LUCENT TECHNOLOGIES INC
8-K, 2000-01-07
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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):
                                 January 6, 2000


          -------------------------------------------------------------

                            Lucent Technologies Inc.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)



                                    Delaware
                               ------------------
                 (State of other jurisdiction of incorporation)

<TABLE>
<S>                                                  <C>
                       1-11639                                       22-3408857
         ---------------------------------           ---------------------------------------
              (Commission File Number)                 (IRS Employer Identification No.)


600 Mountain Ave., Murray Hill, New Jersey                               07974
- ------------------------------------------------------                -----------
(Address of principal executive offices)                               (Zip Code)
</TABLE>

                                 (908) 582-8500
                     ---------------------------------------
                        (Registrant's Telephone Number)
<PAGE>   2
Item 5.  Other Events.

On January 6, 2000, Lucent Technologies Inc. announced that, based on
preliminary estimates for its first fiscal quarter of 2000 ended December 31,
1999, the company expects to report revenues in the range of $9.8 to $9.9
billion for the quarter, flat with the prior year period.(1) The company expects
earnings per share for the quarter to be in the range of 36 to 39 cents compared
to 48 cents for the year-ago quarter.(2)

The company attributed the lower than expected revenue and earnings for the
first fiscal quarter to several factors, including:

         --       faster than anticipated shifts in customers' purchases to
                  Lucent's newest 80-channel DWDM optical product line and
                  greater than expected demand for OC-192 capability on the
                  80-channel systems, which resulted in near-term manufacturing
                  capacity and deployment constraints;

         --       changes in implementation plans by a number of customers
                  inside and outside the United States, which led to delays in
                  network deployments by enterprises and service providers;

         --       lower software revenues, reflecting an acceleration in the
                  continuing trend by service providers to acquire software more
                  evenly throughout the year. In the past, these purchases
                  occurred primarily in the quarter ending December 31; and

         --       preliminary results show lower than anticipated gross margins
                  this quarter from ramp-up costs associated with introducing
                  and implementing new products and lower software revenues.

The information provided in this Form 8-K is based on preliminary financial
results, which are subject to further review and adjustment, and contains
forward-looking statements based on current expectations, forecasts and
assumptions that involve risks and uncertainties that could cause actual
outcomes and results to differ materially. These risks and uncertainties include
price and product competition, dependence on new product development, reliance
on major customers, customer demand for our products and services, the ability
to successfully integrate acquired companies, control of costs and expenses,
international growth, general industry and market conditions, growth rates and
general domestic and international economic conditions, including interest rate
and currency exchange rate fluctuations. For a further list and description of
such risks and uncertainties, see the discussion in Lucent's Form 10-K for the
fiscal year ended September 30, 1999 in Item 1 in the section entitled "X.
OUTLOOK, A. Forward Looking Statements" and the remainder of the X. OUTLOOK
section.

- --------
(1) All items in both the 1999 and 2000 periods include the results of recent
mergers with International Network Services and Excel Switching.

(2) All earnings per share amounts reported in this Form 8-K are diluted EPS
figures.
<PAGE>   3
                                   SIGNATURES



         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
                                   Name: James S. Lusk
                                         Senior Vice President and Controller


Date:    January 7, 2000




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