)                             OWNED(2)      SHARES OWNED          HEREBY(3)
- -------------------------                           ------------    -------------    -------------------
<S>                                                 <C>             <C>              <C>
ACI Investment Group LLC                                 24,300           *                  24,300
Mukesh Chatter(4)                                     2,915,016           *               2,915,016
Alexander Dingee(5)                                     408,474           *                 408,474
Fidelity Investors II L.P.                              288,462           *                 288,462
FTT Ventures Limited                                    288,462           *                 288,462
H&Q Nexabit Holdings, L.P.                            1,017,000           *               1,017,000
Sigmund E. Herzstein                                     40,363           *                  40,363
J.R. Fennell, L.P.                                      201,816           *                 201,816
neoRam LLC                                            1,923,714           *               1,923,714
Nexabit Networks Incentive LLC                        2,129,742           *               2,129,742
Kenan Sahin                                          25,757,576           *               3,093,436
Maria Stata Qualified Annuity Trust -- 1998             706,355           *                 706,355
Raymond S. Stata                                      1,412,711           *               1,412,711
Raymond S. Stata Qualified Annuity Trust -- 1998        706,355           *                 706,355
</TABLE>

                                        6
<PAGE>   7

<TABLE>
<CAPTION>
                                                       SHARES       PERCENTAGE OF     NUMBER OF SHARES
                                                    BENEFICIALLY     OUTSTANDING     REGISTERED FOR SALE
SELLING SECURITYHOLDER(1)                             OWNED(2)      SHARES OWNED          HEREBY(3)
- -------------------------                           ------------    -------------    -------------------
<S>                                                 <C>             <C>              <C>
Thomvest Holdings Inc.                                  461,540           *                 461,540
Vulcan Ventures Incorporated                          1,153,850           *               1,153,850
</TABLE>

- ---------------
(1) The selling securityholders have sole voting and investment power with
    respect to all shares of Lucent common stock shown as beneficially owned by
    them, subject to community property laws, where applicable.

(2) 1,152,412 shares issued to the selling securityholders in connection with
    the acquisition of Nexabit are being held in escrow until July 19, 2000 to
    satisfy certain indemnification obligations of these selling
    securityholders. If and to the extent any of the shares held in escrow are
    returned to Lucent in satisfaction of such indemnification obligations of
    these selling securityholders, the total number of shares beneficially owned
    by these selling securityholders would be reduced accordingly, and the
    number of shares beneficially owned by each of these selling securityholders
    would be reduced according to his or her respective pro rata ownership of
    the shares held in escrow.

(3) This registration statement also covers any additional shares of common
    stock which become issuable in connection with the shares registered for
    sale hereby by reason of any stock dividend, stock split, recapitalization
    or other similar transaction effected without the receipt of consideration
    which results in an increase in the number of Lucent's outstanding shares of
    common stock.

(4) Does not include (i) 2,129,742 shares of common stock owned by Nexabit
    Networks Incentive LLC with respect to which Mukesh Chatter has sole voting
    power and (ii) 1,923,714 shares of common stock owned by neoRam LLC with
    respect to which Mukesh Chatter has shared voting power.

(5) Does not include 1,923,714 shares of common stock owned by neoRam LLC with
    respect to which, Alexander Dingee has shared voting power.

 *  Represents beneficial ownership of less than 1% of the outstanding shares of
    Lucent after completion of the offering.

     Kenan Sahin was a securityholder of Kenan prior to Lucent's acquisition of
Kenan. Each of the other selling securityholders was a securityholder of Nexabit
prior to Lucent's acquisition of Nexabit. Kenan Sahin is currently a Vice
President, Software Technologies, Bell Labs. Kenan Sahin was an officer and
director of Kenan prior to Lucent's acquisition of Kenan. Mukesh Chatter was the
President and Chief Executive Officer of Nexabit, Raymond S. Stata was the
Chairman of the Board of Directors of Nexabit and Alexander Dingee was the
Treasurer and a Director of Nexabit, in each case, prior to Lucent's acquisition
of Nexabit. None of the other selling securityholders were officers or directors
of Kenan or Nexabit prior to Lucent's acquisition of Kenan and Nexabit and none
of the other selling securityholders are officers or directors of Lucent. Except
as otherwise noted above, none of the selling securityholders has had a material
relationship with Lucent within the past three years other than as a result of
the ownership of the shares or other securities of Lucent.

                                        7
<PAGE>   8

                              PLAN OF DISTRIBUTION

RESALES BY SELLING SECURITYHOLDERS

     Lucent is registering the shares on behalf of the selling securityholders.
Any or all of the selling securityholders may offer the shares from time to
time, either in increments or in a single transaction. The selling
securityholders may also decide not to sell all the shares they are allowed to
sell under this prospectus. The selling securityholders will act independently
of Lucent in making decisions with respect to the timing, manner and size of
each sale.

DONEES, PLEDGEES AND DISTRIBUTEES

     The term "selling securityholders" includes donees, persons who receive
shares from the selling securityholders after the date of this prospectus by
gift. The term also includes pledgees, persons who, upon contractual default by
the selling securityholders, may seize shares which the selling securityholders
pledged to such persons. The term also includes distributees who receive shares
from a selling securityholder after the date of this prospectus as a
distribution to members or partners of the selling securityholder.

COSTS AND COMMISSIONS

     Lucent will pay all costs, expenses and fees in connection with the
registration of the shares. The selling securityholders will pay all brokerage
commissions and similar selling expenses, if any, attributable to the sale of
shares.

TYPES OF SALE TRANSACTIONS

     The selling securityholders will act independently of Lucent in making
decisions with respect to the timing, manner and size of each sale. The selling
securityholders may sell the shares in one or more types of transactions (which
may include block transactions):

     - on the NYSE,

     - in negotiated transactions,

     - through the writing of options on shares,

     - short sales, or

     - any combination of such methods of sale.

     The shares may be sold at a fixed offering price, which may be changed, or
at market prices prevailing at the time of sale, or at negotiated prices. Such
transactions may or may not involve brokers or dealers.

                                        8
<PAGE>   9

SALES TO OR THROUGH BROKER-DEALERS

     The selling securityholders may either sell shares directly to purchasers,
or sell shares to, or through, broker-dealers. These broker-dealers may act
either as an agent of the selling securityholders, or as a principal for the
broker-dealer's own account. Such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the selling securityholders
and/or the purchasers of shares. This compensation may be received both if the
broker-dealer acts as an agent or as a principal. This compensation might also
exceed customary commissions.

     The selling securityholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with selling securityholders. The
selling securityholders also may sell shares short and re-deliver the shares to
close out such short positions. The selling securityholders may enter into
option or other transactions with broker-dealers which require the delivery to
the broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The selling securityholders
also may loan or pledge the shares to a broker-dealer. The broker-dealer may
sell the shares so loaned, or upon a default the broker-dealer may sell the
pledged shares pursuant to this prospectus.

DEEMED UNDERWRITING COMPENSATION

     The selling securityholders and any broker-dealers that act in connection
with the sale of shares might be deemed to be "underwriters" within the meaning
of Section 2(a)(11) of the Securities Act. Any commissions received by such
broker-dealers, and any profit on the resale of shares sold by them while acting
as principals, could be deemed to be underwriting discounts or commissions under
the Securities Act.

INDEMNIFICATION

     The selling securityholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of shares
against certain liabilities, including liabilities arising under the Securities
Act.

PROSPECTUS DELIVERY REQUIREMENTS

     Because a selling securityholder may be deemed an underwriter, the selling
securityholder must deliver this prospectus and any supplements to this
prospectus in the manner required by the Securities Act. This might include
delivery through the facilities of the NYSE in accordance with Rule 153 under
the Securities Act.

                                       9
<PAGE>   10

STATE REQUIREMENTS

     Some states require that any shares sold in that state only be sold through
registered or licensed brokers or dealers. In addition, some states require that
the shares have been registered or qualified for sale in that state, or that
there exists an exemption from the registration or qualification requirements
and that the exemption has been complied with.

SALES UNDER RULE 144

     The selling securityholders may also resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the Securities Act.
To do so, the selling securityholders must meet the criteria and comply with the
requirements of Rule 144.

DISTRIBUTION ARRANGEMENTS WITH BROKER-DEALERS

     If the selling securityholders notify Lucent that any material arrangement
has been entered into with a broker-dealer for the sale of shares through:

     - a block trade,

     - special offering,

     - exchange distribution or secondary distribution, or

     - a purchase by a broker or dealer,

then Lucent will file, if required, a supplement to this prospectus under Rule
424(b) under the Securities Act.

     The supplement will disclose, to the extent required:

     - the name of such selling securityholder and of the participating
       broker-dealer(s),

     - the number of shares involved,

     - the price at which such shares were sold,

     - the commissions paid or discounts or concessions allowed to such
       broker-dealer(s), where applicable,

     - that such broker-dealer(s) did not conduct any investigation to verify
       the information set out or incorporated by reference in this prospectus,
       and any other facts material to the transaction.

                                       10
<PAGE>   11

                                USE OF PROCEEDS

     Lucent will not receive any proceeds from the sale of the shares by the
selling securityholders.

                                 LEGAL MATTERS

     The legality of Lucent common stock offered by this prospectus will be
passed upon for Lucent by Pamela F. Craven, Vice President--Law and Secretary,
of Lucent. As of October 18, 1999, Pamela F. Craven owned 1,096 shares of Lucent
common stock and options and stock units for 282,400 shares of Lucent common
stock.

                                    EXPERTS

     The financial statements incorporated in this prospectus by reference in
Exhibit 99.1 to Lucent's Current Report on Form 8-K dated August 2, 1999, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

                                       11


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