<PAGE> 1
REGISTRATION NO. 333-79007
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)
ASCEND COMMUNICATIONS, INC. 1998 STOCK INCENTIVE PLAN
ASCEND COMMUNICATIONS, INC. 1998 SUPPLEMENTAL STOCK INCENTIVE PLAN
ASCEND COMMUNICATIONS, INC. 1996 RESTRICTED STOCK PLAN
ASCEND COMMUNICATIONS, INC. 1994 OUTSIDE DIRECTORS STOCK OPTION PLAN
ASCEND COMMUNICATIONS, INC. AMENDED AND RESTATED 1989 STOCK OPTION PLAN
CASCADE COMMUNICATIONS CORP. AMENDED AND RESTATED 1991 STOCK OPTION PLAN
ARRIS NETWORKS, INC. (F/K/A CONCERT COMMUNICATIONS CORPORATION)
1995 STOCK OPTION PLAN
MORNING STAR TECHNOLOGIES, INC. STOCK OPTIONS
NETSTAR, INC. STOCK OPTION INCENTIVE PLAN 1992
SAHARA NETWORKS, INC. 1995 STOCK PLAN
STRATUS COMPUTER, INC. 1983 STOCK OPTION PLAN
STRATUS COMPUTER, INC. 1997 NON-QUALIFIED COMMON STOCK OPTION PLAN
WHITETREE, INC. 1993 INCENTIVE STOCK 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>
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share, and
related Preferred Stock
Purchase Rights 64,366,222 shares(1) (2) (2) (2)
Common Stock, par value
$0.01 per share, and
related Preferred Stock
Purchase Rights 310,443 shares (3) $7,736,922.54(4) $2,150.86
- --------------------------------------------------------------------------------------------------
</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 Ascend Communications,
Inc. on February 4, 1999 and the filing of the Registration
Statement on Form S-4 on May 21, 1999, to register 435,062,130
shares of Lucent Technologies, Inc. common stock, par value $0.01
per share, issuable to stockholders of Ascend Communications, Inc.,
including the 64,676,665 shares which may be issued pursuant to
the Plans referred to above. See "Introductory Statement".
(3) Under the Plans listed above, shares may be purchased at a weighted average
price of $24.9222 per share.
(4) Pursuant to Rule 457(h) under the Securities Act of 1933, represents the
aggregate exercise price of options under the Plans listed above for 310,443
shares.
- ------------------------------------------------------------------------------
<PAGE> 3
INTRODUCTORY STATEMENT
Lucent Technologies Inc. ("Lucent" or the "Company") hereby amends its
Registration Statement on Form S-4 (No. 333-79007) (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 64,676,665 shares of common stock, par value $.01
per share, of Lucent ("Lucent Common Stock") issuable upon the exercise of stock
options granted under the Ascend Communications, Inc. 1998 Stock Incentive Plan,
the Ascend Communications, Inc. 1998 Supplemental Stock Incentive Plan, the
Ascend Communications, Inc. 1996 Restricted Stock Plan, the Ascend
Communications, Inc. 1994 Outside Directors Stock Option Plan, the Ascend
Communications, Inc. Amended and Restated 1989 Stock Option Plan, the
Cascade Communications Corp. Amended and Restated 1991 Stock Option Plan,
the Arris Networks, Inc. (f/k/a Concert Communications Corporation) 1995 Stock
Option Plan, the Morning Star Technologies, Inc. Stock Options, the NetStar,
Inc. Stock Option Incentive Plan 1992, the Sahara Networks, Inc. 1995 Stock
Plan, the Stratus Computer, Inc. 1983 Stock Option Plan, the Stratus Computer,
Inc. 1997 Non-Qualified Common Stock Option Plan and the Whitetree, Inc. 1993
Incentive Stock Plan (collectively, the "Plans").
On June 24, 1999, Dasher Merger Inc., a Delaware corporation and a
wholly owned subsidiary of Lucent ("Dasher"), was merged with and into Ascend
Communications, Inc., a Delaware corporation ("Ascend"). As a result of such
merger (the "Merger"), Ascend became a wholly owned subsidiary of Lucent and
each outstanding share (other than shares owned by Lucent, Dasher or Ascend) of
Ascend common stock, par value $.001 per share ("Ascend Common Stock"), was
converted into 1.65 shares of Lucent Common Stock. In addition, each outstanding
option issued pursuant to the Plans will no longer be exercisable for shares of
Ascend 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 Ascend Common Stock for which such option was theretofore
exercisable and (y) 1.65. 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 1.65.
The designation of the Post-Effective Amendment as Registration No.
333-79007 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
<PAGE> 4
that this is the first Post-Effective Amendment to the Form S-4 filed with
respect to such shares. This registration statement also relates to an
additional 310,443 shares which may be purchased pursuant to options granted
under the Plans, which shares were not covered by the original Form S-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 and March 5, 1999, as
amended by Amendment No. 1 thereto filed on Form 8-K/A on May
18, 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.
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
<PAGE> 5
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 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
<PAGE> 6
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.
<PAGE> 7
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
(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
<PAGE> 8
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.
<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
24th day of June, 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 # *by power of attorney
Carla A. Hills #
Drew Lewis #
Richard A. McGinn #
Paul H. O'Neill # Date: June 24, 1999
Donald S. Perkins #
Henry B. Schacht #
Franklin A. Thomas #
John A. Young #####
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
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]
June 24, 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 64,676,665
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
Ascend Communications, Inc. 1998 Stock Incentive Plan, the Ascend
Communications, Inc. 1998 Supplemental Stock Incentive Plan, the Ascend
Communications, Inc. 1996 Restricted Stock Plan, the Ascend Communications,
Inc. 1994 Outside Directors Stock Option Plan, the Ascend Communications, Inc.
Amended and Restated 1989 Stock Option Plan, the Cascade Communications Corp.
Amended and Restated 1991 Stock Option Plan, the Arris Networks, Inc. (f/k/a
Concert Communications Corporation) 1995 Stock Option Plan, the Morning Star
Technologies, Inc. Stock Options, the NetStar, Inc. Stock Option Incentive Plan
1992, the Sahara Networks, Inc. 1995 Stock Plan, the Stratus Computer, Inc.
1983 Stock Option Plan, the Stratus Computer, Inc. 1997 Non-Qualified Common
Stock Option Plan and the Whitetree, Inc. 1993 Incentive 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.
<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
<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 February 26, 1999, except for the fifth paragraph
of Note 1, as to which the date is April 1, 1999, 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/A #1 dated May 18, 1999.
/s/PricewaterhouseCoopers LLP
New York, New York
June 24, 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 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 Kenan Systems Corporation; 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 (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 Ascend Communications, Inc.; 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 17th day of February, 1999.
By: /s/Paul A. Allaire
Paul A. Allaire
Director
<PAGE> 2
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 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 Kenan Systems Corporation; 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 (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 Ascend Communications, Inc.; 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 17th day of February, 1999.
By: /s/Carla A. Hills
Carla A. Hills
Director
<PAGE> 3
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 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 Kenan Systems Corporation; 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 (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 Ascend Communications, Inc.; 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 16th day of February, 1999.
By: /s/Drew Lewis
Drew Lewis
Director
<PAGE> 4
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 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 Kenan Systems Corporation; 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 (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 Ascend Communications, Inc.; 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 16th day of March, 1999.
By: /s/Richard A. McGinn
Richard A. McGinn
Chairman of the Board and
Chief Executive Officer
<PAGE> 5
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 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 Kenan Systems Corporation; 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 (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 Ascend Communications, Inc.; 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 17th day of February, 1999.
By: /s/Paul H. O'Neill
Paul H. O'Neill
Director
<PAGE> 6
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 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 Kenan Systems Corporation; 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 (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 Ascend Communications, Inc.; 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 14th day of February, 1999.
By: /s/Donald S. Perkins
Donald S. Perkins
Director
<PAGE> 7
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 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 Kenan Systems Corporation; 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 (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 Ascend Communications, Inc.; 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 16th day of February, 1999.
By: /s/Henry B. Schacht
Henry B. Schacht
Director
<PAGE> 8
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 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 Kenan Systems Corporation; 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 (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 Ascend Communications, Inc.; 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 17th day of February, 1999.
By: /s/Franklin A. Thomas
Franklin A. Thomas
Director
<PAGE> 9
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 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 Kenan Systems Corporation; 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 (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 Ascend Communications, Inc.; 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 17th day of February, 1999.
By: /s/John A. Young
John A. Young
Director
<PAGE> 10
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 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 Kenan Systems Corporation; 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 (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 Ascend Communications, Inc.; 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 17th day of February, 1999.
By: /s/Donald K. Peterson
Donald K. Peterson
Executive Vice President
and Chief Financial
Officer
<PAGE> 11
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 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 Kenan Systems Corporation; 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 (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 Ascend Communications, Inc.; 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 17th day of February, 1999.
By: /s/James S. Lusk
James S. Lusk
Vice President and
Controller
