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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 1999
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1993
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LUCENT TECHNOLOGIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 3661 23-3408857
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) NUMBER)
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LUCENT TECHNOLOGIES INC.
600 MOUNTAIN AVENUE
MURRAY HILL, NEW JERSEY 07974
(908) 582-8500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
PAMELA F. CRAVEN
VICE PRESIDENT-LAW AND SECRETARY
LUCENT TECHNOLOGIES INC.
600 MOUNTAIN AVENUE
MURRAY HILL, NEW JERSEY 07974
(908) 582-8500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPY TO:
JOHN W. WHITE
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering: [X] 333-01223
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE OFFERING
TO BE REGISTERED REGISTERED OFFERING PRICE PER UNIT(1) PRICE(1)
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Debt Securities $200,000,000 100% $200,000,000
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TITLE OF EACH CLASS OF SECURITIES AMOUNT OF
TO BE REGISTERED REGISTRATION FEE
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Debt Securities $55,600
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(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(c)
STATEMENT PURSUANT TO RULE 429(b)
The prospectus contained in this registration statement is a combined
prospectus which covers Debt Securities and Warrants to purchase Debt Securities
of the Registrant heretofore covered by Registration Statement No. 333-01223 (in
the amount of $3,500,000,000, with a filing fee of $1,206,897).
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Reg. No. 333-01223) filed by Lucent Technologies Inc.
(the "Company") with the Securities and Exchange Commission, including the
exhibits thereto, is incorporated herein by reference.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-01223 are incorporated by reference into, and shall be deemed
part of, this registration statement, except the following which are filed
herewith:
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <C> <S>
5.1 -- Opinion of Pamela F. Craven, Vice President - Law and
Secretary of Lucent Technologies Inc.
8.1 -- Opinion of Cravath, Swaine & Moore, special tax counsel to
Lucent Technologies Inc.
23.1 -- Consent of PricewaterhouseCoopers LLP.
23.2 -- Consent of Pamela F. Craven (included in Exhibit 5.1).
23.3 -- Consent of Cravath, Swaine & Moore (contained in Exhibit
8.1).
24 -- Powers of Attorney for certain Directors and Officers of
Lucent Technologies Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Murray Hill, New Jersey, on March 10, 1999.
LUCENT TECHNOLOGIES INC.
By: /s/ JAMES S. LUSK
-----------------------------------------
James S. Lusk
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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<C> <S> <C>
* Chairman of the Board and March 10, 1999
- ----------------------------------------------------- Chief Executive Officer
Richard A. McGinn
* Executive Vice President and March 10, 1999
- ----------------------------------------------------- Chief Financial Officer
Donald K. Peterson (Principal Financial Officer)
/s/ JAMES S. LUSK Vice President and Controller March 10, 1999
- ----------------------------------------------------- (Principal Accounting Officer)
James S. Lusk
* Director March 10, 1999
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Paul A. Allaire
* Director March 10, 1999
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Carla A. Hills
* Director March 10, 1999
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Drew Lewis
* Director March 10, 1999
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Paul H. O'Neill
* Director March 10, 1999
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Donald S. Perkins
* Director March 10, 1999
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Henry B. Schacht
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James S. Lusk, by signing his name hereto, does hereby sign and execute
this Registration Statement on behalf of each of the above-named officers and
Directors of Lucent Technologies Inc. pursuant to powers of attorney executed by
each of such officers and Directors and filed with the Securities and Exchange
Commission as an exhibit to this Registration Statement.
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*By /s/ JAMES S. LUSK March 10, 1999
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James S. Lusk
Attorney-in-Fact
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II-2
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EXHIBIT 5.1
March 10, 1999
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
Dear Sirs:
With reference to the registration statement on Form S-3 (the "Registration
Statement") that Lucent Technologies Inc. (the "Company") has filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
to be effective upon filing pursuant to Rule 462(b), relating to the issuance of
$200,000,000 of the Company's Debentures (the "Debentures") to be issued under
an indenture dated as of April 1, 1996 (the "Indenture"), between the Company
and The Bank of New York, Trustee, I am of the opinion that:
1. the Company is a duly organized and validly existing corporation under
the laws of the State of Delaware;
2. the issuance of the Debentures has been duly authorized by appropriate
corporate action;
3. the Debentures, when duly executed and authenticated in accordance with
the terms of the Indenture and delivered in accordance with the
provisions of an Underwriting Agreement dated as of March 10, 1999,
will be legally issued and binding obligations of the Company in
accordance with their terms, in each case subject to bankruptcy,
insolvency, reorganization and other laws of general applicability
relating to or affecting the enforcement of creditors' rights and to
general equity principles; and
4. the Company meets all the requirements for filing the Registration
Statement.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Registration Statement.
I also consent to the making of the statement with respect to me in the related
prospectus under the heading "Legal Matters".
Very truly yours,
Pamela F. Craven
Vice President-Law and Secretary
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EXHIBIT 8.1
[LETTERHEAD OF]
CRAVATH, SWAINE & MOORE
[NEW YORK OFFICE]
March 10, 1999
Lucent Technologies Inc.
6.45% Debentures Due March 15, 2029
Ladies and Gentlemen:
We have acted as special United States tax counsel to Lucent Technologies
Inc., a Delaware corporation ("Lucent"), in connection with the issuance by
Lucent of U.S. $1,360,000,000 aggregate principal amount of 6.45% Debentures due
March 15, 2029, and the preparation of the section of a Prospectus Supplement
dated the date hereof ("Prospectus Supplement") entitled "United States Taxation
of Non-United States Persons."
In that connection, we have examined the Prospectus Supplement, the
Prospectus dated April 3, 1996, the Indenture dated April 1, 1996, and such
other documents and corporate records as we have deemed necessary or appropriate
for purposes of this opinion.
Based upon the foregoing and subject to the qualifications hereinafter set
forth, we are of the opinion that the statements under the section of the
Prospectus Supplement entitled "United States Taxation of Non-United States
Persons" accurately describe the material United States Federal and estate tax
consequences to Non-United States holders of the Debentures.
Our opinion is based upon existing statutory, regulatory and judicial
authority, any of which may be changed at any time with retroactive effect. Any
change in applicable laws of the facts and circumstances surrounding the
issuance, or any inaccuracy in the statements upon which we have relied, may
affect the continuing validity of our opinion as set forth herein. We assume no
responsibility to inform you of any such change or inaccuracy that may occur or
come to our attention. Finally, our opinion is limited to the tax matters
specifically covered hereby, and we have not been asked to address, nor have we
addressed, any other tax consequences to prospective investors of acquiring,
holding and disposing of the Debentures.
We consent to the filing of this opinion with the Securities and Exchange
Commission as Exhibit 8.1 to the Form S-3 Registration Statement (including
Registration Statement No. 333-01223) and to the references to this opinion
therein. In giving this consent, we do not admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules or regulations of the SEC promulgated thereunder.
This opinion is being provided solely for the benefit of Lucent so that Lucent
may comply with its obligations under the Federal securities laws. The filing of
this opinion as an exhibit to the Registration Statement and the references to
such opinion and our Firm therein are not intended to create liability under
applicable state law to any person other than Lucent, our client.
Very truly yours,
Cravath, Swaine & Moore
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Lucent Technologies Inc. (the "Company") on Form S-3 (file no. 333-01223) and
related Prospectus filed by the Company pursuant to Rule 462(b) under the
Securities Act of 1933 of our report dated February 26, 1999 on our audit of the
supplemental consolidated financial statements of Lucent Technologies Inc. and
subsidiaries 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 report is included in the Current Report on Form 8-K dated March
5, 1999 and of our report dated October 21, 1998 on our audit of the
consolidated financial statements of Lucent Technologies Inc. and subsidiaries
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
report is included in the Annual Report on Form 10-K dated December 22, 1998.
/s/ PricewaterhouseCoopers
PricewaterhouseCoopers LLP
New York, New York
March 10, 1999
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement, to be effective upon filing pursuant to Rule 462(b),
with respect to the issuance of up to $200,000,000 of Debt Securities and
Warrants to purchase Debt Securities (the "Securities"); and
WHEREAS, the undersigned is a director 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 officer) of the Company, to execute and file such registration
statement with respect to the above-described Securities 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 3rd day of March, 1999.
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By: /s/ RICHARD A. MCGINN
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Name: Richard A. McGinn
Title: Chairman of the Board and Chief Executive
Officer
By: /s/ PAUL A. ALLAIRE By: /s/ DONALD S. PERKINS
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Name: Paul A. Allaire Name: Donald S. Perkins
Title: Director Title: Director
By: /s/ CARLA A. HILLS By: /s/ HENRY B. SCHACHT
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Name: Carla A. Hills Name: Henry B. Schacht
Title: Director Title: Director
By: /s/ DREW LEWIS By: /s/ FRANKLIN S. THOMAS
------------------------------------------------- -------------------------------------------------
Name: Drew Lewis Name: Franklin A. Thomas
Title: Director Title: Director
By: /s/ PAUL H. O'NEILL By: /s/ JOHN A. YOUNG
------------------------------------------------- -------------------------------------------------
Name: Paul H. O'Neill Name: John A. Young
Title: Director Title: Director
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<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, to be effective upon filing pursuant to Rule 462(b), with respect to
the issuance of up to $200,000,000 of Debt Securities and Warrants to purchase
debt Securities (the "Securities"); and
WHEREAS, the undersigned is an officer of the Company, as indicated below
his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints James S.
Lusk and Donald K. Peterson 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 an
officer of the Company, to execute and file any such registration statement with
respect to the above-described Securities 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
attorney 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 attorney 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 10th day of March, 1999.
By: ________________________
Name: Donald K. Peterson
Title: Executive Vice President
and Chief Financial Officer
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