LUCENT TECHNOLOGIES INC
S-8 POS, 2000-05-02
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1
                                                      REGISTRATION NO. 333-31400


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                         POST-EFFECTIVE AMENDMENT NO. 1
                                   ON FORM S-8
                                       TO
                                    FORM S-4
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                            LUCENT TECHNOLOGIES INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                   22-3408857
   (State or other jurisdiction            (I.R.S. Employer Identification No.)
of incorporation or organization)
                                600 MOUNTAIN AVE.
                          MURRAY HILL, NEW JERSEY 07974
                    (Address of Principal Executive Offices)

                    ORTEL CORPORATION 1990 STOCK OPTION PLAN
                ORTEL CORPORATION 1994 EQUITY PARTICIPATION PLAN
             ORTEL CORPORATION 1999 NON-QUALIFIED STOCK OPTION PLAN
             STEPHEN R. RIZZONE NON-QUALIFIED STOCK OPTION AGREEMENT
                                 (Name of Plan)


                                  JAMES S. LUSK
                      SENIOR VICE PRESIDENT AND CONTROLLER
                            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)


                  Please send copies of all communications to:
                                 JEAN F. RANKIN
                              VICE PRESIDENT - LAW
                            LUCENT TECHNOLOGIES INC.
                               600 MOUNTAIN AVENUE
                          MURRAY HILL, NEW JERSEY 07974

<PAGE>   2
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
              TITLE OF                    AMOUNT         PROPOSED MAXIMUM     PROPOSED MAXIMUM        AMOUNT OF
             SECURITIES                   TO BE         OFFERING PRICE PER   AGGREGATE OFFERING    REGISTRATION FEE
          TO BE REGISTERED            REGISTERED (1)          SHARE                PRICE
- --------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                    <C>                   <C>                <C>
Common Stock, par value $0.01 per        12,000,000             (2)                   (2)                (2)
share, and related Preferred Stock         shares
Purchase Rights
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

(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 March 1, 2000, to
         register 54,519,127 shares of Lucent Technologies Inc. common stock,
         par value $0.01 per share, issuable to stockholders of Ortel
         Corporation, including the 12,000,000 shares which may be issued
         pursuant to the Plans referred to above. See "Introductory Statement."

<PAGE>   3
                             INTRODUCTORY STATEMENT

         Lucent Technologies Inc. ("Lucent" or the "Company") hereby amends its
Registration Statement on Form S-4 (No. 333-31400) (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 12,000,000 shares of common stock, par value $.01
per share, of Lucent ("Lucent Common Stock") issuable upon the exercise of stock
options granted under the Ortel Corporation 1990 Stock Option Plan, the Ortel
1994 Equity Participation Plan, the Ortel Corporation 1999 Non-Qualified Stock
Option Plan and the Stephen R. Rizzone Non-Qualified Stock Option Agreement
(collectively, the "Plans").

         On April 27, 2000, Solara Acquisition Inc., a Delaware corporation and
a wholly owned subsidiary of Lucent ("Solara"), was merged with and into Ortel
Corporation, a Delaware corporation ("Ortel"). As a result of that merger (the
"Merger"), Ortel became a wholly owned subsidiary of Lucent and each outstanding
share (other than shares owned by Lucent, Solara or Ortel) of Ortel common
stock, par value $0.001 per share ("Ortel Common Stock"), was converted into the
right to receive 3.1350 shares of Lucent Common Stock. In addition, each
outstanding option issued pursuant to the Plans is no longer exercisable for
shares of Ortel 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 Ortel Common Stock for which such option was theretofore
exercisable and (y) 3.1350. The exercise price for each option shall be equal to
the exercise price per share for such option immediately prior to the effective
time of the Merger divided by 3.1350.

         The designation of the Post-Effective Amendment as Registration No.
333-31400 denotes that the Post-Effective Amendment relates only to the shares
of Lucent Common Stock issuable on the exercise of stock options under the Plans
and that this is the first Post-Effective Amendment to the Form S-4 filed with
respect to such shares.



<PAGE>   4
                                     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 Report on Form 10-Q for the quarter ended December
                  31, 1999.

         (3)      Current Reports on Form 8-K filed on October 29, 1999,
                  November 19, 1999, January 7, 2000, February 11, 2000, March
                  1, 2000 and March 10, 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 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
<PAGE>   5
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.


<PAGE>   6
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.

ITEM 9.           UNDERTAKINGS

<PAGE>   7
                  (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.

                  (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
<PAGE>   8
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.


<PAGE>   9
                                   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 2nd
day of May, 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                           #
         Carla A. Hills                            #
         Richard A. McGinn                         #
         Paul H. O'Neill                           #    Date: May 2, 2000
         Henry B. Schacht                          #
         Franklin A. Thomas                        #
         John A. Young                         #####
<PAGE>   10
                                  EXHIBIT INDEX


         Exhibit
         Number   Description

         4.1      Certificate of Incorporation. (Incorporated by reference to
                  Exhibit 3(i) of the Quarterly Report on Form 10-Q for the
                  quarterly period ended March 31, 1999, File No. 001-11639)

         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.

<PAGE>   1
                         [LETTERHEAD OF JEAN F. RANKIN]






May 2, 2000

Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974

Ladies and Gentlemen:

With reference to the Post-Effective Amendment No. 1 on Form S-8 to the
registration statement on Form S-4 which Lucent Technologies Inc. (the
"Company") proposes to file with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended, registering 12,000,000
common shares, par value $.01 per share (including an equal number of Preferred
Share Purchase Rights that initially trade with the common shares), of the
Company (the "Shares") which may be offered and sold by the Company under the
Ortel Corporation 1990 Stock Option Plan, the Ortel Corporation 1994 Equity
Participation Plan, the 1999 Non-Qualified Stock Option Plan and the Stephen R.
Rizzone Non-Qualified Stock Option Agreement (collectively, the "Plans"), I am
of the opinion that all proper corporate proceedings have been taken so that any
Shares to be offered and sold which are of original issuance, upon sale and
payment therefor in accordance with the Plans and the resolutions of the Board
of Directors relating to the offering and sale of common shares thereunder, will
be legally issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion with the SEC in connection with
the registration statement referred to above.


                                                     Very truly yours,

                                                     /s/ Jean F. Rankin

                                                     Jean F. Rankin

<PAGE>   1
                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 20, 2000, relating to the
consolidated financial statements and financial statement schedule, which
appears in Exhibit 99.1 to Lucent Technologies Inc. Current Report on Form 8-K
dated February 10, 2000.

/s/PricewaterhouseCoopers LLP
New York, New York
May 2, 2000




<PAGE>   1
                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-3, Form S-4, Form
S-8 or any other appropriate Form) with respect to the issuance of common
shares, par value $.01 per share, of the Company (including the related
Preferred Share Purchase Rights), in connection with the acquisition by the
Company of Ortel Corporation, including up to 50,000 shares to be offered under
Ortel's 401(k) Plan; and

         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:

         NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald
K. Peterson and James S. Lusk and each of them, as attorneys for and in the
name, place and stead of the undersigned, and in the capacity of the undersigned
as a director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney this 16th day of February, 2000.



By: /s/ Paul A. Allaire                     By: /s/ Carla A. Hills
    Paul A. Allaire                                 Carla A. Hills
    Director                                        Director



By: /s/ Richard A. McGinn                   By: /s/Paul H. O'Neill
    Richard A. McGinn                              Paul H. O'Neill
    Chairman of the Board                          Director
    and Chief Executive
    Officer


<PAGE>   2
                                                                      EXHIBIT 24




By: /s/ Henry B. Schacht                    By: /s/ Franklin A. Thomas
    Henry B. Schacht                            Franklin A. Thomas
    Director                                    Director



By: /s/ John A. Young                       By: /s/ James S. Lusk
    John A. Young                               James S. Lusk
    Director                                    Senior Vice President,
                                                Chief Financial Officer
                                                and Controller



<PAGE>   3
                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-3, Form S-4, Form
S-8 or any other appropriate Form) with respect to the issuance of common
shares, par value $.01 per share, of the Company (including the related
Preferred Share Purchase Rights), in connection with the acquisition by the
Company of Agere, Inc.; and

         WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-3, Form S-4, Form
S-8 or any other appropriate Form) with respect to the issuance of common
shares, par value $.01 per share, of the Company (including the related
Preferred Share Purchase Rights), in connection with the acquisition by the
Company of Ortel Corporation, including up to 50,000 shares to be offered under
Ortel's 401(k) Plan; and

         WHEREAS, the undersigned is an officer of the Company, as indicated
below her signature:

         NOW, THEREFORE, the undersigned hereby constitutes and appoints James
S. Lusk as attorney for and in the name, place and stead of the undersigned, and
in the capacity of the undersigned as an officer of the Company, to execute and
file any such registration statement with respect to the above-described common
shares and thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorney full power and authority
to do and perform each and every act and thing whatsoever requisite and
necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorney may or
shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 27th day of April, 2000.


                                                      By: /s/ Deborah C. Hopkins
                                                      Name:  Deborah C. Hopkins
                                                      Title: Executive Vice
                                                             President and Chief
                                                             Financial Officer


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