<PAGE> 1
Filed by Lucent Technologies
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
The following communication 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
forward-looking statements include, but are not limited to, future product,
market and technology development, future benefits of the acquisition, estimated
date to complete the transaction, and the expected impact of the transaction on
future earnings. These risks and uncertainties include obtaining approval by
Spring Tide Networks stockholders, obtaining regulatory approvals and
clearances, price and product competition, dependence on new product
development, reliance on major customers, customer demand for products and
services, the ability to successfully integrate acquired companies, timely
completion of the acquisition, control of costs and expenses, 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 that could
cause actual results to differ materially from such forward-looking statements,
see the reports filed by Lucent with the SEC including the discussion in
Lucent's Form 10-K for the year ended September 30, 1999 in Item 1 in the
section entitled "X. OUTLOOK - A. Forward Looking Statements".
Investors and security holders are advised to read the registration statement
and proxy statement/prospectus filed by Lucent with the SEC regarding the
transaction referenced in the foregoing information when it becomes available
because it will contain important information. Additionally, a detailed list of
names, affiliations and interests of participants in the solicitation can be
found in the proxy statement/prospectus, when available. Investors and security
holders may obtain a free copy of the other documents filed by Lucent at the
SEC's web site at www.sec.gov. The registration statement and proxy
statement/prospectus and such other documents may also be obtained from Lucent
by directing such request to Lucent Technologies, Attn: Secretary's Department,
600 Mountain Ave., Murray Hill, NJ. 07974.
THE FOLLOWING IS A RADIO BROADCAST INTERVIEW GIVEN ON JULY 25, 2000 BY JIM
ZEITLIN, SENIOR VICE PRESIDENT OF BUSINESS DEVELOPMENT FOR LUCENT TECHNOLOGIES
AND BOB SULLEBARGER, VICE PRESIDENT OF MARKETING FOR SPRING TIDE NETWORKS
<PAGE> 2
Conducting this interview for Radiowallstreet.com is Bob Weisman. Please go
ahead.
BOB WEISMAN: Thank you and good afternoon everyone. Today is Tuesday, July the
25th. I'm Bob Weisman and I'd like to welcome you both, Jim and Bob, to Radio
Wallstreet.com.
JIM ZEITLIN: Pleased to be here.
BOB SULLEBARGER: Thank you.
BOB WEISMAN: Glad to have you. This program is being brought to us by E-Stamp.
They are a company that was founded on the idea of making a difference; of
saving people time. E-stamp software is faster and easier than stamps or meters.
Don't take their word for it, though, tour their site by clicking on the ad on
the event page to learn more about them, and again, you would not lose the audio
for this interview.
BOB WEISMAN: Okay, Jim, let's start with you since you are the acquirer of
Spring Tide Networks today -- the announcement for $1.3 billion. Why don't you
give us the overview of the announcement?
JIM ZEITLIN: Okay, Bob. What we are announcing today is that Lucent is acquiring
Spring Tide Networks up here in Maynard, Massachusetts. Spring Tide Networks is
a private company
<PAGE> 3
that's a leader in producing switching equipment for the IP services market.
We've had a relationship with them for around a year and we're very happy to be
able to consummate this relationship with these folks today.
BOB WEISMAN: Now, is their technology something that Lucent didn't have
beforehand, and is this just an easier way to bring it into the Lucent family?
JIM ZEITLIN: The technology and the people that Spring Tide have, that have now
become part of the Lucent InterNetworking family, is in the area of IP services
and virtual private network. This is an area that we've been active in for
several years and consider ourselves to be a leader in. But, as you know, this
is a very fast growing; all aspects of these fields are growing very quickly. We
feel that we can get an edge in both time to market and in the technology by
acquiring Spring Tide at this time.
BOB WEISMAN: Okay. Then, why don't we get Bob you just let us know what are some
of the products and services that you are creating, formerly under the Spring
Tide name but now going forward under the Lucent name.
BOB SULLEBARGER: Right, well our flagship product today is called the IP Service
Switch 5000 and this is a 5 to 10 gigabit class data networking product which is
optimized for furnishing what are called "virtual routing instances". This is
the fundamental underpinning for building a sophisticated, enriched portfolio of
next generation IP services that we imagine service providers want to roll out,
and virtual private networks are one example of that. We are talking about
<PAGE> 4
virtual private network services, managed firewall services and all kinds of
outsource enabling; enabling all kinds of outsource application services, as
well.
BOB WEISMAN: Okay, and this is a product that is currently on the market, then?
BOB SULLEBARGER: Right. The IP Service Switch is shipping now. It is coupled
with a provisioning system we call LightShip and it works...the product works in
conjunction with a unique control plane architecture that leverages what are
called "directories" or policy based provisioning models.
BOB WEISMAN: Okay
BOB SULLEBARGER: Today Spring Tide is a single platform family, but there is an
entire, of course, family of products going forward that we will be rolling out
that are generalized in the same space at varying levels of capacity and
performance.
BOB WEISMAN: Who are some of the customers that you are selling the product to
today, then?
JIM ZEITLIN: Bob, some of the customer's that we are selling to today include
AT&T Wireless for their broadband fixed wireless network, it includes ionex
Telecommunications, a CLEC down in the southern part of the United States based
in Texas, and Broadslate is another CLEC. Again, using this as part of the
broadband IP networking strategy.
<PAGE> 5
BOB WEISMAN: Okay. Jim, I guess to follow through with that, is it where Spring
Tide was originally your supplier which then gets incorporated into some of
your technology and then ultimately Lucent was to become, basically, the
supplier to the end user, or was there a direct relationship with Spring Tide
previously?
JIM ZEITLIN: Lucent and Spring Tide have had an OEM relationship in effect since
last December, and we've been presenting this product through our sales force
through our customer teams to various Lucent customers in both the traditional
carrier and the CLEC space and we've been very successful with going after
customers in both those spaces.
BOB WEISMAN: Okay, fair enough. With respect to that, Bob, let me ask you what
is the motivation, if you had that relationship already existing since last
December, what's the motivation to sell out now to Lucent?
BOB SULLEBARGER: Well, that's really, I guess, a financial decision that's
driven by valuations. For us the appeal of being a component of Lucent has a lot
to do with field sales and support and customer confidence in the buy decision.
As an integral and wholly owned part of Lucent, customers now have even
higher confidence in our products. We will be fully supported by the Lucent
organization, and they can look forward to the benefits that come from
integration into Lucent's overall operational environment, the Navis product
suite.
<PAGE> 6
BOB WEISMAN: Okay. Is that, at the same time, though, potentially preventing you
from selling to some other OEM like, the "Nortels" of the world or some of the
other companies that compete with Lucent?
JIM ZEITLIN: I don't think that we are going to be OEMing this box to a company
like Nortel anytime soon, Bob.
BOB WEISMAN: Okay. I meant if Spring Tide was still stand alone, would that
opportunity exist if not being purchased by Lucent?
BOB SULLEBARGER: Sure. Had we not entered into this acquisition agreement then
that would have been in Spring Tide's or in any company's income interest to
diversify its channel for distribution. But, we are very happy with the
arrangement we have.
BOB WEISMAN: Okay. And as we do look forward, looking at the market pricing
your products do target - lets see, with one analyst at least estimates show
that the $660 million market place is growing at more than double that this
year, and then growing to $5 billion, or thereabouts, within the year 2003. So,
it seems like its growing pretty fast. Are you comfortable with those types of
numbers?
JIM ZEITLIN: In market that's growing this fast it is very hard to quantify
exactly, but what we do know is that IP dominates the edge of the network today
- all the applications that you run at work or at home are IP internet protocol
applications and there's very much a ground swell --
<PAGE> 7
a trend that all the carriers are migrating very, very many of their core
services to IP. And the Spring Tide architecture and Spring Tide products give
us a way of playing in a very big way in that space. So, I think those are good
numbers and we expect to get a good hunk of that business.
BOB WEISMAN: And exactly on that line, is there a number that you do estimate
that your market share is, that you can share with us so that we have an idea
as to, obviously, being that Spring Tide was targeting before, that you can
share with us now?
JIM ZEITLIN: You know that there are several competitors in this space. I think
it's a little too early to have good market share numbers, but speaking about
Lucent INS in general, we tend to dominate the carrier markets in all the
segments that we participate in and I would certainly expect that that would be
our goal in this space, as well.
BOB WEISMAN: Okay. And I did notice that this is going to be an accounted for
as a purchase, so you do have a write off one time, I guess when the deal looks
to close. I guess that would be very shortly, actually, by the end of
September, which is going to be a one-step solution, is what you're estimating?
JIM ZEITLIN: I believe that's correct.
BOB WEISMAN: Okay. There it also is important to note, for people sometimes
they look at this, that Spring Tide senior management is all sticking with
Lucent and will remain with the company.
<PAGE> 8
JIM ZEITLIN: That's true. Not only are we acquiring products and technology,
we're acquiring people. We're very happy to have Bob Sullebarger with us here.
We actually know him from a previous relationship at Ascend and at Cascade. The
president of Spring Tide, Allan Wallack, is going to stay with the company
and run Spring Tide as a division of Lucent reporting to Janet Davidson, who is
Group President of Lucent InterNetworking Systems, and Steve Collins, who is
the founder and really the technical guru behind Spring Tide. Excuse me, Steve
Akers, who is the founder and technical guru behind Spring Tide, is going to
stay and assume the additional responsibility of Chief Technical Officer of
Lucent INS. So, we really feel that these people are going to become a core part
of the team.
BOB WEISMAN: Okay. I'd like you to touch briefly -- you mentioned some recent
acquisitions, including the integration into the Lucent family has proven
successful. So, no reason to think this won't, as well.
JIM ZEITLIN: We are certainly looking forward to that.
BOB WEISMAN: Okay. Well, as we wrap up then today, any final thoughts or
summary that Jim or Bob, you want to provide to us?
BOB SULLEBARGER: Well, this is an embryonic market and it's going to be very
exciting to watch it all unfold over the next several years. I think Spring Tide
is bringing enormous value and enormous flexibility and potential into this
product portfolio in an area that promises to be
<PAGE> 9
enormous over time. So, we look forward to contributing to Lucent's overall
bottom line. It should be very exciting.
BOB WEISMAN: Okay.
JIM ZEITLIN: And from Lucent's point of view, we have a greatest interest in
this product among our sales teams worldwide, and we're looking forward to
having Spring Tide as part, as really a key part, of our IP strategy going
forward.
BOB WEISMAN: Okay, and with that in mind, I want to thank you both for joining
today and sharing with us the exciting announcement of Lucent acquiring Spring
Tide for $1.3 billion.
BOB SULLEBARGER: Thanks, Bob.
BOB WEISMAN: Okay
JIM ZEITLIN: Thank you.
BOB WEISMAN: And again, we were speaking with Jim Zeitlin of Lucent
Technologies InterNetworking Systems, and he is the Senior Vice President of
Business Development. And also we were speaking with Bob Sullebarger, he is the
Vice President of Marketing for Spring Tide Networks. And we also want to thank
our sponsor once again, for bringing us today's event, that was E-stamp,
they're a company that was founded on the idea of making a difference; of
saving
<PAGE> 10
people time. E-stamp software is faster and easier than stamps or meters. Don't
take their word for it, though, check out the information for yourself by
clicking on the ad on the event page. For Radiowallstreet.com, I'm Bob Weisman.
Thanks for listening.
# # #
This radio broadcast 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
forward-looking statements include, but are not limited to, future product,
market and technology development, future benefits of the acquisition, estimated
date to complete the transaction, and the expected impact of the transaction on
future earnings. These risks and uncertainties include obtaining regulatory
approval, 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, timely completion of the
acquisition, control of costs and expenses, 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 that could cause
actual results to differ materially from such forward-looking statements, see
the reports filed by Lucent with the Securities and Exchange Commission. Lucent
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
