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REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LUCENT TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3408857
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
600 MOUNTAIN AVE.
MURRAY HILL, NEW JERSEY 07974
(Address of Principal Executive Offices)
HERRMANN TECHNOLOGY, INC. 1999 INCENTIVE STOCK OPTION PLAN
CHROMATIS NETWORKS INC. 1998 STOCK PLAN
(Name of Plan)
JAMES S. LUSK
SENIOR VICE PRESIDENT AND CONTROLLER
LUCENT TECHNOLOGIES INC.
600 MOUNTAIN AVENUE
MURRAY HILL, NEW JERSEY 07974
(908) 582-8500
(Name, address and telephone number, including area code, of agent for service)
Please send copies of all communications to:
JEAN F. RANKIN
VICE PRESIDENT - LAW
LUCENT TECHNOLOGIES INC.
600 MOUNTAIN AVENUE
MURRAY HILL, NEW JERSEY 07974
CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE(1)
TO BE REGISTERED REGISTERED SHARE PRICE
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 1,220,037(3) $0.90(4) $1,098,033.30 $ 289.88
share, and related Preferred Stock
Purchase Rights (2)
Common Stock, par value $.01 per 10,018,077(5) $0.76(4) $7,613,738.52 $2,010.03
share, and related Preferred Stock
Purchase Rights (2)
Total............................. 11,238,114 $2,299.91
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(1) Computed pursuant to Rule 457(h)(1).
(2) No separate consideration will be received for the Rights, which initially
will trade together with the Common Stock.
(3) Represents securities to be registered for sale in connection with the
Herrmann Technology, Inc. 1999 Incentive Stock Option Plan.
(4) Represents the average exercise price of stock options outstanding under
the relevant plan.
(5) Represents securities to be registered for sale in connection with the
Chromatis Networks Inc. 1998 Stock Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by Lucent Technologies
Inc. (the "Company" or "Lucent") with the Securities and Exchange Commission
(the "SEC") and are incorporated herein by reference (File No.
001-11639):
(1) Annual Report on Form 10-K for the fiscal year ended September
30, 1999, as amended by Form 8-K filed on February 11, 2000.
(2) Quarterly Report on Form 10-Q for the quarters ended December
31, 1999 and March 31, 2000.
(2) Current Reports on Form 8-K filed on October 29, 1999,
November 19, 1999, January 7, 2000, February 11, 2000, March
1, 2000, March 10, 2000 and May 5, 2000.
(3) The "Description of Capital Stock" section of the Company's
Registration Statement on Form 10 filed with the SEC on
February 26, 1996, as amended by Amendment No. 1 thereto filed
on Form 10/A on March 12, 1996, Amendment No. 2 thereto filed
on Form 10/A on March 22, 1996 and Amendment No. 3 thereto
filed on Form 10/A on April 1, 1996, and any other amendments
or reports filed for the purpose of updating such description.
All documents filed subsequent to the date hereof by Lucent
with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") and prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and made a part hereof
from their respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently filed by
Lucent pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in
each year during which the offering made hereby is in effect prior to the filing
with the SEC of Lucent's Annual Report on Form 10-K covering such year shall not
be Incorporated Documents or be incorporated by
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reference herein or be a part hereof from and after the filing of such Annual
Report on Form 10-K.
Any statement contained in an Incorporated Document or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any other subsequently filed Incorporated Document modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation (the "Certificate") of the
Company provides that a director of the Company will not be personally liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except, if required by the Delaware General Corporation Law
(the "DGCL") as amended from time to time, for liability (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, which concerns
unlawful payments of dividends, stock purchases or redemptions, or (iv) for any
transaction from which the director derived an improper personal benefit.
Neither the amendment nor repeal of such provision will eliminate or reduce the
effect of such provision in respect of any matter occurring, or any cause of
action, suit or claim that, but for such provision, would accrue or arise prior
to such amendment or repeal.
While the Certificate provides directors with protection from
awards for monetary damages for breach of their duty of care, it does not
eliminate such duty. Accordingly, the Certificate will have no effect on the
availability of equitable remedies such as an injunction or rescission based on
a director's breach of his or her duty of care.
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The Certificate provides that each person who was or is made a
party to or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director or
officer of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, will be
indemnified and held harmless by the Company to the fullest extent authorized by
the DGCL, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the Company
to provide broader indemnification rights than said law permitted the Company to
provide prior to such amendment), against all expense, liability and loss
reasonably incurred or suffered by such person in connection therewith. Such
right to indemnification includes the right to have the Company pay the expenses
incurred in defending any such proceeding in advance of its final disposition,
subject to the provisions of the DGCL. Such rights are not exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Certificate, By-laws, agreement, vote of stockholders or
disinterested directors or otherwise. No repeal or modification of such
provision will in any way diminish or adversely affect the rights of any
director, officer, employee or agent of the Company thereunder in respect of any
occurrence or matter arising prior to any such repeal or modification.
The Certificate also specifically authorizes the Company to
maintain insurance and to grant similar indemnification rights to employees or
agents of the Company. The directors and officers of Lucent are covered by
insurance policies indemnifying against certain liabilities, including certain
liabilities arising under the Securities Act of 1933 (the "1933 Act"), which
might be incurred by them in such capacities.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
(1) The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(a) to include any prospectus required by Section 10(a)(3) of
the 1933 Act;
(b) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement; and
(c) to include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs 1(a) and 1(b) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
registration statement.
(2) The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) The undersigned registrant hereby undertakes to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
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(4) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in Murray Hill, New Jersey, on the
7th day of July, 2000.
LUCENT TECHNOLOGIES INC.
By: /s/ James S. Lusk
___________________
Name: James S. Lusk
Title: Senior Vice President
and Controller
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement or amendment thereto has been signed below
by the following persons in the capacities indicated on the date indicated.
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Principal Executive Officer: #####
#
Richard A. McGinn Chairman of the Board #
and Chief Executive #
Officer #
#
Principal Financial Officer: #
#
Deborah C. Hopkins Executive Vice President #
and Chief Financial #
Officer #
#
Principal Accounting Officer: #
#
James S. Lusk Senior Vice President #### By: /s/ James S. Lask
and Controller # ------------------
# (James S. Lusk
Directors: # attorney-in-fact)
#
Paul A. Allaire #
Betsy S. Atkins #
Carla A. Hills #
Richard A. McGinn #
Paul H. O'Neill # Date: July 7, 2000
Henry B. Schacht #
Franklin A. Thomas #
John A. Young #####
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Exhibit
Number Description
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4.1 Certificate of Incorporation. (Incorporated
by reference to Exhibit 3(i) of the
Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1999, File
No. 001-11639)
4.2 Rights Agreement between the registrant and
The Bank of New York (successor to First
Chicago Trust Company of New York), as
rights agent, dated as of April 4, 1996
(incorporated by reference to Exhibit 4.2 to
Registration Statement (No. 333-00703) on
Form S-1).
4.3 Amendment to Rights Agreement between the
registrant and The Bank of New York
(successor to First Chicago Trust Company of
New York), dated as of February 18, 1998
(incorporated by reference to Exhibit
(10)(i)5 to the registrant's Annual Report
on Form 10-K for the period ended September
30, 1998).
5.1 Opinion of Jean F. Rankin, Vice President -
Law of the registrant, as to the legality of
the securities to be issued.
23.1 Consent of Independent Accountants.
23.2 Consent of Jean F. Rankin is contained in
the opinion of counsel filed as Exhibit 5.1.
24 Powers of Attorney executed by officers and
directors who signed this registration
statement.
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