As filed with the Securities and Exchange Commission on November 12, 1999
Registration No. 333-88201
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
LUCENT TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3408857
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
600 Mountain Ave.
Murray Hill, New Jersey 07974
(Address of Principal Executive Offices)
Excel Switching Corporation Stock Option Program
Excel Switching Corporation Amended and Restated 1997 Stock Option Plan
Excel Switching Corporation Amended and Restated 1997 Non-Employee
Director Stock Option Plan
Excel Switching Corporation 1997 Employee Stock Purchase Plan
RAScom, Inc. 1996 Stock Plan
(Name of Plans)
Pamela F. Craven
Vice President - Law and Secretary
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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate offering registration fee
to be registered registered per share price
<S> <C> <C> <C> <C>
Common Stock, par value 4,200,000 shares (1) (2) (2) (2)
$0.01 per share, and
related Preferred Stock
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 Excel Switching Corporation on
September 13, 1999 and the filing of the Registration Statement on Form
S-4 on September 30, 1999, to register 28,306,426 shares of Lucent
Technologies Inc. common stock, par value $0.01 per share, issuable to
stockholders of Excel Switching Corporation, including the 4,200,000
shares which may be issued pursuant to the Plans referred to above. See
"Introductory Statement".
<PAGE>
INTRODUCTORY STATEMENT
Lucent Technologies Inc. ("Lucent" or the "Company") hereby amends
its Registration Statement on Form S-4 (No. 333-88201) (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 4,200,000 shares of common stock,
par value $.01 per share, of Lucent ("Lucent Common Stock") issuable upon the
exercise of stock options granted under the Excel Switching Corporation Stock
Option Program, the Excel Switching Corporation Amended and Restated 1997
Stock Option Plan, the Excel Switching Corporation Amended and Restated 1997
Non-Employee Director Stock Option Plan, the Excel Switching Corporation 1997
Employee Stock Purchase Plan and the RAScom, Inc. 1996 Stock Plan
(collectively, the "Plans").
On November 3, 1999, Dallas Merger Inc., a Massachusetts corporation
and a wholly owned subsidiary of Lucent ("Sub"), was merged with and into
Excel Switching Corporation, a Massachusetts corporation ("Excel"). As a
result of such merger (the "Merger"), Excel became a wholly owned subsidiary
of Lucent and each outstanding share (other than shares owned by Lucent, Sub
or Excel) of Excel common stock, par value $.01 per share ("Excel Common
Stock"), was converted into 0.558 shares of Lucent Common Stock. In addition,
each outstanding option issued pursuant to the Plans will no longer be
exercisable for shares of Excel Common Stock, but instead, will constitute 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 Excel Common Stock for which
such option was theretofore exercisable and (y) 0.558. 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 0.558,
rounded to the nearest hundredth of a cent.
The designation of the Post-Effective Amendment as Registration No.
333-88201 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.
1
<PAGE>
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, March 31, 1999 and June 30, 1999.
(3) Current Reports on Form 8-K filed on November 19, 1998, January
8, 1999, January 15, 1999 and March 5, 1999, as amended by
Amendment No. 1 thereto filed on Form 8-K/A on May 18, 1999,
June 28, 1999, August 2, 1999 and October 29, 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, including any 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 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
2
<PAGE>
the Company or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL, which concerns unlawful payments of
dividends, stock purchases or redemptions, or (iv) for any transaction from
which the director derived an improper personal benefit. Neither the amendment
nor repeal of such provision will eliminate or reduce the effect of such
provision in respect of any matter occurring, or any cause of action, suit or
claim that, but for such provision, would accrue or arise prior to such
amendment or repeal.
While the Certificate provides directors with protection from awards
for monetary damages for breach of their duty of care, it does not eliminate
such duty. Accordingly, the Certificate will have no effect on the
availability of equitable remedies such as an injunction or rescission based
on a director's breach of his or her duty of care.
The Certificate provides that each person who was or is made a party
to or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director
or officer of the Company or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer, employee
or agent, will be indemnified and held harmless by the Company to the fullest
extent authorized by the DGCL, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such
amendment permits the Company to provide broader indemnification rights than
said law permitted the Company to provide prior to such amendment), against
all expense, liability and loss reasonably incurred or suffered by such person
in connection therewith. Such right to indemnification includes the right to
have the Company pay the expenses incurred in defending any such proceeding in
advance of its final disposition, subject to the provisions of the DGCL. Such
rights are not exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate, 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.
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
3
<PAGE>
(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.
(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.
4
<PAGE>
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 12th day of November, 1999.
LUCENT TECHNOLOGIES INC.
By: /s/ James S. Lusk
---------------------------------
Name: James S. Lusk
Title: Senior 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 Senior Vice President and # By: /s/ James S. Lusk
Controller # ------------------
# (James S. Lusk
# attorney-in-fact)*
#
Directors: # *by power of attorney
#
Paul A. Allaire # Date: November 12, 1999
Carla A. Hills #
Drew Lewis #
Richard A. McGinn #
Paul H. O'Neill #
Donald S. Perkins #
Henry B. Schacht #
Franklin A. Thomas #
John A. Young #
#
#####
5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Provisions of the Certificate of Incorporation of the
registrant that define the rights of security holders of
the registrant (incorporated by reference to Exhibit (3)
(i) to the registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999).
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 PricewaterhouseCoopers LLP.
23.2 Consent of Pamela F. Craven, Vice President-- Law and
Secretary of the registrant (included as part of Exhibit
5.1).
24.1 Powers of Attorney executed by officers and directors who
signed this registration statement.
<PAGE>
Exhibit 5.1
[LETTERHEAD OF PAMELA F. CRAVEN]
November 12, 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 4,200,000
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 Excel Switching Corporation Stock Option Program, the Excel
Switching Corporation Amended and Restated 1997 Stock Option Plan, the Excel
Switching Corporation Amended and Restated 1997 Non-Employee Director Stock
Option Plan, the Excel Switching Corporation 1997 Employee Stock Purchase
Plan and the RAScom, Inc. 1996 Stock Plan (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. I hereby consent to
the filing of this opinion with the SEC in connection with the registration
statement referred to above.
Very truly yours,
/s/ Pamela F. Craven
<PAGE>
Exhibit 23.1
[LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby 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 for the
nine-month period ended September 30, 1996, which appears in Exhibit 99.1 to
Lucent Technologies Inc. Current Report on Form 8-K dated August 2, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
November 12, 1999
<PAGE>
Exhibit 24.1
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 Excel Switching Corporation, including up to
35,000 shares to be offered under Excel's 401(k) 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 24th day of August, 1999.
By: /s/ Richard A. McGinn
Richard A. McGinn
Chairman of the Board and
Chief Executive Officer
<PAGE>
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 Excel Switching Corporation, including up to
35,000 shares to be offered under Excel's 401(k) 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 30th day of September, 1999.
By: /s/ Donald K. Peterson
Donald K. Peterson
Executive Vice President
and Chief Financial Officer
<PAGE>
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 Excel Switching Corporation, including up to
35,000 shares to be offered under Excel's 401(k) 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 30th day of September, 1999.
By: /s/ James S. Lusk
James S. Lusk
Vice President and Controller
<PAGE>
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 Excel Switching Corporation, including up to
35,000 shares to be offered under Excel's 401(k) 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 23rd day of August, 1999.
By: /s/ Paul A. Allaire
Paul A. Allaire
Director
<PAGE>
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 Excel Switching Corporation, including up to
35,000 shares to be offered under Excel's 401(k) 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 August, 1999.
By: /s/ Carla A. Hills
Carla A. Hills
Director
<PAGE>
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 Excel Switching Corporation, including up to
35,000 shares to be offered under Excel's 401(k) 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 25th day of August, 1999.
By: /s/ Drew Lewis
Drew Lewis
Director
<PAGE>
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 Excel Switching Corporation, including up to
35,000 shares to be offered under Excel's 401(k) 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 24th day of August, 1999.
By: /s/ Paul H. O'Neill
Paul H. O'Neill
Director
<PAGE>
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 Excel Switching Corporation, including up to
35,000 shares to be offered under Excel's 401(k) 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 August, 1999.
By: /s/ Donald S. Perkins
Donald S. Perkins
Director
<PAGE>
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 Excel Switching Corporation, including up to
35,000 shares to be offered under Excel's 401(k) 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 24th day of August, 1999.
By: /s/ Henry B. Schacht
Henry B. Schacht
Director
<PAGE>
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 Excel Switching Corporation, including up to
35,000 shares to be offered under Excel's 401(k) 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 August, 1999.
By: /s/ Franklin A. Thomas
Franklin A. Thomas
Director
<PAGE>
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 Excel Switching Corporation, including up to
35,000 shares to be offered under Excel's 401(k) 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 31st day of August, 1999.
By: /s/ John A. Young
John A. Young
Director
