<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 2000
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
------------------------
LUCENT EN CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 22-3713430
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
211 MOUNT AIRY ROAD 07920
BASKING RIDGE, NJ (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(908) 953-6000
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
<S> <C>
COMMON STOCK, NEW YORK STOCK EXCHANGE
PAR VALUE $.01 PER SHARE
SERIES A JUNIOR PARTICIPATING NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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<PAGE> 2
LUCENT EN CORP.
I. INFORMATION INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED IN FORM 10 BY REFERENCE
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10
<TABLE>
<CAPTION>
ITEM
NO. CAPTION LOCATION IN INFORMATION STATEMENT
---- ------- ---------------------------------
<C> <S> <C>
1. Business............................... "Summary," "The Distribution," "Risk Factors,"
"Forward Looking Statements," "Capitalization,"
"Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Business"
and "Relationship Between Lucent and Our Company
After the Distribution"
2. Financial Information.................. "Summary," "Selected Historical Financial
Information," "Unaudited Pro Forma Condensed
Financial Statements" and "Management's Discussion
and Analysis of Financial Condition and Results of
Operations"
3. Properties............................. "Business -- Properties"
4. Securities Ownership of Our Beneficial
Owners and Management................ "The Distribution," "Management" and "Ownership of
Our Common Stock"
5. Directors and Executive Officers....... "Management"
6. Executive Compensation................. "Management" and "Ownership of Our Common Stock"
7. Our Relationships and Related
Transactions......................... "Relationship Between Lucent and Our Company After
the Distribution" and "Management -- Employment
Agreements and Other Relationships"
8. Legal Proceedings...................... "Business -- Legal Proceedings"
9. Market Price of and Dividends on the
Registrant's Common Equity and
Related Shareowner Matters........... "The Distribution," "Dividend Policy" and
"Description of Capital Stock"
10. Recent Sales of Unregistered
Securities........................... Not Included (see Part II below)
11. Description of Registrant's Securities
to be Registered..................... "The Distribution," "Dividend Policy" and
"Description of Capital Stock"
12. Indemnification of Directors and
Officers............................. "Indemnification of Directors and Officers"
13. Financial Statements and Supplementary
Data................................. "Unaudited Pro Forma Condensed Financial
Statements" and "Index to Combined Financial
Statements"
14. Changes In and Disagreements with
Accountants on Accounting and
Financial Matters.................... Not Applicable
15. Financial Statements and Exhibits...... "Unaudited Pro Forma Condensed Financial
Statements" and "Index to Combined Financial
Statements"
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<PAGE> 3
II. INFORMATION NOT INCLUDED IN INFORMATION STATEMENT
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
Lucent EN Corp. was incorporated under the laws of the State of Delaware on
February 16, 2000. Lucent EN issued 1,000 shares of its common stock, par value
$.01 per share, to Lucent Technologies Inc., a Delaware corporation, in
consideration of a capital contribution of $10.00 by Lucent Technologies Inc.
Such issuance was exempt from registration under the Securities Act of 1933, as
amended, pursuant to Section 4(2) thereof because such issuance did not involve
any public offering of securities.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements filed as part of this registration statement
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<S> <C>
Combined Financial Statements:
Combined Statements of Income for the three fiscal
years ended September 30, 1999 and the six months
ended March 31, 2000 and 1999 (unaudited)........... F-3
Combined Balance Sheets as of September 30, 1998 and
1999 and March 31, 2000 (unaudited)................. F-4
Combined Statements of Changes in Invested Equity for
the three fiscal years ended September 30, 1999 and
the six months ended March 31, 2000 and 1999
(unaudited)......................................... F-5
Combined Statements of Cash Flows for the three
fiscal years ended September 30, 1999 and the six
months ended March 31, 2000 and 1999 (unaudited).... F-6
Financial Statement Schedule:
Schedule II- Valuation and Qualifying Accounts for
the three fiscal years ended September 30, 1999..... S-1
</TABLE>
(b) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
2 Contribution and Distribution Agreement*
3.1 Amended and Restated Certificate of Incorporation of Lucent
EN Corp.*
3.2 Amended and Restated By-laws of Lucent EN Corp.*
4.1 Specimen Common Share certificate*
4.2 Amended and Restated Certificate of Incorporation of Lucent
EN Corp. (filed as Exhibit 3.1 hereto)*
4.3 Amended and Restated By-laws of Lucent EN Corp. (filed as
Exhibit 3.2 hereto)*
4.4 Rights Agreement between Lucent EN Corp. and The Bank of New
York, as Rights Agent*
4.5 Form of Articles of Amendment of the Articles of
Incorporation of Lucent EN Corp. (attached as Exhibit A to
the Rights Agreement filed as Exhibit 4.4 hereto)*
4.6 Form of Right Certificate (attached as Exhibit B to the
Rights Agreement filed as Exhibit 4.4 hereto)*
10.1 Contribution and Distribution Agreement (filed as Exhibit 2
hereto)*
10.2 Interim Services and Systems Replication Agreement*
10.3 Employee Benefits Agreement*
10.4 Tax Sharing Agreement*
10.5 Lucent EN Corp. Short Term Incentive Plan*
10.6 Lucent EN Corp. 2000 Long Term Incentive Plan*
10.7 Lucent EN Corp. 2000 Long Term Incentive Plan Restricted
Stock Unit Award Agreement*
10.8 Lucent EN Corp. 2000 Long Term Incentive Plan Nonstatutory
Stock Option Agreement*
10.9 Lucent EN Corp. Deferred Compensation Plan*
10.10 Employment Agreement of Mr. Peterson, dated August 8, 1995*
10.11 Lucent EN Corp. Supplemental Pension Plan*
10.12 Lucent EN Corp. 2000 Stock Compensation Plan for
Non-Employee Directors*
</TABLE>
II-1
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
11 Statement re: Computation of Per Share Earnings*
21 List of Subsidiaries of Lucent EN Corp.*
27 Financial Data Schedule**
99.1 Lucent EN Corp. Preliminary Information Statement dated June
20, 2000**
</TABLE>
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* To be filed by amendment.
** Filed herewith.
II-2
<PAGE> 5
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
LUCENT EN CORP.
(Registrant)
By: /s/ DONALD K. PETERSON
------------------------------------
Name: Donald K. Peterson
Title: President and Chief
Executive Officer
Date: June 20, 2000
II-3
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
2 Contribution and Distribution Agreement*
3.1 Amended and Restated Certificate of Incorporation of Lucent
EN Corp.*
3.2 Amended and Restated By-laws of Lucent EN Corp.*
4.1 Specimen Common Share certificate*
4.2 Amended and Restated Certificate of Incorporation of Lucent
EN Corp. (filed as Exhibit 3.1 hereto)*
4.3 Amended and Restated By-laws of Lucent EN Corp. (filed as
Exhibit 3.2 hereto)*
4.4 Rights Agreement between Lucent EN Corp. and The Bank of New
York, as Rights Agent*
4.5 Form of Articles of Amendment of the Articles of
Incorporation of Lucent EN Corp. (attached as Exhibit A to
the Rights Agreement filed as Exhibit 4.4 hereto)*
4.6 Form of Right Certificate (attached as Exhibit B to the
Rights Agreement filed as Exhibit 4.4 hereto)*
10.1 Contribution and Distribution Agreement (filed as Exhibit 2
hereto)*
10.2 Interim Services and Systems Replication Agreement*
10.3 Employee Benefits Agreement*
10.4 Tax Sharing Agreement*
10.5 Lucent EN Corp. Short Term Incentive Plan*
10.6 Lucent EN Corp. 2000 Long Term Incentive Plan*
10.7 Lucent EN Corp. 2000 Long Term Incentive Plan Restricted
Stock Unit Award Agreement*
10.8 Lucent EN Corp. 2000 Long Term Incentive Plan Nonstatutory
Stock Option Agreement*
10.9 Lucent EN Corp. Deferred Compensation Plan*
10.10 Employment Agreement of Mr. Peterson, dated August 8, 1995*
10.11 Lucent EN Corp. Supplemental Pension Plan*
10.12 Lucent EN Corp. 2000 Stock Compensation Plan for
Non-Employee Directors*
11 Statement re: Computation of Per Share Earnings*
21 List of Subsidiaries of Lucent EN Corp.*
27 Financial Data Schedule**
99.1 Lucent EN Corp. Preliminary Information Statement dated June
20, 2000**
</TABLE>
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* To be filed by amendment.
** Filed herewith.
