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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 1, 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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<PAGE>
Item 5. Other Events.
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On March 1, 2000, Lucent Technologies Inc. announced plans to spin
off its PBX, SYSTIMAX(R) structured cabling and LAN-based data businesses to
shareowners, forming a separate company that will focus directly and
independently on the enterprise networking market. Attached and incorporated
herein by reference in its entirety as Exhibit 99.1 is a copy of the press
release announcing the plans for the spinoff.
Item 7. Exhibits.
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Exhibit No. Exhibit
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99.1 Press release issued by Lucent Technologies Inc.
on March 1, 2000
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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: Senior Vice President
and Controller
Date: March 1, 2000
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
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99.1 Press release issued by Lucent Technologies Inc. on
March 1, 2000
MURRAY HILL, N.J. - Lucent Technologies (NYSE:LU) today announced
plans to spin off its PBX, SYSTIMAX(R) structured cabling and LAN-based data
businesses to shareowners, forming a separate company that will focus directly
and independently on the enterprise networking market. The new company will
start out with an $8 billion business and a customer list that includes more
than 90 percent of Fortune 500 companies.
The spinoff, which was approved by Lucent's board of directors, is
expected to be accomplished through a tax-free distribution of shares to
Lucents' shareowners. Lucent anticipates the spinoff should be completed by
the close of its fourth fiscal quarter of 2000, which ends September 30.
"With this move, Lucent will focus on extending its leadership in
the highest growth areas of communications networking," said Lucent
Technologies Chairman and CEO Richard McGinn. "By spinning off our PBX,
SYSTIMAX cabling and LAN-based data businesses, we are sharpening Lucent's
focus and creating another leading company to serve business customers."
"Lucent will concentrate greater resources on fast-growing areas
like optical networking, Internet infrastructure, wireless, semiconductors,
optoelectronics, Web-based enterprise solutions linking private to public
networks, and professional design and consulting services for service
providers and enterprises," McGinn continued.
"As enterprises compete in an e-business world, leading-edge service
providers are aggressively moving to deliver Web-hosted applications with the
highest level of security and 'always-on' reliability," said McGinn. "Lucent
intends to partner with service providers to address this opportunity with
enterprise customers with one of the broadest portfolios of systems, software
and services in the industry."
"The newly created enterprise company will rank No. 1 or 2 in nearly
every market in which it competes," continued McGinn. "It's going to have an
experienced
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management team that will build on a strong and profitable foundation to shape
the future of its systems business. Its leadership team will be concentrating
on strengthening customer relationships, managing the costs and resources of
this stand-alone business, and accelerating the research and development of
its products and solutions."
McGinn announced that Donald Peterson, currently Lucent executive
vice president and chief financial officer, will become president and chief
executive officer of the new company. Henry Schacht, former Lucent chairman
and a current member of the board of directors, will become chairman of the
new company.
"We are making the strategic choice to establish two financially
strong and independent companies that will deliver greater value to our
shareowners," said McGinn. "Each company will have market-leading products,
strong customer relationships, experienced management teams, and a greater
ability to partner with other businesses for integrated customer solutions."
After the spinoff, each company will have its own brand, board of
directors and R&D organizations.
"We are embarking on the creation of a brand new company and we are
excited about the opportunity ahead of us," said Donald Peterson. "Serving our
customers flawlessly will remain our top priority throughout this transition
and drive our actions."
"I look forward to partnering with Don," said Henry Schacht. "Our
experience in launching Lucent should help us immediately focus on the
opportunities that make the biggest difference to customers, employees and
owners."
The New Company
The new company, to be named at a later date, starts its new life as
a market leader with enviable
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customer relationships and managing some of the biggest enterprise voice
networks in the world.
Lucent's enterprise business is growing faster than most of its key
markets, including voice, messaging and call center businesses. It remains the
worldwide leader in call centers and enterprise voice messaging as well as the
U.S. leader in voice systems. It continues to take share in these core markets
as it introduces leading-edge, next-generation networking platforms in areas
such as e-business applications and Internet Protocol (IP) networks.
"We start out from a position of strength and will look to make
operations even better," said Peterson. "We will now be able to better focus
on how to distribute and manage our resources, our portfolio and our customer
relationships."
The new company will include Lucent's core switching business for
enterprises, including DEFINITY(R) IP Solutions; the IP Exchange System for IP
networks; call center solutions, including the latest Internet call center
technology; Octel(R) enterprise voice messaging platforms, including the
Unified Messenger(TM) platform and Intuity(TM) AUDIX(R); the Cajun(TM) campus
LAN infrastructure portfolio; conferencing and collaboration systems; SYSTIMAX
structured cabling systems; and installation, maintenance and remote
management services.
The new enterprise business will maintain all of its customer
relationships and partnerships, and it will have approximately 34,000
employees worldwide. It is anticipated that the new enterprise company will
take a one-time charge for restructuring expenses.
Lucent Technologies' sharpened focus
The new Lucent will sharpen its focus on the fastest growing areas
in communications networking. Backed by the innovations of Bell Labs, Lucent
will continue to be the worldwide leader in communications networking,
including data networking for service providers; dense wave division
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4
multiplexing (DWDM) optical networking; CDMA and TDMA wireless networks;
communications networking and support services; and communications
semiconductors.
As enterprises create more complex multi-vendor, voice and data
networks that require seamless and reliable access to hosted applications on
the public network, Lucent will focus on this rapidly growing market in two
ways. First, Lucent's NetworkCare (SM) Professional Services group will
deliver network planning, design, implementation and integration services to
enterprises and service providers.
Second, Lucent will continue delivering and expanding its broad
portfolio of Web-based enterprise solutions and software that link public and
private networks.
Lucent's portfolio will include a series of leading optical, data
and wireless solutions that provide enterprises with secure and highly
reliable Web-based access to the public network. The products include the
company's leading Secure VPN portfolio, its WaveStar(TM) AllMetro(TM) solution
for local optical networks, QIP Enterprise 5.0 management software and RealNet
Rules policy management software, its recently-introduced WaveStar(TM) Data
Express 10G, its ORINOCO(TM) high-speed wireless Internet access solution and
its comprehensive broadband access portfolio, including Stinger, the MAX
family and the new APX(TM) 8000 access concentrators.
Lucent will approach the market with and through service providers,
systems integrators, indirect channels including the new enterprise company,
and NetworkCare Professional Services.
The new Lucent will have approximately 116,000 employees around the
world and generated approximately $30 billion in revenues for fiscal year
1999. McGinn remains chairman and chief executive officer of the newly
constituted Lucent Technologies. With the appointment of Peterson as president
and CEO of the new enterprise company,
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5
Lucent's Senior Vice President and Controller James Lusk is Lucent's interim
chief financial officer.
Before joining Lucent in 1996, Donald Peterson had been chief
financial officer at Nortel as well as president of Nortel's Communication
Systems business. During his 19-year career at Nortel he held several key
sales, operating and financial positions including responsibility for the
direct sales of PBX, key, packet switch and broadband products in the United
States and Canada.
Henry Schacht is a managing director and senior advisor at E.M.
Warburg, Pincus & Co., chairman of the board of the Ford Foundation and
currently serves on the board of directors of Johnson & Johnson Corp., the
Chase Manhattan Corporation and Chase Manhattan Bank, N.A., the Aluminum
Company of America, The New York Times and Cummins Engine Company, where he
retired as CEO in 1995. He served as chairman of Lucent from 1995 to 1997 and
currently serves on its board.
Lucent Technologies, headquartered in Murray Hill, N.J., USA,
designs, builds and delivers a wide range of public and private networks,
communications systems and software, data networking systems and
microelectronic components. Bell Laboratories is the research and development
arm for the company. For more information on Lucent Technologies, visit its
Web site at http://www.lucent.com.
