AVAYA INC
8-K, 2000-11-13
TELEPHONE & TELEGRAPH APPARATUS
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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): November 13, 2000


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


<TABLE>
<S>                                       <C>                  <C>
               Delaware                      1-15951                22-3713430
     (State or other jurisdiction          (Commission            (IRS Employer
           of incorporation)               File Number)         Identification No.)
</TABLE>


<TABLE>
<S>                                                       <C>
                  211 Mount Airy Road
                  Basking Ridge, NJ                            07920
      (Address of principal executive offices)               (Zip Code)
</TABLE>

       Registrant's telephone number, including area code: (908) 953-6000




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ITEM 9.  REGULATION FD DISCLOSURE

       On November 13, 2000, Donald K. Peterson, President and Chief Executive
Officer of Avaya Inc., a Delaware corporation (the "Company"), in a presentation
to the UBS Warburg Global Telecom Conference in New York City noted the
following regarding the Company:

1)  The Company believes that its extended markets, which include
    communications portals, network management software, network security
    software and data networking services, will grow from $68 billion in 1999 to
    $156 billion in 2003, a compound annual growth rate of 23%. The Company
    believes that its combined current and extended markets will experience an
    aggregate compound annual growth rate of 16.3% from 1999 to 2003.

2)  The Company believes the following market segments will experience the
    indicated compound annual growth rates from 1999 to 2003:

    a) IP telephony - 246% ($4 billion market in 2003)
    b) Virtual private networks - 40% ($4 billion market in 2003)
    c) Unified communications - 43% ($6 billion market in 2003)
    d) Gigabit ethernet - 29% ($5 billion market in 2003)
    e) Applications professional services - 32% ($32 billion market in 2003)
    f) Value added services - 27% ($8.7 billion market in 2003)
    g) Customer relationship management - 27% ($10 billion market in 2003)
    h) Network software - 30%

3)  The Company's financial targets (excluding one time start-up expenses) for
    fiscal 2001 include revenue growth of mid-single digits; more than doubling
    net income; earnings per share in line with analysts' current consensus of
    $1.23 on a diluted basis; and depreciation, amortization and capital
    expenditures of $123 million, $60 million and $170 million, respectively.

This current report 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, but are not limited to, price and product
competition, rapid technological development, dependence on new product
development, the mix of our products and services, customer demand for our
products and services, the ability to successfully integrate acquired companies,
control of costs and expenses, the ability to form and implement alliances,
international growth, U.S. and foreign government regulation, general industry


<PAGE>   3


and market conditions and 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 other reports filed by the Company with the Securities
and Exchange Commission. The Company disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.


Note: the information in this report is furnished pursuant to Item 9 and shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that Section.
This report will not be deemed an admission as to the materiality of any
information in the report that is required to be disclosed solely by
Regulation FD.


<PAGE>   4


                                   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.


                                            AVAYA INC.




Date: November 13, 2000               By: /s/     GARRY K. MCGUIRE SR.
                                          -------------------------------
                                            Name: Garry K. McGuire Sr.
                                            Title: Chief Financial Officer





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