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REGISTRATION NO. 333-43184
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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LUCENT TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 22-3408857
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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600 MOUNTAIN AVE.
MURRAY HILL, NEW JERSEY 07974
(Address of Principal Executive Offices)
SPRING TIDE NETWORKS, INC. 1998 STOCK INCENTIVE PLAN
(Name of Plan)
RICHARD J. RAWSON
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
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)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED MAXIMUM
TITLE OF AMOUNT PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE OFFERING PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, par value 3,327,437 (2) (2) (2)
$0.01 per share, and shares
related Preferred
Stock Purchase
Rights
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(1) These shares were originally registered on the Registration Statement on
Form S-4 to which this Amendment relates.
(2) Not applicable. All filing fees payable in connection with the registration
of these securities were paid in connection with the filing of the
Registration Statement on Form S-4 on August 7, 2000, to register 28,164,731
shares of Lucent Technologies Inc. common stock, par value $0.01 per share,
issuable to stockholders of Spring Tide Networks, Inc., including the
3,327,437 shares which may be issued pursuant to the Plan referred to above.
See "Introductory Statement."
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INTRODUCTORY STATEMENT
Lucent Technologies Inc. ("Lucent" or the "Company") hereby amends its
Registration Statement on Form S-4 (No. 333-43184) (the "Form S-4") by filing
this Post-Effective Amendment No. 1 on Form S-8 (the "Post-Effective Amendment")
relating to the sale of up to 3,327,437 shares of common stock of Lucent
("Lucent Common Stock") issuable upon the exercise of stock options granted
under the Spring Tide Networks, Inc. 1998 Stock Incentive Plan (the "Plan").
On September 18, 2000, Cogswell Acquisition Inc., a Delaware
corporation and a wholly owned subsidiary of Lucent ("Cogswell"), was merged
with and into Spring Tide Networks, Inc., a Delaware corporation ("Spring
Tide"). As a result of that merger (the "Merger"), Spring Tide became a wholly
owned subsidiary of Lucent and each outstanding share (other than shares owned
by Lucent, Cogswell or Spring Tide) of Spring Tide common stock ("Spring Tide
Common Stock"), was converted into the right to receive 0.6536 shares of Lucent
Common Stock. In addition, each outstanding option issued pursuant to the Plan
is no longer exercisable for shares of Spring Tide Common Stock, but instead,
constitutes an option to acquire, on the same terms and conditions as were
applicable under such option immediately prior to consummation of the Merger,
that number of shares of Lucent Common Stock (rounded down to the nearest whole
share) equal to the product of (x) the number of shares of Spring Tide Common
Stock for which such option was theretofore exercisable and (y) 0.6536. The new
exercise price for each option is equal to the exercise price per share for such
option immediately prior to the effective time of the Merger divided by 0.6536.
The designation of the Post-Effective Amendment as Registration No.
333-43184 denotes that the Post-Effective Amendment relates only to the shares
of Lucent Common Stock issuable on the exercise of stock options under the Plan
and that this is the first Post-Effective Amendment to the Form S-4 filed with
respect to such shares.
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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 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 Reports on Form 10-Q for the quarters ended December 31,
1999, March 31, 2000 and June 30, 2000.
(3) 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, May 5, 2000, July 20, 2000 and July 28, 2000.
(4) The "Description of Capital Stock" section of the Company's
Registration Statement on Form 10 filed with the SEC on February 26,
1996, as amended by Amendment No. 1 thereto filed on Form 10/A on
March 12, 1996, Amendment No. 2 thereto filed on Form 10/A on March
22, 1996 and Amendment No. 3 thereto filed on Form 10/A on April 1,
1996, 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 reference herein or be a part hereof from and
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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 them against certain liabilities, including certain
liabilities arising under the Securities Act of 1933 (the "1933 Act"), which
might be incurred by them in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index.
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ITEM 9. UNDERTAKINGS
(1) The undersigned registrant hereby undertakes to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement:
(a) to include any prospectus required by Section 10(a)(3) of
the 1933 Act;
(b) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement; and
(c) to include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that paragraphs 1(a) and 1(b) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
registration statement.
(2) The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(4) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated 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.
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(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 5th
day of October, 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.
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. Lusk
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: October 5, 2000
Henry B. Schacht #
Franklin A. Thomas #
John A. Young #####
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Provisions of the Certificate of Incorporation of
the registrant, as amended effective February 16,
2000, that define the rights of security holders of
the registrant (incorporated by reference to the
registrant's Registration Statement (No. 333-31400)
on Form S-4).
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.
