<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 6, 2000
REGISTRATION NO. 1-15951
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
------------------------
AVAYA INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<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)
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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 $0.01 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
AVAYA INC.
I. INFORMATION INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED IN FORM 10 BY REFERENCE
Our Information Statement may be found as Exhibit 99.1 to this Form 10. For
your convenience, we have below provided a cross-reference sheet identifying
where the items required by Form 10 can be found in the Information Statement.
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10
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<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 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," "Ownership of Our
Common Stock" and "Related Transactions and Equity
Investment"
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," "Management -- Employment
Agreements" and "Related Transactions and Equity
Investment"
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
We were incorporated under the laws of the State of Delaware under the name
"Lucent EN Corp." on February 16, 2000. Lucent EN issued 1,000 shares of its
common stock, par value $0.01 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. As of June 27,
2000, our name was changed to "Avaya Inc."
On August 8, 2000, we entered into an agreement to sell 4,000,000 shares of
Series B convertible participating preferred stock and warrants to purchase
shares of our common stock to Warburg, Pincus Equity Partners, L.P. and several
related investment funds for a total of $400 million. This transaction will be
exempt from registration under the Securities Act of 1933, as amended, pursuant
to Section 4(2) thereof because such issuances do not involve any public
offering of the securities. For a more detailed description of this equity
investment, please see the information under the captions "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources" and "Related Transactions and
Equity Investment" in the Information Statement.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements filed as part of this registration statement
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Combined Financial Statements:
Combined Statements of Income for the three fiscal
years ended September 30, 1999 and the nine months
ended June 30, 2000 and 1999 (unaudited)............ F-3
Combined Balance Sheets as of September 30, 1998 and
1999 and June 30, 2000 (unaudited).................. F-4
Combined Statements of Changes in Invested Equity for
the three fiscal years ended September 30, 1999 and
the nine months ended June 30, 2000 and 1999
(unaudited)......................................... F-5
Combined Statements of Cash Flows for the three
fiscal years ended September 30, 1999 and the nine
months ended June 30, 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
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(b) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
2 Contribution and Distribution Agreement+
3.1 Restated Certificate of Incorporation of Avaya Inc.+
3.2 Amended and Restated By-laws of Avaya Inc.+
4.1 Specimen Common Stock certificate**
4.2 Restated Certificate of Incorporation of Avaya Inc. (filed
as Exhibit 3.1 hereto)+
4.3 Amended and Restated By-laws of Avaya Inc. (filed as Exhibit
3.2 hereto)+
4.4 Rights Agreement between Avaya Inc. and The Bank of New
York, as Rights Agent+
4.5 Form of Certificate of Designations of Series A Junior
Participating Preferred Stock (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)+
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II-1
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
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 Avaya Inc. Short Term Incentive Plan+
10.6 Avaya Inc. 2000 Long Term Incentive Plan+
10.7 Avaya Inc. 2000 Long Term Incentive Plan Restricted Stock
Unit Award Agreement+
10.8 Avaya Inc. 2000 Long Term Incentive Plan Nonstatutory Stock
Option Agreement+
10.9 Avaya Inc. Deferred Compensation Plan+
10.10 Employment Agreement of Mr. Peterson, dated August 8, 1995+
10.11 Avaya Inc. Supplemental Pension Plan+
10.12 Avaya Inc. 2000 Stock Compensation Plan for Non-Employee
Directors+
10.13 Trademark License Agreement+
10.14 Patent and Technology License Agreement+
10.15 Technology Assignment and Joint Ownership Agreement+
10.16 Development Project Agreement+
10.17 Preferred Stock and Warrant Purchase Agreement+
10.18 Certificate of Designations, Preferences and Rights of
Series B Convertible Participating Preferred Stock of Avaya
Inc. (attached as Exhibit A to the Preferred Stock and
Warrant Purchase Agreement filed as Exhibit 10.17 hereto)+
10.19 Form of Warrant (attached as Exhibit B to the Preferred
Stock and Warrant Purchase Agreement filed as Exhibit 10.17
hereto)+
21 List of Subsidiaries of Avaya Inc.+
27 Financial Data Schedule+
99.1 Avaya Inc. Information Statement dated , 2000**
</TABLE>
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** Filed herewith.
+ Previously filed.
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.
AVAYA INC.,
(Registrant)
By: /s/ DONALD K. PETERSON
------------------------------------
Name: Donald K. Peterson
Title: President and Chief
Executive Officer
Date: September 6, 2000
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<PAGE> 6
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
2 Contribution and Distribution Agreement+
3.1 Restated Certificate of Incorporation of Avaya Inc.+
3.2 Amended and Restated By-laws of Avaya Inc.+
4.1 Specimen Common Stock certificate**
4.2 Restated Certificate of Incorporation of Avaya Inc. (filed
as Exhibit 3.1 hereto)+
4.3 Amended and Restated By-laws of Avaya Inc. (filed as Exhibit
3.2 hereto)+
4.4 Rights Agreement between Avaya Inc. and The Bank of New
York, as Rights Agent+
4.5 Form of Certificate of Designations of Series A Junior
Participating Preferred Stock (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 Avaya Inc. Short Term Incentive Plan+
10.6 Avaya Inc. 2000 Long Term Incentive Plan+
10.7 Avaya Inc. 2000 Long Term Incentive Plan Restricted Stock
Unit Award Agreement+
10.8 Avaya Inc. 2000 Long Term Incentive Plan Nonstatutory Stock
Option Agreement+
10.9 Avaya Inc. Deferred Compensation Plan+
10.10 Employment Agreement of Mr. Peterson, dated August 8, 1995+
10.11 Avaya Inc. Supplemental Pension Plan+
10.12 Avaya Inc. 2000 Stock Compensation Plan for Non-Employee
Directors+
10.13 Trademark License Agreement+
10.14 Patent and Technology License Agreement+
10.15 Technology Assignment and Joint Ownership Agreement+
10.16 Development Project Agreement+
10.17 Preferred Stock and Warrant Purchase Agreement+
10.18 Certificate of Designations, Preferences and Rights of
Series B Convertible Participating Preferred Stock of Avaya
Inc. (attached as Exhibit A to the Preferred Stock and
Warrant Purchase Agreement filed as Exhibit 10.17 hereto)+
10.19 Form of Warrant (attached as Exhibit B to the Preferred
Stock and Warrant Purchase Agreement filed as Exhibit 10.17
hereto)+
21 List of Subsidiaries of Avaya Inc.+
27 Financial Data Schedule+
99.1 Avaya Inc. Information Statement dated , 2000**
</TABLE>
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** Filed herewith.
+ Previously filed.
