LUCENT TECHNOLOGIES INC
424B3, 2000-08-07
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1
                                                Filed pursuant to Rule 424(b)(3)
                                                Registration No. 333-42532



PROSPECTUS



                               78,813,455 SHARES

                            LUCENT TECHNOLOGIES INC.

                                  COMMON STOCK



         The 78,813,455 shares of our common stock offered by this prospectus
were originally issued by us in connection with our acquisitions of Chromatis
Networks Inc. and Herrmann Technology, Inc. All the shares of our common stock
offered by this prospectus may be sold from time to time by or on behalf of
certain Lucent securityholders. See "Selling Securityholders" and "Plan of
Distribution." The shares were originally issued in private offerings made in
reliance on Section 4(2) of the Securities Act of 1933. In connection with the
acquisitions of Chromatis and Herrmann Technology, we agreed to register the
shares of our common stock offered by this prospectus. We will not receive any
of the proceeds from the sale of the shares by the selling securityholders.

         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 4, 2000, the last sale price of Lucent's common
stock as reported on the New York Stock Exchange was $42 3/8.

 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 7, 2000.
<PAGE>   2
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                           Page


<S>                                                                                       <C>
WHERE YOU CAN FIND MORE INFORMATION.............................................             3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.................................             3

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS...............................             5

THE COMPANY.....................................................................             5

SELLING SECURITYHOLDERS.........................................................             6

PLAN OF DISTRIBUTION............................................................            10

USE OF PROCEEDS.................................................................            13

LEGAL MATTERS...................................................................            13

EXPERTS ........................................................................            13
</TABLE>
<PAGE>   3
                       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 room at the following location:

                              PUBLIC REFERENCE ROOM
                             450 Fifth Street, N.W.
                                    Room 1024
                             Washington, D.C. 20549

         Please call the Securities and Exchange Commission at 1-800-SEC-0330
for information on the operations of the public reference room. 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."

         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 Lucent 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.



                                       3
<PAGE>   4
<TABLE>
<CAPTION>
LUCENT SEC FILINGS (FILE NO. 1-11639)                              PERIOD

<S>                                                                <C>
1.       Annual Report on Form 10-K                                Fiscal Year ended September 30, 1999, as amended by
                                                                   Form 8-K filed on February 11, 2000

2.       Quarterly Reports on Form 10-Q                            Quarters ended December 31, 1999, March 31, 2000
                                                                   and June 30, 2000

3.       Current Reports on Form 8-K                               Filed 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 Lucent common stock and Lucent         Filed under Section 12 of the Securities Exchange Act
         rights to acquire junior preferred stock set forth in     of 1934 on February 26, 1996, as amended by Amendment
         the Lucent registration statement on Form 10              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.
</TABLE>


         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 Securities 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 Lucent 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. You may
obtain documents incorporated by reference in this prospectus by requesting them
in writing or by telephone from Lucent at the following address:


                                       4
<PAGE>   5
                               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 7, 2000. 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 Securities
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, Lucent's
Annual Report on Form 10-K for the year ended September 30, 1999, 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 conducts its research and
development activities through Bell Laboratories, one of the world's foremost
industrial research and development organizations.

         Lucent was incorporated in Delaware in November 1995. Lucent was a
wholly owned subsidiary of AT&T prior to its initial public offering of common
stock on April 10, 1996, and




                                       5
<PAGE>   6
became completely separate from AT&T when the remaining shares of Lucent common
stock held by AT&T were distributed to AT&T's stockholders on September 30,
1996.

         On March 1, 2000 Lucent announced a plan to spin off its PBX,
SYSTIMAX(R) structured cabling and LAN-based data businesses to its
stockholders, forming a separate company named Avaya Inc. that will focus
directly and independently on the enterprise networking market. The spin-off is
expected to be accomplished through a tax-free distribution of shares to
Lucent's stockholders to be completed by the end of the fourth quarter of fiscal
2000, which ends on September 30.

         On July 20, 2000, Lucent announced plans to spin off its
microelectronics business, which includes the optoelectronics components and
integrated circuits divisions, in a separate, new company to be named later. An
initial public offering is planned for up to 20 percent of the new company in
the first calendar quarter of 2001, with the remaining shares of the new company
expected to be spun off in a tax-free distribution by the summer of 2001. Lucent
intends to seek a ruling from the Internal Revenue Service with respect to the
tax-free treatment of the distribution. The distribution is subject to certain
conditions, including obtaining a favorable tax ruling.

         The new company will include Lucent's microelectronics business which
makes silicon chips and optoelectronic components, such as lasers, that are the
building blocks for communications systems ranging from wireless phones and
modems to Internet equipment and optical networking systems.

         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 following table sets forth (1) the number of shares of Lucent
common stock owned by each of the selling securityholders as of July 28, 2000;
(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. 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.

<TABLE>
<CAPTION>
                                                      SHARES           PERCENTAGE OF          NUMBER OF SHARES
                                                   BENEFICIALLY     OUTSTANDING SHARES      REGISTERED FOR SALE
SELLING SECURITYHOLDER(1)                            OWNED(2)              OWNED                 HEREBY(3)
-------------------------                            ---------             -----                 ----------
<S>                                                <C>              <C>                     <C>
Access Technology Partners, L.P.                           902,568           *                              902,568
Access Technology Partners Brokers Fund, L.P.               18,052           *                               18,052
ACE Investment Partnership                                 124,899           *                              124,899
Leni A. Alonzo                                               3,020           *                                3,020
AnnEm Investments, Ltd.                                    588,533           *                              588,533
Anschutz Family Investment Company                       2,143,603           *                            2,143,603
Antec Corp.                                                120,809           *                              120,809
Ardent Research Partners, L.P.                             127,431           *                              127,431
Ardent Research Partners Ltd.                               42,477           *                               42,477
Jonathan Art                                                 3,020           *                                3,020
Brian Attard                                               382,294           *                              382,294
BABP, LLC                                                   67,266           *                               67,266
The Barron Family Trust                                  2,230,053           *                            2,230,053
Bell Atlantic NSI Holdings, Inc.                           453,040           *                              453,040
Jonathan Bilzin                                             13,045           *                               13,045
Bondurant Investors                                        106,193           *                              106,193
Frank Bonsal                                                56,409           *                               56,409
George Boutros                                              12,683           *                               12,683
CB Capital Investors LLC                                 1,692,317           *                            1,692,317
Chromatis Investors                                         15,099           *                               15,099
Alexander Cohen                                             28,204           *                               28,204
</TABLE>






                                       6
<PAGE>   7
<TABLE>
<S>                                                <C>              <C>                     <C>
Communications Ventures II, L.P.                         8,667,205           *                            8,667,205
Communications Ventures Affiliates Fund II, L.P.           710,707           *                              710,707
Crosspoint Venture Partners 1997                         8,194,060           *                            8,194,060
CTI Capital Corp.                                          282,054           *                              282,054
L. Kevin Dann                                               65,225           *                               65,225
Ronald Drake                                                 7,093           *                                6,523
Stanley Druckenmiller                                      219,483           *                              219,483
Frank Dzubek                                                42,477           *                               42,477
Mory Ejabat                                                284,101           *                              276,101
Mory Ejabat Trust                                          564,105           *                              564,105
Stuart Elby                                                  3,020           *                                3,020
Emerging Market Ventures LP                                169,908           *                              169,908
Eucalyptus Ventures L.P. (Delaware)                      1,546,093           *                            1,546,093
Eucalyptus Ventures (Cayman) L.P.                           46,707           *                               46,707
Eucalyptus Ventures L.P. (Israel)                           77,673           *                               77,673
Eucalyptus Ventures Affiliate Fund L.P.                     21,841           *                               21,841
Daniel Eule                                                 13,045           *                               13,045
Fidelity Mt. Vernon Street Trust: Fidelity                 197,549           *                              197,549
Aggressive Growth Fund
Fidelity Hastins Street Trust: Fidelity Fund               170,334           *                              170,334
Fidelity Securities Fund: Fidelity OTC Portfolio           138,476           *                              138,476
Fidelity Capital Trust: Fidelity Capital                    38,654           *                               38,654
Appreciation Fund
Fidelity Financial Trust: Fidelity Convertible              17,628           *                               17,628
Securities Fund
Fidelity Hastings Street Trust: Fidelity                    15,717           *                               15,717
Contrafund II
Fidelity Advisor Series I: Fidelity Advisor                 14,867           *                               14,867
Small Cap Fund
Fidelity Commonwealth Trust: Fidelity Small Cap             10,832           *                               10,832
Stock Fund
G&H Partners                                                67,963           *                               67,963
Anthony Gallagher                                            3,261           *                                3,261
Gallagher PR                                                14,102           *                               14,102
Kevin Gallagher                                             14,102           *                               14,102
John Gault                                                  54,557           *                               12,080
Uri Ghera                                                    3,020           *                                3,020
Rafi Gidron(4)                                           6,371,580           *                            6,371,580
Gary Gladstein                                             130,450           *                              130,450
Jason Greenberg                                              9,682           *                                9,682
H&Q Chromatis Networks Investors, LLC                       94,770           *                               94,770
Steven Haggerty                                             12,080           *                               12,080
Hambrecht & Quist California                                56,409           *                               56,409
Hambrecht & Quist Employee Venture Fund, L.P. II            56,409           *                               56,409
Todd Hanson                                                 12,480           *                               12,480
Cannon Y. Harvey                                            69,679           *                               54,364
Robert Hawk(5)                                             286,147           *                              286,147
Duncan Hennes                                               19,567           *                               19,567
Herrmann Holdings, Ltd.                                  5,296,347           *                            5,296,347
Herrmann Technology Trust                                  885,318           *                              885,318
Hilstam B.V.(6)                                          6,371,580           *                            6,371,580
Brian Host                                                   1,811           *                                1,811
Inbal & Gil 3 Ltd.                                         141,589           *                              141,589
International Capital Holdings LLC                           6,040           *                                6,040
Steve Jacobsen                                              60,404           *                               60,404
Jerusalem Venture Partners L.P.                          9,271,485           *                            9,271,485
Jerusalem Venture Partners (Israel) L.P.                   964,759           *                              964,759
Jerusalem Venture Partners III L.P.                      1,844,712           *                            1,844,712
</TABLE>






                                       7
<PAGE>   8
<TABLE>
<S>                                                <C>              <C>                     <C>
Jerusalem Venture Partners III (Israel) L.P.                51,665           *                               51,665
Jerusalem Venture Partners III Entrepreneur                141,754           *                              141,754
Fund L.P.
Rodney Jones                                                32,612           *                               32,612
Sheldon Kasowitz                                            39,135           *                               39,135
Gerald Kerner                                               16,306           *                               16,306
Konus Investments Ltd.                                       2,417           *                                2,417
Steve Korn                                               1,061,930           *                            1,061,930
David Kowitz                                                65,225           *                               65,225
Edward Lu                                                    6,040           *                                6,040
Lucent Venture Partners I LLC                            1,139,786           *                            1,139,786
John McEvoy                                                 65,225           *                               65,225
Chris Michalik                                              19,567           *                               19,567
Molly Miller                                                14,102           *                               14,102
MKG-SBC Investments (Israel) Ltd.                          102,688           *                              102,688
Afshim Mohebbi                                              12,080           *                               12,080
Morgan Stanley Dean Witter Equity Funding LLC              241,620           *                              241,620
Jay Morrison                                                67,963           *                               67,963
Neal Moszkowski                                             16,306           *                               16,306
Gavin Murphy                                                 6,523           *                                6,523
Joe Nacchio                                                 65,112           *                               60,404
Michael Neus                                                10,761           *                               10,761
Oren Holdings Ltd.                                       2,123,860           *                            2,123,860
Michael Pendy                                                7,827           *                                7,827
Mike Perusse                                                 3,020           *                                3,020
Doug Place                                                  30,201           *                               30,201
Michael Pruzan                                              16,318           *                               16,306
QIP Investment Holdings LDC                              4,230,792           *                            4,230,792
Colin Raymond                                                3,261           *                                3,261
Doug Reid                                                    6,523           *                                6,523
Steve Roberts                                              769,899           *                              769,899
Dave Schaeffer                                              30,201           *                               30,201
SFM Domestic Investments LLC                               153,102           *                              153,102
Denise Shen                                                  6,040           *                                6,040
Shikma Anefa Ltd.                                            9,666           *                                9,666
Shussman Holdings Ltd.                                   1,061,930           *                            1,061,930
Frank Sica                                                  65,225           *                               65,225
Semir Sirazi                                               272,278           *                              272,278
Craig Slater                                                88,234           *                               54,364
Jeffrey Soros 1999 Perpetuities Trust                       26,090           *                               26,090
Peter Soros 1999 Perpetuities Trust                         26,090           *                               26,090
Ramez Sousou                                                32,612           *                               32,612
Peter Streinger                                             13,045           *                               13,045
Summit Capital Group                                        60,404           *                               60,404
Andrew Switajewski                                          16,306           *                               16,306
Drake Tempest                                               60,404           *                               60,404
Tulchinsky Stern Properties (1996) Ltd.                     70,796           *                               70,796
U.S. Bancorp Piper Jaffray ECM Fund I, LLC                 105,710           *                              105,710
U.S. Telesource, Inc.(7)                                 1,303,871           *                            1,303,871
Sean Warren                                                  6,523           *                                6,523
David Wassong                                               13,045           *                               13,045
Lew Wilks                                                   60,404           *                               60,404
Jeffrey Wilensky                                            42,477           *                               42,477
Robert Woodruff                                             60,404           *                               60,404
Other former Chromatis stockholders(8)                   2,193,451           *                            2,193,280
</TABLE>


(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)      677,019 shares issued to Herrmann Holdings, Ltd., AnnEm Investments,
         Ltd. and Herrmann Technology Trust in connection with the acquisition
         of Herrmann Technology are being held in escrow to satisfy certain
         indemnification obligations of these selling securityholders as well as
         certain commercial conditions. To the extent any of the shares held in
         escrow are returned to Lucent in satisfaction of the indemnification
         obligations or because the commercial conditions have not been
         satisfied, the total number of shares beneficially owned by these
         selling securityholders would be reduced according to their respective
         pro rata interests in the shares held in escrow that are returned to
         Lucent.

         7,206,651 shares issued to the other selling securityholders in
         connection with the acquisition of Chromatis are being held in escrow
         until June 28, 2001 to satisfy certain indemnification obligations of
         these other selling securityholders. To the extent any of the shares
         held in escrow are returned to Lucent in satisfaction of such
         indemnification obligations of these other selling securityholders, the
         total number of shares beneficially owned by these other selling
         securityholders would be reduced according to their respective pro rata
         interests in the shares held in escrow that are returned to Lucent.







                                       8
<PAGE>   9
(3)      This registration statement also covers 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.

(4)      637,158 shares issued to Rafi Gidron in connection with the acquisition
         of Chromatis, in addition to the shares deposited in escrow by Mr.
         Gidron under the arrangement described in note 2, are being held in
         escrow until certain commercial conditions are satisfied. If and to the
         extent any of the shares held in escrow are returned to Lucent in case
         such commercial conditions are not satisfied, the total number of
         shares beneficially owned by Rafi Gidron would be reduced accordingly.

(5)      Includes 4,247 shares registered in the name of Michael Hawk, 2,123
         shares registered in the name of Sharon von Alstine, 2,123 shares
         registered in the name of Connie Williams, 4,247 shares registered in
         the name of Christopher Hawk, 4,247 shares registered in the name of
         Stephanie Hawk and 4,247 shares registered in the name of R. Casey
         Hawk.

(6)      637,158 shares issued to Hilstam B.V. in connection with the
         acquisition of Chromatis, in addition to the shares deposited in escrow
         by Hilstam B.V. under the arrangement described in note 2, in
         connection with the acquisition of Chromatis are being held in escrow
         until certain commercial conditions are satisfied. If and to the extent
         any of the shares held in escrow are returned to Lucent in case such
         commercial conditions are not satisfied, the total number of shares
         beneficially owned by Hilstam B.V. would be reduced accordingly.

(7)      547,626 shares issued to U.S. Telesource, Inc. in connection with the
         acquisition of Chromatis, in addition to the shares deposited in escrow
         by U.S. Telesource, Inc. under the arrangement described in note 2, are
         being held in escrow until certain commercial conditions are satisfied.
         If and to the extent any of the shares held in escrow are returned to
         Lucent in case such commercial conditions are not satisfied, the total
         number of shares beneficially owned by U.S. Telesource, Inc. would be
         reduced accordingly.

(8)      These stockholders, individually and in the aggregate, own less than
         0.1% of Lucent's outstanding common stock.

*        Represents beneficial ownership of less than 1% of the outstanding
         shares of Lucent after completion of the offering.

         Each of Herrmann Holdings, Ltd., AnnEm Investments, Ltd. and Herrmann
Technology Trust was a securityholder of Herrmann Technology immediately prior
to Lucent's acquisition of Herrmann Technology. Each of the other selling
securityholders was a securityholder of Chromatis immediately prior to Lucent's
acquisition of Chromatis. None of the selling securityholders were officers or
directors of Herrmann Technology prior to Lucent's acquisition of Herrmann
Technology; however, William C. Herrmann Jr., the President of the managing
general partner of each of Herrmann Holdings, Ltd. and AnnEm Investments, Ltd.
was the President and CEO of Herrmann Technology and Linda Hart Herrmann, the
Trustee of the Herrmann Technology Trust, was the Secretary of Herrmann
Technology.

         Rafi Gidron was Co-President and Co-Chairman of Chromatis; Orni
Petruschka, the beneficial owner of Hilstam B.V., was Co-President and
Co-Chairman of the Board of






                                       9
<PAGE>   10
Chromatis; Yair Oren, the beneficial owner of Oren Holdings Ltd., was Chief
Technical Officer of Chromatis; Yossi Shussman, the beneficial owner of Shussman
Holdings Ltd., was Vice President -- Research and Development of Chromatis;
Steve Korn was Vice President -- Marketing and Business Development of
Chromatis; Brian Attard was Vice President -- Operations of Chromatis; Robert
Barron was Chief Executive Officer of Chromatis, and Steve Roberts was Vice
President -- Sales of Chromatis. Doran Stern, beneficial owner of Inbal & Gil 3
Ltd., served as Secretary of Chromatis. Erel Margalit served as a director of
Chromatis on behalf of Jerusalem Venture Partners L.P., Jerusalem Venture
Partners (Israel) L.P., Jerusalem Venture Partners III L.P., Jerusalem Venture
Partners III (Israel) L.P., and Jerusalem Venture Partners III Entrepreneur Fund
L.P. Roland Van der Meer, a member of ComVen II, LLC, the general partner of
Communications Ventures II, L.P. and Communications Ventures Affiliates Fund II,
L.P., served as a director of Chromatis. Seth Newman, a general partner of
Crosspoint Venture Partners 1997, served as a director of Chromatis. Aaron
Mankovsky served as a director of Chromatis on behalf of Eucalyptus Ventures
L.P. (Delaware), Eucalyptus Ventures (Cayman) Ltd., Eucalyptus Ventures L.P.
(Israel) and Eucalyptus Ventures Affiliate Fund L.P. Mory Ejabat served as a
consultant to Lucent from June 24, 1999 to February 15, 2000. Jeffrey Wilensky
was employed with Lucent from August 1996 to March 2000. Lucent Venture Partners
I LLC holds the shares listed in the table above for itself and a number of
other individuals other than Lucent. These individuals include John Hanley,
President of Lucent Venture Partners I LLC and an officer of Lucent, and certain
other employees of Lucent and its affiliates. None of the other selling
securityholders were officers or directors of Chromatis prior to Lucent's
acquisition of Chromatis and none of the selling securityholders are officers or
directors of Lucent.

         Except as otherwise noted above, 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 shares or other securities of Lucent.

                              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, PLEDGEES AND DISTRIBUTEES

         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. The term also includes distributees who receive shares
from a selling securityholder after the date of this prospectus as a
distribution to members or partners of the selling securityholder.






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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):

         -        on the NYSE,
         -        in negotiated transactions,
         -        through the writing of options on shares,
         -        short sales, or
         -        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.

         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.





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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.

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:

         -        a block trade,
         -        special offering,
         -        exchange distribution or secondary distribution, or
         -        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:

         -        the name of such selling securityholder and of the
                  participating broker-dealer(s),
         -        the number of shares involved,
         -        the price at which such shares were sold,





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         - the commissions paid or discounts or concessions allowed to such
         broker-dealer(s), where applicable,

         - that such broker-dealer(s) did not conduct any investigation to
         verify the information set out or incorporated by reference in this
         prospectus, and 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.

                                  LEGAL MATTERS

         The legality of Lucent common stock offered by this prospectus will be
passed upon for Lucent by Jean F. Rankin, Vice President--Law, of Lucent. As of
July 28, 2000, Jean F. Rankin owned 121 shares of Lucent common stock and
options and stock units for 145,200 shares of Lucent common stock.

                                     EXPERTS

         The financial statements incorporated in this prospectus by reference
in Exhibit 99.1 to Lucent's Current Report on Form 8-K dated February 11, 2000,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.



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