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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 9, 2000
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LUCENT TECHNOLOGIES INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-11639 22-3408857
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
600 Mountain Avenue, Murray Hill, New Jersey 07974
(Address of principal executive offices) (Zip Code)
(908) 582-8500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On March 9, 2000, Lucent Technologies Inc. filed a prospectus
supplement relating to $1,800,000,000 of its Medium-Term Notes, Series A.
Attached and incorporated herein by reference in its entirety as Exhibit 8.1 is
a tax opinion relating to the Medium-Term Notes. Attached and incorporated by
reference in its entirety as Exhibit 23.1 is a consent of Jean F. Rankin, Esq.
Item 7. Exhibits.
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Exhibit No. Exhibit
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8.1 Tax opinion and consent of Cravath,
Swaine & Moore
23.1 Consent of Jean F. Rankin, Esq.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LUCENT TECHNOLOGIES INC.
By: /s/ James S. Lusk
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Name: James S. Lusk
Title: Chief Financial Officer
Date: March 10, 2000
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INDEX TO EXHIBITS
Exhibit No. Exhibit
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8.1 Tax opinion and consent of Cravath,
Swaine & Moore
23.1 Consent of Jean F. Rankin, Esq.
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Exhibit 8.1
CRAVATH, SWAINE & MOORE
825 Eighth Avenue
New York, NY 10019
March 9, 2000
Lucent Technologies Inc.
Medium-Term Notes, Series A
Ladies and Gentlemen:
We have acted as special United States tax counsel to Lucent
Technologies Inc., a Delaware corporation ("Lucent"), in connection with the
issuance by Lucent of Medium-Term Notes, Series A, and the preparation of the
section of a Prospectus Supplement dated the date hereof ("Prospectus
Supplement") entitled "United States Taxation".
In that connection, we have examined the Prospectus
Supplement, the Prospectus dated March 9, 2000, and such other documents and
corporate records as we have deemed necessary or appropriate for purposes of
this opinion.
Based upon the foregoing and subject to the qualifications
hereinafter set forth, we are of the opinion that the statements under the
section of the Prospectus Supplement entitled "United States Taxation"
accurately describe the material United States Federal and estate tax
consequences to holders of the Notes.
Our opinion is based upon existing statutory, regulatory and
judicial authority, any of which may be changed at any time with retroactive
effect. Any change in applicable laws or the facts and circumstances surrounding
the issuance, or any inaccuracy in the statements upon which we have relied, may
affect the continuing validity of our opinion as set forth herein. We assume no
responsibility to inform you of any such change or inaccuracy that may occur or
come to our attention. Finally, our opinion is limited to the tax matters
specifically covered hereby, and we have not been asked to address, nor have we
addressed, any other
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tax consequences to prospective investors of acquiring,
holding and disposing of the Notes.
We consent to the filing of this opinion with the Securities
and Exchange Commission as Exhibit 8.1 to the Form 8-K and to the references to
this opinion therein. In giving this consent, we do not admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules or regulations of the SEC
promulgated thereunder. This opinion is being provided solely for the benefit of
Lucent so that Lucent may comply with its obligations under the Federal
securities laws. The filing of this opinion as an exhibit to the Form 8-K and
the references to such opinion and our Firm therein are not intended to create
liability under applicable state law to any person other than Lucent, our
client.
Very truly yours,
/s/ Cravath, Swaine & Moore
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Cravath, Swaine & Moore
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
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Exhibit 23.1
March 9, 2000
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
Dear Sirs:
With reference to the registration statement on Form S-3 (the
"Registration Statement") that Lucent Technologies Inc. (the "Company") has
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to $1,800,000,000 of the Company's debt securities
(the "Debt Securities") to be issued under an indenture dated as of April 1,
1996, between the Company and The Bank of New York, Trustee, and warrants to
purchase Debt Securities, I hereby consent to the making of the statement with
respect to me in the related prospectus under the headings "Legal Matters" and
"Legal Opinions". 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 Securities
Act of 1933.
Very truly yours,
/s/ Jean F. Rankin
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Jean F. Rankin
Vice President-Law
