As filed with the United States Securities and Exchange Commission on
December 21, 2004
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LUCENT TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3408857
(State of (I.R.S. Employer
Incorporation or Organization) Identification No.)
600 Mountain Avenue
Murray Hill, New Jersey 07974
(908) 582-8500
(Address of Principal Executive Offices)
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ X ]
Securities Act registration statement file number to which this form
relates:_________________ (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act: none
Securities to be registered pursuant to Section 12(g) of the Act:
warrants to purchase common stock, par value $0.01 per share
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(Title of Class)
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Item 1: Description of Registrant's Securities to be Registered.
Lucent Technologies Inc. has issued warrants to purchase its common
stock, par value $0.01 per share. A complete description of the terms of the
warrants is set forth in the Warrant Agreement dated as of December 10, 2004
between Lucent Technologies Inc. and The Bank of New York, as Warrant Agent. The
Warrant Agreement and the form of certificate for the warrants are attached as
Exhibit 4.1 to Lucent's current report on Form 8-K, filed with the SEC on
December 10, 2004 and incorporated by reference herein. The following
description of the warrants does not purport to be complete and is qualified in
its entirety by reference to such exhibit.
Pursuant to the terms of the settlement of Case No. 00-CV-621(JAP) (In
re Lucent Technologies Inc. Securities Litigation) brought in United States
District Court for the District of New Jersey, Lucent has issued 200,000,000
warrants to approved members of the class of plaintiffs in that lawsuit. Each
holder of a warrant has the right, which may be exercised on any business day
until 5:00 p.m. on December 10, 2007, to purchase from Lucent the number of
shares of Lucent common stock which the holder may at the time be entitled to
receive upon payment of the exercise price then in effect for such warrant.
Each warrant initially entitles the holder thereof, subject to
adjustment pursuant to the terms of the Warrant Agreement, to purchase one share
of common stock at an exercise price of $2.75 per share. The exercise price is
payable in cash or by certified or official bank check payable to the order of
the Warrant Agent or by wire transfer of funds to an account at the Warrant
Agent designated by the Warrant Agent for such purpose.
Lucent is not required to issue fractional shares of common stock on
the exercise of warrants. In lieu of issuing fractional shares, Lucent shall pay
an amount in cash equal to the current market value per share of common stock
multiplied by such fraction, computed to the nearest whole cent.
Upon the occurrence of certain events set forth in the Warrant
Agreement, the number of shares of common stock issuable upon exercise of a
warrant may be increased or reduced and the exercise price may be adjusted
upward or downward. Subject to the exceptions specified in the Warrant
Agreement, adjustments to the number of shares of common stock issuable upon
exercise of a warrant and the exercise price may be made if Lucent:
o pays a stock dividend or makes another distribution of shares of
its common stock to holders of common stock;
o subdivides or reclassifies its outstanding shares of common stock
into a greater number of shares of common stock; or
o combines or reclassifies its outstanding shares of common stock
into a smaller number of shares of common stock.
In case of (i) any capital reorganization, consolidation or merger of
Lucent (other than the consolidation or merger of Lucent with or into another
corporation in which Lucent is the continuing corporation and which does not
result in any reclassification of its outstanding shares of common stock into
shares of other stock or other securities, property or cash), or (ii) the sale
of all or substantially all of Lucent's assets, the holders of warrants which
have not been exercised (or otherwise expired or been terminated) will be
entitled to receive, upon exercise of the warrants and payment of the exercise
price, the kind and amount of consideration receivable by holders of Lucent's
common stock in such capital reorganization, consolidation, merger or sale.
Prior to the exercise of any warrant, holders of warrants are not
entitled to any rights of a stockholder of Lucent, including, without
limitation, the right to vote or to receive dividends or other distributions.
Furthermore, the holders of warrants are not entitled to receive any notice of
any proceedings of Lucent except in certain limited circumstances set forth in
the Warrant Agreement.
Item 2: Exhibits.
The exhibits required to be filed as part of this registration
statement are listed in the attached Exhibit Index.
SIGNATURE
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, thereto duly authorized.
LUCENT TECHNOLOGIES INC.
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Registrant
Date: December 20, 2004 By: /s/ JOHN A. KRITZMACHER
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John A. Kritzmacher
Senior Vice President and
Corporate Controller
EXHIBIT INDEX
4.1 Warrant Agreement dated as of December 10, 2004 between Lucent
Technologies Inc. and The Bank of New York, as warrant agent
(incorporated by reference to Exhibit 4.1 to the registrant's
current report on Form 8-K, filed with the SEC on
December 10, 2004.