As filed with the Securities and Exchange Commission on August 12, 1999
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
Form S-3
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 of (I.R.S. Employer Identification Number)
incorporation or organization
------------------------
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 office)
------------------------
PAMELA F. CRAVEN, ESQ.
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 phone number, of agent for service)
------------------------
Copy to:
ROBERT I. TOWNSEND, III, ESQ.
Cravath, Swaine & Moore
Worldwide Plaza, 825 Eighth Avenue
New York, NY 10019
(212) 474-1000
------------------------
Approximate date of commencement of proposed sale to the public: At such
time or times after the effective date of this registration statement as the
selling securityholders shall determine.
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, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, 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. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Proposed
Title of each maximum maximum
class of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered share(1) price(1) fee
- ------------------------------------------------------------------------------
Common stock, par
value $.01 per
share, and related
preferred stock
purchase rights(2) 42,264 shares $61.5625 $2,601,877.50 $724.00
==============================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based on the average of the high and low
prices of the common stock of Lucent Technologies Inc. as reported on the
New York Stock Exchange on August 10, 1999.
(2) No separate consideration will be received for the rights, which
initially will trade together with the common stock.
------------------------
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the commission, acting pursuant to such
Section 8(a), may determine.
==============================================================================
<PAGE>
Information contained in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS SUBJECT TO COMPLETION
DATED AUGUST 12, 1999
42,264 SHARES
LUCENT TECHNOLOGIES INC.
COMMON STOCK
---------------------------
The 42,264 shares of common stock of Lucent Technologies Inc. offered by
this prospectus are shares of common stock issuable under currently
exercisable warrants assumed by Lucent in connection with its merger with
Ascend Communications, Inc. on June 24, 1999. The shares of common stock
issuable upon the exercise of the warrants may be sold from time to time by or
on behalf of certain securityholders of Lucent. See "Selling Securityholders."
Lucent will not receive any of the proceeds from the sale of the shares by the
selling securityholders. Lucent will receive the proceeds from the cash
exercise of any warrants. See "Use of Proceeds."
The selling securityholders may sell all or a portion of the shares from
time to time on the New York Stock Exchange, in negotiated transactions or
otherwise, and at prices which will be determined by the prevailing market
price for the shares or in negotiated transactions.
Lucent's common stock is quoted on the New York Stock Exchange under the
symbol "LU." On August 11, 1999, the last sale price of Lucent's common stock
as reported on the New York Stock Exchange was 63-11/16.
---------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
---------------------------
The date of this prospectus is August [ ], 1999
<PAGE>
TABLE OF CONTENTS
Page
Where You Can Find More Information.........................................3
Incorporation of Certain Documents by Reference.............................3
Special Note Regarding Forward-Looking Statements...........................4
The Company.................................................................5
Selling Securityholders.....................................................5
Plan of Distribution........................................................6
Use of Proceeds.............................................................9
Legal Matters...............................................................9
Experts.....................................................................9
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
Lucent files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read
and copy any reports, statements or other information that Lucent files with
the Securities and Exchange Commission at the Securities and Exchange
Commission's public reference rooms at the following locations:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661-2511
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information on the public reference rooms. These Securities and
Exchange Commission filings are also available to the public from commercial
document retrieval services and at the Internet world wide web site maintained
by the Securities and Exchange Commission at "http://www.sec.gov." Reports,
proxy statements and other information concerning Lucent may also be inspected
at the offices of the New York Stock Exchange at 20 Broad Street, New York,
New York 10005.
Lucent filed a registration statement on Form S-3 with the Securities and
Exchange Commission to register the Lucent common stock to be sold by the
selling securityholders. This prospectus is a part of that registration
statement. As allowed by Securities and Exchange Commission rules, this
prospectus does not contain all the information you can find in Lucent's
registration statement or the exhibits to the registration statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows Lucent to "incorporate by
reference" information into this prospectus, which means that the company can
disclose important information to you by referring you to other documents
filed separately with the Securities and Exchange Commission. The information
incorporated by reference is considered part of this prospectus, except for
any information superseded by information contained directly in this
prospectus or in later filed documents incorporated by reference in this
prospectus.
This prospectus incorporates by reference the documents set forth below
that Lucent has previously filed with the Securities and Exchange Commission.
These documents contain important business and financial information about
Lucent that is not included in or delivered with this prospectus.
Lucent SEC Filings (File No. 1-11639) Period
1. Annual Report on Form 10-K Fiscal Year ended September 30,
1998, as amended by Amendment No.
1 filed on Form 10-K/A on May 17,
1999
2. Quarterly Reports on Form 10-Q Quarters ended December 31, 1998,
March 31, 1999, and June 30, 1999
3. Current Reports on Form 8-K Filed November 19, 1998, January
8, 1999, January 15, 1999, March
5, 1999, as amended by Amendment
No. 1 filed on Form 8-K/A on May
18, 1999, June 28, 1999 and
August 2, 1999
3
<PAGE>
4. The description of Lucent common Set forth in the Lucent
stock and Lucent rights to acquire registration statement on Form 10
junior preferred stock filed under Section 12 of the
Exchange Act on February 26,
1996, as amended by Amendment No.
1 filed on Form 10/A on March 12,
1996, Amendment No. 2 filed on
March 22, 1996 and Amendment No.
3 filed on Form 10/A on April 1,
1996, including any amendments or
reports filed for the purpose of
updating such descriptions.
Lucent also incorporates by reference additional documents that may be
filed with the Securities and Exchange Commission under Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this prospectus and prior to
the time all of the securities offered by this prospectus are sold. These
include periodic reports, such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy
statements.
If you are a stockholder, we may have sent you some of the documents
incorporated by reference, but you can obtain any of them through Lucent, the
Securities and Exchange Commission or the Securities and Exchange Commission's
Internet web site as described above. Documents incorporated by reference are
available from Lucent without charge, excluding all exhibits, except that if
Lucent has specifically incorporated by reference an exhibit in this
prospectus, the exhibit will also be provided without charge. Stockholders may
obtain documents incorporated by reference in this prospectus by requesting
them in writing or by telephone from Lucent at the following address:
Lucent Technologies
c/o The Bank of New York
Church Street Station
P.O. Box 11009
New York, New York 10286-1009
Telephone: 1-888-LUCENT6
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you
with information that is different from what is contained in this prospectus.
This prospectus is dated August [ ], 1999. You should not assume that the
information contained in this prospectus is accurate as of any date other than
that date.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents we incorporate by reference may contain
certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Statements in this prospectus that
are not historical facts are hereby identified as "forward-looking statements"
for the purpose of the safe harbor provided by Section 21E of the Exchange Act
and Section 27A of the Securities Act. Words such as "estimate," "project,"
"plan," "intend," "expect," "believe" and similar expressions are intended to
identify forward-looking statements. These forward-looking statements are
found at various places throughout this prospectus and the other documents
incorporated by reference, including, but not limited to, the Annual Report on
Form 10-K for the year ended September 30, 1998 of Lucent, including any
amendments. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
prospectus. Lucent does not undertake any obligation to publicly update or
release any revisions to these forward-looking statements to reflect events or
circumstances after the date of this prospectus or to reflect the occurrence
of unanticipated events.
THE COMPANY
Lucent designs, builds and delivers a wide range of public and private
networks, communications systems and software, data networking systems,
business telephone systems and microelectronic components. Lucent is a global
leader in the sale of public communications systems, and is a supplier of
systems or software to most of the world's largest network operators. Lucent
is also a global leader in the sale of business communications systems and in
the sale of microelectronic components for communications applications to
manufacturers of communications systems and computers. Lucent
4
<PAGE>
conducts its research and development activities through Bell Laboratories,
one of the world's foremost industrial research and development organizations.
The principal executive offices of Lucent are located at 600 Mountain
Avenue, Murray Hill, New Jersey 07974 and its telephone number at that
location is (908) 582-8500.
SELLING SECURITYHOLDERS
The selling securityholders hold warrants which were assumed by Lucent in
connection with its Ascend merger on June 24, 1999. The warrants were
originally issued by NetStar, Inc. in private offerings made in reliance on
Regulation D and/or Section 4(2) of the Securities Act and were assumed by
Ascend when Ascend acquired NetStar. The following summaries of certain
provisions of the warrants do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, the provisions of the
forms of Warrant Agreement, copies of which are filed as exhibits to this
registration statement.
Bridge Warrants. In June 1995, NetStar completed a bridge financing
consisting of the issuance of bridge units. Each bridge unit consisted of a
$50,000 principal amount promissory note and warrants to purchase 10,000
shares of NetStar's common stock. The financing resulted in $4,200,000 of
principal amount of notes outstanding and the issuance of bridge warrants to
purchase 840,000 shares of NetStar's common stock. As of the date of this
prospectus, bridge warrants to purchase approximately 28,686 shares of common
stock of Lucent are outstanding. The bridge warrants are exercisable at
$9.5939 per share of Lucent common stock and expire in October 1999.
Underwriter's Warrants. In connection with a public offering of its
common stock in September 1995, NetStar issued warrants to purchase an
aggregate of 380,000 shares of its common stock for a nominal purchase price
to the R.J. Steichen & Company, the underwriter of the offering. The
underwriter's warrants include "cashless" exercise provisions. As of the date
of this prospectus, underwriter's warrants to purchase approximately 13,578
shares of common stock of Lucent are outstanding. The underwriter's warrants
may be exercised in whole or in part during the four-year period beginning in
September 1996 at $17.9818 per share of Lucent common stock.
The following table lists (1) the number of shares of Lucent common stock
which the selling securityholders owned or had the right to acquire upon the
exercise of the warrants issued to the selling securityholders, as of August
11, 1999, (2) the percentage of outstanding shares of Lucent common stock
represented by that number of shares and (3) the number of shares of Lucent
common stock registered for sale hereby.
None of the selling securityholders has had a material relationship with
Lucent within the past three years other than as a result of the ownership of
the warrants or other securities of Lucent. No estimate can be given as to the
amount of shares that will be held by the selling securityholders after
completion of this offering because the selling securityholders may offer all
or some of the shares and because there currently are no agreements,
arrangements or understandings with respect to the sale of any of the shares.
The shares offered by this prospectus may be offered from time to time by the
selling securityholders named below.
Percentage Number
of of Shares
Shares Outstanding Registered
Beneficially Shares for Sale
Selling Securityholder/(1) Owned (2) Owned Hereby (3)
- -------------------------- --------- ----- ----------
Jack J. Karnowski 8,250 * 8,250
Dennis Hanish 6,789 * 6,789
Jon Ryden 6,789 * 6,789
Michael W. Diffley 5,839 * 5,839
Robert H. Doerr and Susan C. Doerr 5,839 * 5,839
Dean C. Laurance 5,839 * 5,839
Mac W. Lutz III 2,919 * 2,919
5
<PAGE>
(1) The selling securityholders have sole voting and investment power with
respect to all shares of Lucent common stock shown as beneficially owned
by them, subject to community property laws, where applicable.
(2) Certain warrants contain "cashless" exercise provisions. These provisions
allow the holders of the warrants to exercise the warrants without paying
the exercise price in cash. Instead, the holders would receive shares of
Lucent common stock having a value equal to the aggregate amount by which
the higher fair market value of the common stock underlying the warrants
exceeds the exercise price of the warrants. Assuming all of the selling
securityholders eligible to use a cashless exercise did so, and assuming
a fair market value of the Lucent common stock is 63-11/16, the last
sales price of Lucent's common stock on August 11, 1999 as reported on
the New York Stock Exchange, an aggregate of approximately 38,430 shares
of Lucent common stock would be issued upon the exercise of all of the
warrants.
(3) This registration statement also shall cover any additional shares of
common stock which become issuable in connection with the shares
registered for sale hereby by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
Lucent's outstanding shares of common stock.
* Represents beneficial ownership of less than 1% of the outstanding shares
of Lucent after completion of the offering.
PLAN OF DISTRIBUTION
Resales by Selling Securityholders
Lucent is registering the shares on behalf of the selling
securityholders. Any or all of the selling securityholders may offer the
shares from time to time, either in increments or in a single transaction. The
selling securityholders may also decide not to sell all the shares they are
allowed to sell under this prospectus. The selling securityholders will act
independently of Lucent in making decisions with respect to the timing, manner
and size of each sale.
Donees and Pledgees
The term "selling securityholders" includes donees, persons who receive
shares from the selling securityholders after the date of this prospectus by
gift. The term also includes pledgees, persons who, upon contractual default
by the selling securityholders, may seize shares which the selling
securityholders pledged to such persons. If the selling securityholders notify
Lucent that a donee or pledgee intends to sell more than 500 shares, Lucent
will file a supplement to this prospectus.
Costs and Commissions
Lucent will pay all costs, expenses and fees in connection with the
registration of the shares. The selling securityholders will pay all brokerage
commissions and similar selling expenses, if any, attributable to the sale of
shares.
Types of Sale Transactions
The selling securityholders will act independently of Lucent in making
decisions with respect to the timing, manner and size of each sale. The
selling securityholders may sell the shares in one or more types of
transactions (which may include block transactions):
o on the NYSE,
o in negotiated transactions,
o through the writing of options on shares,
o short sales, or
o any combination of such methods of sale.
The shares may be sold at a fixed offering price, which may be changed,
or at market prices prevailing at the time of sale, or at negotiated prices.
Such transactions may or may not involve brokers or dealers.
Sales To or Through Broker-Dealers
The selling securityholders may either sell shares directly to
purchasers, or sell shares to, or through, broker-dealers. These
broker-dealers may act either as an agent of the selling securityholders, or
as a principal for the broker-dealer's own account. Such broker-dealers may
receive compensation in the form of discounts, concessions, or commissions
from the selling securityholders and/or the purchasers of shares. This
compensation may be received both if the broker-dealer acts as an agent or as
a principal. This compensation might also exceed customary commissions.
6
<PAGE>
The selling securityholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in
the course of hedging the positions they assume with selling securityholders.
The selling securityholders also may sell shares short and re-deliver the
shares to close out such short positions. The selling securityholders may
enter into option or other transactions with broker-dealers which require the
delivery to the broker-dealer of the shares. The broker-dealer may then resell
or otherwise transfer such shares pursuant to this prospectus. The selling
securityholders also may loan or pledge the shares to a broker-dealer. The
broker-dealer may sell the shares so loaned, or upon a default the
broker-dealer may sell the pledged shares pursuant to this prospectus.
Deemed Underwriting Compensation
The selling securityholders and any broker-dealers that act in connection
with the sale of shares might be deemed to be "underwriters" within the
meaning of Section 2(a)(11) of the Securities Act. Any commissions received by
such broker-dealers, and any profit on the resale of shares sold by them while
acting as principals, could be deemed to be underwriting discounts or
commissions under the Securities Act.
Indemnification
The selling securityholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of shares
against certain liabilities, including liabilities arising under the
Securities Act.
Prospectus Delivery Requirements
Because a selling securityholder may be deemed an underwriter, the
selling securityholder must deliver this prospectus and any supplements to
this prospectus in the manner required by the Securities Act. This might
include delivery through the facilities of the NYSE in accordance with Rule
153 under the Securities Act. Lucent has informed the selling securityholders
that their sales in the market may be subject to the anti-manipulation
provisions of Regulation M under the Exchange Act.
State Requirements
Some states require that any shares sold in that state only be sold
through registered or licensed brokers or dealers. In addition, some states
require that the shares have been registered or qualified for sale in that
state, or that there exists an exemption from the registration or
qualification requirements and that the exemption has been complied with.
Sales Under Rule 144
The selling securityholders may also resell all or a portion of the
shares in open market transactions in reliance upon Rule 144 under the
Securities Act. To do so, the selling securityholders must meet the criteria
and comply with the requirements of Rule 144.
Distribution Arrangements with Broker-Dealers
If the selling securityholders notify Lucent that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through:
o a block trade,
o special offering,
o exchange distribution or secondary distribution, or
o a purchase by a broker or dealer,
then Lucent will file, if required, a supplement to this prospectus under Rule
424(b) under the Securities Act.
The supplement will disclose, to the extent required:
o the name of such selling securityholder and of the participating
broker-dealer(s),
7
<PAGE>
o the number of shares involved,
o the price at which such shares were sold,
o the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
o that such broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in this
prospectus, and
o any other facts material to the transaction.
USE OF PROCEEDS
Lucent will not receive any proceeds from the sale of the shares by the
selling securityholders. Lucent could receive up to approximately $519,000
upon exercise of all of the warrants (of which there can be no assurance).
Lucent intends to use any proceeds received from the exercise of warrants for
general corporate purposes, which may include repaying indebtedness, making
additions to its working capital, funding future acquisitions or any other
purpose described in the applicable prospectus supplement.
LEGAL MATTERS
The legality of Lucent common stock offered by this prospectus will be
passed upon for Lucent by Pamela F. Craven, Vice President--Law and Secretary,
of Lucent. As of August 3, 1999, Pamela F. Craven owned 1,096 shares of Lucent
common stock and options and stock units for 282,400 shares of Lucent common
stock. Cravath, Swaine & Moore, New York, New York from time to time acts as
counsel for Lucent and its subsidiaries.
EXPERTS
The consolidated balance sheets of Lucent as of September 30, 1998 and
1997 and the related consolidated statements of income, changes in
shareowners' equity and cash flows for each of the two years in the period
ended September 30, 1998 and for the nine-month period ended September 30,
1996, included in Lucent's Current Report on Form 8-K filed August 2, 1999
have been incorporated by reference in this prospectus in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of that firm as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses in connection with
the sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimates
except the Securities and Exchange Commission registration fees and the New
York Stock Exchange listing fee.
To be Paid By The
registrant
SEC Registration Fee $ 724
Accounting fees and expenses $ 5,000
Legal fees and expenses $ 2,500
Miscellaneous $ 276
-------------
Total $ 8,500
=============
Lucent will pay all expenses of registration, issuance and distribution
of the shares being sold by the selling securityholders, excluding fees and
expenses of counsel to the selling securityholders and any underwriting
commissions and discounts, filing fees and transfer or other taxes, which
shall be borne by the selling securityholders.
8
<PAGE>
ITEM 15. Indemnification of Directors and Officers.
The registrant's Certificate of Incorporation provides that a director of
the registrant shall not be personally liable to the registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except, if required by the Delaware General Corporation Law, for liability (1)
for any breach of the director's duty of loyalty to the registrant or its
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under Section 174 of
the Delaware General Corporation Law, which concerns unlawful payments of
dividends, stock purchases or redemptions or (4) for any transaction from
which the director derived an improper personal benefit. Neither the amendment
nor repeal of such provision shall 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 registrant's Certificate of Incorporation provides directors
with protection from awards for monetary damages for breach of their duty of
care, it does not eliminate such duty. Accordingly, the registrant's
Certificate of Incorporation 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 registrant's Certificate of Incorporation 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 registrant or is or was
serving at the request of the registrant 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, shall be indemnified and
held harmless by the registrant to the fullest extent authorized by the
Delaware General Corporation Law, 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 registrant to provide broader indemnification rights
than said law permitted the registrant 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 registrant pay the expenses incurred in defending any
such proceeding in advance of its final disposition, subject to the provisions
of the Delaware General Corporation Law. Such rights are not exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the registrant's Certificate of Incorporation or 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
registrant thereunder in respect of any occurrence or matter arising prior to
any such repeal or modification.
The registrant's Certificate of Incorporation also specifically
authorizes the registrant to maintain insurance and to grant similar
indemnification rights to employees or agents of the registrant. The directors
and officers of the registrant are covered by insurance policies indemnifying
them against certain liabilities, including certain liabilities arising under
the Securities Act of 1933, which might be incurred by them in such
capacities.
ITEM 16. Exhibits.
See exhibit index.
ITEM 17. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
9
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission under Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post- effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) 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.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
D. The undersigned registrant hereby undertakes that:
(1) For the purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the registration
statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
10
<PAGE>
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 the City of Murray Hill, State of New Jersey on
August 12, 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, this
registration statement has been signed by the following persons in the
capacities and on the dates 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: ##### By: /s/ James S. Lusk
# --------------------
# (James S. Lusk
# attorney-in-fact)
James S. Lusk #
Vice President and #
Controller #
#
Directors: #
#
Paul A. Allaire # Date: August 12, 1999
Carla A. Hills #
Drew Lewis #
Paul H. O'Neill #
Donald S. Perkins #
Henry B. Schacht #
Franklin A. Thomas #
John A. Young #
11
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
2.1* Agreement and Plan of Merger dated as of January 12, 1999, as
amended as of May 16, 1999, by and among Lucent, Dasher Merger
Inc. and Ascend (incorporated by reference to Annex I to the
proxy statement/prospectus which is a part of the Registration
Statement (No. 333-79007) on Form S-4).
3.1* Certificate of Incorporation of the registrant, as amended
effective February 17, 1999 (incorporated by reference to
Exhibit (3)(i) to the registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1999).
4.1* Rights Agreement between the registrant and The Bank of New
York (successor to First Chicago Trust Company of New York), as
Right Agent, dated as of April 4, 1996 (incorporated by
reference to Exhibit 4.2 to the Registration Statement (No.
333-00703) on Form S-1).
4.2* 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).
4.5 Form of Ascend Warrant Agreements.
4.6 Form of NetStar Warrant Agreements
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 Pamela F. Craven is contained in the opinion of
counsel filed as Exhibit 5.1.
23.2 Consent of Independent Accountants.
24.1 Powers of Attorney executed by officers and directors who
signed this registration statement.
* Incorporated herein by reference.
12
Exhibit 4.5
ASCEND COMMUNICATIONS, INC.
COMMON STOCK PURCHASE WARRANT
Ascend Communications, Inc., a Delaware corporation (the "Company"),
hereby agrees that, for value received, ....................................,
or his assigns, is entitled, subject to the terms set forth below, to purchase
from the Company at any time or from time to time after September 1, 1996, and
before 2:30 p.m., California time, on September 19, 2000, [ ] Shares of the
Company at an exercise price of [$ ] per Share (the "Shares").
1. Exercise of Warrant. The purchase rights granted by this Warrant shall
be exercised (in minimum quantities of 50 Shares) by the holder surrendering
this Warrant with the form of exercise attached hereto duly executed by such
holder, to the Company at its principal office, accompanied by payment, in
cash or by cashier's check payable to the order of the Company, of the
purchase price payable in respect of the Shares being purchased. If less than
all of the Shares purchasable hereunder are purchased, the Company will, upon
such exercise, execute and deliver to the holder hereof a new Warrant (dated
the date hereof) evidencing the number of Shares not so purchased. As soon as
practicable after the exercise of this Warrant and payment of the purchase
price, the Company will cause to be issued in the name of and delivered to the
holder hereof, or as such holder may direct, a certificate or certificates
representing the Shares purchased upon such exercise. The Company may require
that such certificate or certificates contain on the face thereof a legend
substantially as follows:
"The transfer of the Shares represented by this certificate is restricted
pursuant to the terms of a Common Stock Purchase of Warrant dated [ ],
1996 issued by Ascend Communications, Inc., a copy which is available for
inspection at the offices of Ascend Communications, Inc. Transfer may not
be made except in accordance with the terms of the Common Stock Purchase
Warrant. In addition, no sale, offer to sell or transfer of the Shares
represented by this certificate shall be made without (i) the opinion of
counsel satisfactory to Ascend Communications, Inc. that such sale, offer
or transfer may be made without registration or qualification under the
Federal Securities Act of 1933, as amended (the "Act"), and applicable
state securities laws or (ii) such registration or qualification."
2. Negotiability and Transfer. This Warrant is issued upon the following
terms, to which each holder hereof consents and agrees:
(a) Until this Warrant is duly transferred on the books of the Company,
the Company may treat the registered holder of this Warrant as absolute owner
hereof for all purposes without being affected by any notice to the contrary.
(b) Each successive holder of this Warrant, or of any portion of the
rights represented thereby, shall be bound by the terms and conditions set
forth herein.
3. Antidilution Adjustments. If the Company shall at any time hereafter
subdivide or combine its outstanding shares of Common Stock, or declare a
dividend payable in Common Stock, the exercise price in effect immediately
prior to the subdivision, combination or record date for such dividend payable
in Common Stock shall forthwith be proportionately increased, in the case of
combination, or proportionately decreased, in the case of subdivision or
declaration of a dividend payable in Common Stock, and the number of Shares
purchasable upon exercise of this Warrant, immediately preceding such event,
shall be changed to the number determined by dividing the then current
exercise price by the exercise price as adjusted after such subdivision,
combination or dividend payable in Common Stock and multiplying the result of
such division against the number of Shares purchasable upon the exercise of
this Warrant immediately preceding such event, so as to achieve an exercise
price and number of Shares purchasable after such event proportional to such
exercise price and number of Shares purchasable immediately
<PAGE>
preceding such event. All calculations hereunder shall be made to the nearest
cent or to the nearest one-hundredth of a share, as the case may be.
No fractional Shares are to be issued upon the exercise of this Warrant,
but the Company shall pay a cash adjustment in respect of any fraction of a
Share which would otherwise be issuable in an amount equal to the same
fraction of the market price per share of Shares on the day of exercise as
determined in good faith by the Company.
In case of any capital reorganization or any reclassification of the
shares of Common Stock of the Company, or in the case of any consolidation
with or merger of the Company into or with another corporation, or the sale of
all or substantially all of its assets to another corporation, which is
effected in such a manner that the holders of Common Stock shall be entitled
to receive stock, securities or assets with respect to or in exchange for
Common Stock, then, as a part of such reorganization, reclassification,
consolidation, merger or sale, as the case may be, lawful provision shall be
made so that the holder of the Warrant shall have the right thereafter to
receive, upon the exercise hereof, the kind and amount of shares of stock or
other securities or property which the holder would have been entitled to
receive if, immediately prior to such reorganization, reclassification,
consolidation, merger or sale, the holder had held the number of Shares which
were then purchasable upon the exercise of the Warrant. In any such case,
appropriate adjustment (as determined in good faith by the Board of Directors
of the Company) shall be made in the application of the provisions set forth
herein with respect to the rights and interest thereafter of the holder of the
Warrant, to the end that the provisions set forth herein (including provisions
with respect to adjustments of the exercise price) shall thereafter be
applicable, as nearly as reasonably may be, in relation to any shares of stock
or other property thereafter deliverable upon the exercise of the Warrant.
When any adjustment is required to be made in the exercise price, initial
or adjusted, the Company shall forthwith determine the new exercise price, and
(a) prepare and retain on file a statement describing in reasonable
detail the method used in arriving at the new exercise price; and
(b) cause a copy of such statement to be mailed to the holder of the
Warrant as of a date within ten (10) days after the date when the
circumstances giving rise to the adjustment occurred.
4. Registration Rights. Prior to making any disposition of the Warrant or
of any Shares purchased upon exercise of the Warrant, the holder will give
written notice to the Company describing briefly the manner of any such
proposed disposition. The holder will not make any such disposition until (i)
the Company has notified him that, in the opinion of its counsel, registration
under the Act is not required with respect to such disposition, or (ii) a
Registration Statement covering the proposed distribution has been filed by
the Company and has become effective. The Company agrees that, upon receipt of
written notice from the holder hereof with respect to such proposed
distribution, it will use its best efforts, in consultation with the holder's
counsel, to ascertain as promptly as possible whether or not registration is
required, and will advise the holder promptly with respect thereto, and the
holder will cooperate in providing the Company with information necessary to
make such determination.
If, at any time prior to September 19, 2002, the Company shall propose to
file any Registration Statement (other than any registration on Forms S-4, S-8
or any other similarly inappropriate form) under the Securities Act of 1933,
as amended, covering a public offering of the Company's Shares or other shares
of Common Stock, it will notify the holder hereof at least thirty (30) days
prior to each such filing and will include in the Registration Statement (to
the extent permitted by applicable regulation), the Shares purchased by the
holder or purchasable by the holder upon the exercise of the Warrant to the
extent requested by the holder hereof.
Notwithstanding the foregoing, the number of Shares of the holders of the
Warrants proposed to be registered thereby shall be reduced pro rata with any
other selling shareholder (other than the Company) upon the reasonable request
of the managing underwriter of such offering.
2
<PAGE>
At any time prior to September 19, 2000, and provided that a registration
statement on Form S-3 (or its equivalent) is then available to the Company,
and on a one-time basis only, if the holders of 50% or more of the Warrants
and/or the Shares acquired upon exercise of the Warrants request the
registration of at least 51% of the Shares on Form S-3 (or its equivalent),
the Company shall promptly thereafter use its best efforts to effect the
registration under the Securities Act of 1933, as amended, of all such shares
which such holders request in writing to be so registered, and in a manner
corresponding to the methods of distribution described in such holders'
request (and with respect to the "demand" registration rights referred to
immediately above, on a one-time basis only).
All expenses of any such registrations referred to in this Section 4,
except the fees of counsel to such holders and underwriting commissions or
discounts, filing fees, and any transfer or other taxes applicable to such
shares, shall become by the Company.
The Company will mail to each record holder, at the last known post
office address, written notice of any exercise of the rights granted under
this paragraph 4, by certified or registered mail, return receipt requested,
and each holder shall have twenty (20) days from the date of deposit of such
notice in the U.S. Mail to notify the Company in writing whether such holder
wishes to join in such exercise.
The Company will furnish the holder hereof with a reasonable number of
copies of any prospectus included in such filings and will amend or supplement
the same as required during the period of required use thereof. The Company
will maintain, at its expense, the effectiveness of any Registration Statement
or the Offering Statement filed by the Company, whether or not at the request
of the holder hereof, for a time sufficient to allow for the disposition of
the Shares, but not to exceed one hundred eighty (180) days, following the
effective date thereof.
In the case of the filing of any Registration Statement, and to the
extent permissible under the Securities Act of 1933, as amended, and
controlling precedent thereunder, the Company and the holder hereof shall
provide cross indemnification agreements to each other in customary scope
covering the accuracy and completeness of the information furnished by each.
The holder of the Warrant agrees to cooperate with the Company in the
preparation and filing of any such Registration Statement or Offering
Statement, and in the furnishing of information concerning the holder for
inclusion therein, or in any efforts by the Company to establish that the
proposed sale is exempt under the Act as to any proposed distribution.
Shares shall cease to be entitled to the registration rights set forth in
this Section 4 when they (i) shall have been disposed of pursuant to an
effective registration statement under the Securities Act, or (ii) they shall
have been distributed to the public pursuant to Rule 144 promulgated under the
Securities Act.
5. Right to Convert.
(a) The holder of this Warrant shall have the right to require the
Company to convert this Warrant (the "Conversion Right"), at any time after
September 16, 1996 and prior to its expiration, into shares of Common Stock as
provided for in this Section 5. Upon exercise of the Conversion Right, the
Company shall deliver to the holder (without payment by the bolder of any
exercise price) that number of shares of Common Stock equal to the number of
shares of Common Stock resulting from multiplying the number of shares
requested to be converted hereunder times the quotient obtained by dividing
(x) the value of the Warrant at the time the Conversion Right is exercised
(determined by subtracting the aggregate exercise price for the Warrant Shares
in effect immediately prior to the exercise of the Conversion Right from the
aggregate Fair Market Value (as determined below) for the Warrant Shares
immediately prior to the exercise of the Conversion Right) by (y) the Fair
Market Value of one share of Common Stock immediately prior to the exercise of
the Conversion Right.
(b) The Conversion Right may be exercised by the holder, at any time or
from time to time, prior to its expiration, on any business day, by delivering
a written notice (the "Conversion Notice") to the Company at the offices of
the Company exercising the Conversion Right and
3
<PAGE>
specifying (i) the total number of shares of Stock the Warrantholder will
purchase pursuant to such conversion, and (ii) a place, and a date not less
than five (5) nor more than twenty (20) business days from the date of the
Conversion Notice for the closing of such purchase.
(c) At any closing under Section 5(b) hereof, (i) the holder will
surrender the Warrant, (ii) the Company will deliver to the holder a
certificate or certificates for the number of shares of Common Stock issuable
upon such conversion, together with cash, in lieu of any fraction of a share,
and (iii) the Company will deliver to the holder a new Warrant representing
the number of shares, if any, with respect to which the Warrant shall not have
been converted.
(d) "Fair Market Value" of a share of Common Stock as of a particular
date (the "Determination Date") shall mean:
(i) If the Company's Common Stock is traded on an exchange or is
quoted on The Nasdaq National Market or Small-Cap Market, then the
average closing or last sale prices, respectively, reported for the ten
(10) business days immediately preceding the Determination Date.
(ii) If the Company's Common Stock is not traded on an exchange or
on The Nasdaq National Market or Small-Cap Market, but is traded in the
over-the-counter market, then the average of the closing bid and asked
prices reported for the ten (10) business days immediately preceding the
Determination Date.
6. Notices. The Company shall mail to the registered holder of the
Warrant, at his or her last known post office address appearing on the books
of the Company, not less than fifteen (15) days prior to the date on which (a)
a record will be taken for the purpose of determining the holders of Shares
entitled to dividends (other than cash dividends) or subscription rights, or
(b) a record will be taken (or in lieu thereof, the transfer books will be
closed) for the purpose of determining the holders of common stock entitled to
notice of and to vote at a meeting of shareholders at which any capital
reorganization, reclassification of common stock, consolidation, merger,
dissolution, liquidation, winding up or sale of substantially all of the
Company's assets shall be considered and acted upon.
7. Reservation of Common Stock. A number of shares of Common Stock
sufficient to provide for the exercise of the Warrant and the Shares included
therein upon the basis herein set forth shall at all times be reserved for the
exercise thereof
8. Miscellaneous. Whenever reference is made herein to the issue or sale
of shares of Common Stock, the term "Common Stock" shall include any stock of
any class of the Company other than preferred stock that has a fixed limit on
dividends or a payment preference in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company.
The Company will not, by amendment of its articles of incorporation or
through reorganization, consolidation, merger, dissolution or sale of assets,
or by any other voluntary act or deed, avoid or seek to avoid the observance
or performance of any of the covenants, stipulations or conditions to be
observed or performed hereunder by the Company, but will, at all times in good
faith, assist, insofar as it is able, in the carrying out of all provisions
hereof and in the taking of all other action which may be necessary in order
to protect the rights of the holder hereof against dilution.
Upon written request of the holder of this Warrant, the Company will
promptly provide such holder with a then current written list of the names and
addresses of all holders of warrants originally issued under the terms of, and
concurrent with, this Warrant.
The representations, warranties and agreements herein contained shall
survive the exercise of this Warrant. References to the "holder of" include
the immediate holder of shares purchased on the exercise of this Warrant, and
the word "holder" shall include the plural thereof. This Common Stock Purchase
Warrant shall be interpreted under the laws of the State of Minnesota.
4
<PAGE>
All Shares or other securities issued upon the exercise of the Warrant
shall be validly issued, fully paid and non-assessable, and the Company will
pay all taxes in respect of the issuer thereof.
Notwithstanding anything contained herein to the contrary, the holder of
this Warrant shall not be deemed a stockholder of the Company for any purpose
whatsoever until and unless this Warrant is duly exercised.
IN WITNESS WHEREOF, this Warrant has been duly executed by Ascend
Communications, Inc., as of this [ ] day of [ ] 1996.
ASCEND COMMUNICATIONS, INC.
By:
------------------------
Title:
-----------------------
5
<PAGE>
WARRANT EXERCISE FORM
To be signed only upon exercise of Warrant
The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ............................ of the Shares of Lucent
Technologies Inc. to which such Warrant relates and herewith makes payment of
$.............. therefor in cash or by certified check, and requests that such
shares be issued and be delivered to, .............., the address for which is
set forth below the signature of the undersigned.
Dated:
--------------------------
- ------------------------------ -------------------------------------
(Taxpayer's I.D. Number) (Signature)
--------------------------------------
--------------------------------------
(Address)
ASSIGNMENT FORM
To be signed only upon authorized transfer of Warrant
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto ............................ the right to purchase Shares of Ascend
Communications, Inc. to which the within Warrant relates and appoints
.............., attorney, to transfer said right on the books of Ascend
Communications, Inc. with full power of substitution in the premises.
Dated:
----------------------------- -------------------------------------
(Signature)
--------------------------------------
--------------------------------------
(Address)
6
Exhibit 4.6
WARRANT FOR PURCHASE OF SHARES OF
COMMON STOCK
OF NETSTAR, INC.
FOR VALUE RECEIVED, ........................, or registered assigns (the
"Holder"), is entitled to purchase from NetStar, Inc., a Minnesota corporation
(the "Company"), commencing on October 31, 1995 and on or before October 31,
1999, [....] fully paid and nonassessable shares of the Company's Common
Stock, $0.01 par value (such class of stock being hereinafter referred to as
the "Common Stock" and such Common Stock as may be acquired upon exercise
hereof being hereinafter referred to as the "Warrant Stock"), at an exercise
price equal to (a) eighty percent (80%) of the price to public of an initial
public offering of the Company's Common Stock which is effective on or before
October 31, 1995 or (b) $4.00 per share if such public offering is effective
after October 31, 1995 (or is not completed) (the "Warrant Exercise Price").
The Warrant has beenissued to the Holder by the Company pursuant to the
Bridge Loan Agreement dated as of May 12, 1995, by and between the Company and
the Holder (the "Agreement"), and is subject to the terms and provisions
thereof.
This Warrant is subject to the following provisions, terms, and
conditions:
1. The rights represented by this Warrant may be exercised by the Holder,
in whole or in part (but not as to a fractional share of Common Stock), by
written notice of exercise substantially in the form attached hereto as
Schedule I, which notice shall be delivered to the Company accompanied by the
surrender of this Warrant (properly endorsed if required) at the principal
office of the Company and upon payment to the Company, by cash, certified
check or bank draft, of the Warrant Exercise Price for such shares. The
Company agrees that the Warrant Stock so purchased shall be and is deemed to
be issued as of the close of business on the date on which this Warrant shall
have been surrendered and payment made for such Warrant Stock as aforesaid.
Certificates for the shares of Warrant Stock so purchased shall be delivered
to the Holder within thirty (30) days after the rights represented by this
Warrant shall have been so exercised, and, unless this Warrant has expired, a
new Warrant representing the number of shares of Warrant Stock, if any, with
respect to which this Warrant has not been exercised shall also be delivered
to the Holder within such time. Notwithstanding the foregoing, however, the
Company shall not be required to deliver any certificates for shares of
Warrant Stock, except in accordance with the provisions and subject to the
limitations of Paragraph 5 below.
2. The Company covenants and agrees that all shares of Warrant Stock that
may be issued upon the exercise of this Warrant will, upon issuance, be duly
authorized and issued, fully paid and nonassessable and free from all taxes,
liens, and charges with respect to the issuance thereof. The Company further
covenants and agrees that until expiration of this Warrant, the Company will
at all times have authorized, and reserved for the purpose of issuance upon
- ----------------------------------------
THIS AMOUNT IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH AT THE
BOTTOM OF THE LAST PAGE HEREOF.
<PAGE>
exercise of this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.
3. The provisions in this Warrant relating to the Warrant Exercise Price
and the number of shares of Warrant Stock to be issued upon exercise of this
Warrant shall be subject to adjustment from time to time as hereinafter
provided.
(a) Upon each adjustment of the Warrant Exercise Price, the Holder of
this Warrant shall thereafter be entitled to purchase, at the Warrant Exercise
Price resulting from such adjustment, the number of shares of Common Stock
obtained by multiplying the Warrant Exercise Price in effect immediately prior
to such adjustment by the number of shares of Common Stock purchasable hereto
immediately prior to such adjustment and dividing the product thereof by the
Warrant Exercise Price resulting from such adjustment.
(b) In case the Company shall at any time subdivide its outstanding
Common Stock into a greater number of shares or declare a dividend payable in
Common Stock, the Warrant Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of shares of
Common Stock purchasable pursuant to this Warrant shall be proportionately
increased, and conversely, in case the Company's outstanding Common Stock
shall be combined into a smaller number of shares, the Warrant Exercise Price
in effect immediately prior to such combination shall be proportionately
increased and the number of shares of Common Stock purchasable upon the
exercise of this Warrant shall be proportionately reduced.
(c) If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of Common Stock shall
be entitled to receive stock, securities or assets ("Substituted Property")
with respect to or in exchange for such Common Stock, then, as a condition of
such reorganization, reclassification, consolidation, merger or sale, the
Holder shall have the right to purchase and receive upon the basis and upon
the terms and conditions specified in this Warrant, and in lieu of the Common
Stock of the Company immediately theretofore purchasable and receivable upon
the exercise of the rights represented hereby, such Substituted Property as
would have been issued or delivered to the Holder if it had exercised this
Warrant and had received upon exercise of this Warrant the Common Stock prior
to such reorganization, reclassification, consolidation, merger, or sale. The
Company shall not effect any such consolidation, merger, or sale, unless prior
to the consummation thereof the successor corporation (if other than the
Company) resulting from such consolidation or merger or the corporation
purchasing such assets shall assume by written instrument executed and mailed
to the Holder at the last address of the Holder appearing on the books of the
Company, the obligation to deliver to the Holder such Substituted Property as,
in accordance with the foregoing provisions, the Holder may be entitled to
purchase.
(d) If the Company takes any other action, or if any other event occurs
which does not come within the scope of the provisions of Paragraphs 3 (b) or
3 (c), but which should result in an adjustment in the Warrant Exercise Price
and/or the number of shares subject to the Warrant in order to fairly protect
the purchase rights of the Holder, an appropriate adjustment in such purchase
rights shall be made by the Company.
(e) Upon any adjustment of the Warrant Exercise Price or the number of
shares issuable upon of this Warrant, the Company shall give written notice
thereof, by first-class mail, postage prepaid, addressed to the Holder at the
address of the Holder as shown on the books of the Company, which notice shall
state the Warrant Exercise Price resulting from such adjustment and the
increase or decrease, if any, in the number of shares purchasable at such
price upon the exercise of this Warrant, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based.
4. This Warrant shall not entitle the Holder to any voting, rights or
other rights as a shareholder of the Company.
5. The Holder, by acceptance hereof, represents and warrants that (a) it
is acquiring this Warrant for its own account for investment purposes only and
not with a view to its resale or
2
<PAGE>
distribution and (b) it has no present intention to resell or otherwise
dispose of all or any part of this Warrant. Other than pursuant to
registration under federal and applicable state securities laws or an
exemption from such registration, the availability of which the Company shall
determine in its sole discretion, neither this Warrant nor any shares of
Warrant Stock may be sold, pledged, assigned, or otherwise disposed of
(whether voluntarily or involuntarily). The Company may condition such sale,
pledge, assignment, or other disposition on the receipt from the party to whom
this Warrant is to be so transferred or to whom Warrant Stock is to be issued
or so transferred of any representations and agreements requested by the
Company in order to permit such issuance or transfer to be made pursuant to
exemptions from registration under federal and applicable state securities
laws. Each certificate representing the Warrant (or any part thereof) and any
shares of Warrant Stock shall bear appropriate legends setting forth these
restrictions on transferability. The Holder, by acceptance hereof, agrees to
give written notice to the Company before transferring this Warrant or any
shares of Warrant Stock of the Holder's intention to do so, describing briefly
the manner of any proposed transfer. Within thirty (30) days after receiving
such written notice, the Company shall notify the Holder as to whether such
transfer may be effected and of the conditions to any such transfer.
6. This Warrant shall be transferable only on the books of the Company by
the Holder in person, or by duly authorized attorney, on surrender of the
Warrant, properly assigned.
7. Neither this Warrant nor any terms hereof may be changed, waived,
discharged, or terminated orally but only by an instrument in writing signed
by the party against which enforcement of the change, waiver, discharge, or
termination is sought.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed on
its behalf by its duly authorized officer on the day and year first above
written.
NETSTAR, INC.
Title:
-----------------------
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAW. THESE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR
SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE
DISPOSED OF, AND NO TRANSFER OF THE SECURITIES WELL BE MADE BY THE
COMPANY OR ITS TRANSFER AGENT, IN THE ABSENCE OF SUCH REGISTRATION OR AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED.
3
EXHIBIT 5.1
August 10, 1999
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, New Jersey 07974
Ladies and Gentlemen:
I have acted as counsel for Lucent Technologies Inc., a Delaware
corporation ("Lucent"), in connection with the preparation of a Registration
Statement on Form S-3 (the "Registration Statement") to be filed by Lucent
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933 (the "Act"). The Registration Statement relates to up
to 42,264 shares (the "Shares") of common stock, par value $0.01 per share
(the "Common Stock") which may be issued by Lucent upon the exercise of
warrants (the "Warrants") assumed by Lucent, pursuant to the Agreement and
Plan of Merger (the "Merger Agreement") dated as of January 12, 1999, amended
as of May 16, 1999, among Lucent, Dasher Merger Inc., a Delaware corporation
and a wholly owned subsidiary of Lucent ("Sub"), and Ascend Communications,
Inc., a Delaware corporation.
I have examined such corporate records, certificates and other documents
as I have considered necessary or appropriate for the purposes of this
opinion. In such examination, I have assumed the genuineness of all signatures
and the authenticity of all documents submitted to me as copies. In examining
agreements executed by parties other than Lucent and Sub, I have assumed that
such parties had the power, corporate or other, to enter into and perform all
obligations thereunder and also have assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such
parties of such documents, and the validity and binding effect thereof. As to
any facts material to the opinion expressed herein which I have not
independently verified or established, I have relied upon statements and
representations of officers and representatives of Lucent and others.
Based on such examination, I am of the opinion that the Shares have been
duly authorized for issuance and, when issued in accordance with the terms and
conditions of the Warrants, will be validly issued, fully paid and
non-assessable.
<PAGE>
Lucent Technologies Inc.
August 10, 1999
Page 2
I hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to me and this opinion in the
proxy statement/prospectus that forms a part of the Registration Statement. In
giving such consent, I do not hereby admit that I am in the category of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Pamela F. Craven
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3, 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 the Current
Report on Form 8-K dated August 2, 1999. We also consent to the reference to
us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
August 10, 1999
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 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>
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 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>
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 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
<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 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>
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 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>
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 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>
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 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>
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 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>
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 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>
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 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>
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 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
