UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 16, 2001
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Lucent Technologies Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-11639 22-3408857
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(State or other (Commission (I.R.S. Employer
jurisdiction of organization File Identification
Number) Number)
600 Mountain Avenue, Murray Hill, New Jersey 07974
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(Address of principal executive offices) (Zip Code)
(908) 582-8500
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(Registrant's telephone number, including area code)
None
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On November 16, 2001, Lucent Technologies Inc., a Delaware corporation
("Lucent"), and The Furukawa Electric Co., Ltd., a corporation organized under
the laws of Japan ("Furukawa"), consummated the sale of Lucent's Optical Fiber
Solutions ("OFS") business. Pursuant to the Asset and Stock Purchase Agreement
by and between Lucent and Furukawa, as amended (the "ASPA"), Lucent received
consideration of approximately $2.3 billion.
Lucent issued a press release announcing completion of the sale of its
OFS business, a copy of which is attached hereto as Exhibit 99.1. A copy of
Amendment No. 1 dated as of November 15, 2001, to the ASPA is attached hereto
as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit Description
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99.1 Press Release dated November 16, 2001, of Lucent Technologies Inc.
99.2 Amendment No. 1 dated as of November 15, 2001, to the Asset and
Stock Purchase Agreement dated as of July 24, 2001, by and between
Lucent Technologies Inc. and The Furukawa Electric Co., Ltd.
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.
LUCENT TECHNOLOGIES INC.,
by
/s/ Richard J. Rawson
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Name: Richard J. Rawson
Title: Senior Vice President,
General Counsel and Secretary
Date: November 20, 2001
EXHIBIT INDEX
Exhibit Description
99.1 Press Release dated November 16, 2001, of Lucent Technologies Inc.
99.2 Amendment No. 1 dated as of November 15, 2001, to the Asset and
Stock Purchase Agreement dated as of July 24, 2001, by and between
Lucent Technologies Inc. and The Furukawa Electric Co., Ltd.
Exhibit 99.1
NEWS RELEASE
[LOGO OMITTED]
Mary Ward Harumitsu Ogino LUCENT TECHNOLOGIES
Lucent Technologies Furukawa Electric Bell Labs Innovations
908-582-7658 (office) 81-3-3286-3050
732-424-0215 (home)
maryward@lucent.com
Phil Armstrong
CommScope
828-323-4848
LUCENT TECHNOLOGIES COMPLETES SALE OF OPTICAL FIBER SOLUTIONS BUSINESS
TO FURUKAWA ELECTRIC
FOR RELEASE: FRIDAY, NOVEMBER 16, 2001
MURRAY HILL, N.J. - Lucent Technologies (NYSE: LU) today announced that
it has completed the sale of its Atlanta-based Optical Fiber Solutions (OFS)
business to Furukawa Electric Co., Ltd. (Tokyo: 5801).
Lucent will receive $2.3 billion from Furukawa for the major portion of
the business, $225 million less than originally agreed. As was announced on
July 24, Furukawa and CommScope (NYSE: CTV) will form a venture to operate a
portion of the OFS business.
In a separate agreement also announced July 24, Corning is purchasing the
remaining portion of Lucent's OFS business, which consists of interest in two
joint ventures in China - Lucent Technologies Shanghai Fiber Optic Co. Ltd.
and Lucent Technologies Beijing Fiber Optic Cable Co., Ltd. Corning will pay
Lucent $225 million for its interests in these businesses. This transaction is
subject to various approvals, including Chinese governmental approval. Lucent
commented that the sale of this business is one in a series of moves to
sharpen its focus on meeting the needs of the world's largest service
providers for advanced broadband and mobile infrastructure technology. This
also is an opportunity for the OFS business to expand its position as a
leading optical fiber, fiber optical cable, fiber apparatus and specialty
fiber and components manufacturer.
-more-
About Lucent Technologies
Lucent Technologies, headquartered in Murray Hill, N.J., USA, designs and
delivers networks for the world's largest communications service providers.
Backed by Bell Labs research and development, Lucent relies on its strengths
in mobility, optical, data and voice networking technologies as well as
software and services to develop next-generation networks. The company's
systems, services and software are designed to help customers quickly deploy
and better manage their networks and create new, revenue-generating services
that help businesses and consumers. For more information on Lucent
Technologies, visit its Web site at http://www.lucent.com.
# # #
Exhibit 99.2
Conformed Copy
AMENDMENT NO. 1 dated as of November 15, 2001
(this "Amendment"), by and between LUCENT
TECHNOLOGIES INC., a Delaware corporation ("Seller"),
and THE FURUKAWA ELECTRIC CO., LTD., a corporation
organized under the laws of Japan ("Buyer").
WHEREAS Seller and Buyer have entered into an Asset and Stock
Purchase Agreement dated as of July 24, 2001 (the "Agreement"); and
WHEREAS Buyer and Seller desire to add certain provisions to, amend
certain provisions of and clarify certain matters relating to, the Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, and
intending to be legally bound by this Amendment, Seller and Buyer hereby agree
as follows:
SECTION 1. Definitions. All capitalized terms used but not defined
herein shall have the respective meanings assigned to such terms in the
Agreement.
SECTION 2. Amendments to the Agreement. (a) Amendment to Section
2.3(a). Section 2.3(a) of the Agreement is hereby amended by deleting the
phrase "Two Billion Five Hundred Twenty-Five Million U.S. Dollars
($2,525,000,000.00)" appearing in the third and fourth lines thereof and
replacing such phrase with the phrase "Two Billion Three Hundred Million U.S.
Dollars ($2,300,000,000.00)".
(b) Amendment to Section 3.9. Section 3.9 of the Agreement is hereby
amended by adding a new paragraph (g) thereof, which shall read in its
entirety as set forth in Annex I to this Amendment.
(c) Addition of Section 3.25. A new Section 3.25 shall be added to
the Agreement which reads in its entirety as follows:
"Section 3.25 Take or Pay Contracts
Other than as set forth on Schedule 3.25, no Contract that is
transferred, assigned, conveyed and/or delivered to
Buyer on the Closing Date pursuant to Section 2.1(g) of the Agreement contains
any obligation or commitment that would require Buyer, after the Closing, to
meet any minimum volume or other commitment to purchase a specified level of
materials and/or pay any penalty in the event that it does not meet certain
minimum volume or other commitments to purchase a specified level of
materials."
Schedule 3.25 is attached hereto as Annex II.
(d) Amendment and Restatement of Section 5.5. Section 5.5 of the
Agreement is hereby amended and restated to read in its entirety as set forth
in Annex III to this Amendment.
(e) Modification of Schedule 5.5(l)(i). The section of Schedule
5.5(l)(i) to the Agreement captioned "Neutrality Agreement Entities and
Facilities" is hereby amended and restated to read in its entirety as follows:
"Neutrality Agreement Entities and Facilities
Business Facilities Located In:
-Norcross
-Sturbridge
-Avon
-Somerset".
(f) Amendment and Restatement of Section 5.15(c)(v). Section
5.15(c)(v) of the Agreement is hereby amended and restated to read in its
entirety as follows:
"(v) notwithstanding the provisions of the Addendum to Schedule 3.7(b)
setting forth the square footage to be occupied by Buyer under each of
the Lease Agreements, Buyer shall have the right, exercisable by written
notice given to Seller not later than ten (10) Business Days following
the Closing, to reduce the amount of square footage to be occupied by
Buyer under one or more of the Lease Agreements by a percentage amount up
to the percentage reduction in the number of Business Employees who will
be working in such premises subsequent to the Closing based on
terminations and retirements of Business Employees which become
effective, and voluntary separations/packages which have been accepted by
Business Employees, in each case prior to Closing, as compared to
the average number of Business Employees who worked in such premises
during August, 2001. If Buyer exercises its right, pursuant to the
preceding sentence, to reduce the amount of square footage to be occupied
in any of such premises, then Buyer may designate which offices or other
portions of such premises formerly occupied by OFS shall not be occupied
by Buyer subject to the approval of Seller, which shall not be
unreasonably withheld or delayed, and the applicable Lease Agreements
(including the description of the demised premises, the square footage
amount, the aggregate monthly and annual rent, and any other charges
determined based upon square footage) shall be modified to reflect such
reduction(s) in the square footage to be occupied by Buyer retroactive to
the date of Closing as promptly as is practicable after Closing; provided
that if the consent of the Mortgage Lender to the reduction in square
footage described above with respect to the Lease Agreements relating to
Murray Hill and/or Whippany is required but is not granted, Seller and
Buyer shall enter into Lease Agreements for Murray Hill and/or Whippany,
as applicable, without such reductions in square footage, or shall not
amend or modify such Lease Agreements to reflect such reductions, and, in
either case, Seller shall indemnify and hold Buyer harmless from and
against the rent and any other charges and/or obligations that Buyer
would have avoided if the Mortgage Lender had consented to such
reductions in square footage and Seller shall have the exclusive right to
use and occupy the space that would have been the subject of the
reductions, provided further that the foregoing indemnification shall (1)
survive the Closing hereunder and (2) not be subject to the limitations
or restrictions on Seller's indemnification obligations set forth in
Section 9.3 of this Agreement, including those set forth in Section
9.3(g) hereof."
SECTION 3. Additional Agreements. Seller and Buyer hereby
acknowledge and agree to the following:
(a) Indemnification Matters. Notwithstanding anything in Section
9.3(a) of the Agreement to the contrary, Seller shall not be responsible for,
and shall have no obligation to indemnify, defend or hold harmless Buyer or
any other Indemnified Party from and against, any Losses incurred or suffered
by any Indemnified Party arising out of, resulting from or relating to any
actual, asserted or alleged infringement or misappropriation of any patent
owned by any Person listed on
Annex IV to this Amendment as a result of any activities or current or future
products of OFS, in each case occurring after the Closing; provided, that,
notwithstanding the foregoing, nothing contained herein shall be deemed to
amend, modify, waive or otherwise limit any of Seller's liabilities and
obligations under Section 2.5(i) or Section 9.3(b) of the Agreement.
(b) Certain Contracts. Notwithstanding anything in Section 2.4(b) of
the Agreement to the contrary, any obligation that exists as of the Closing to
purchase material under any Contract listed on Schedule 3.25 to the Agreement,
each of which Contracts shall be transferred, assigned, conveyed and delivered
to Buyer on the Closing Date pursuant to Section 2.1(g) of the Agreement,
shall constitute an Assumed Liability under the Agreement; provided, that all
liabilities and obligations (other than obligations to purchase material
thereunder set forth above) arising under or relating to such Contracts that
are not expressly assumed by Buyer under Section 2.4(b) of the Agreement shall
remain Excluded Liabilities under the Agreement.
(c) South Carolina MOU. Notwithstanding anything in the Agreement to
the contrary, the Memorandum of Understanding dated as of December 18, 2000,
among Project Spider; Richland County, South Carolina; the City of Columbia,
South Carolina; the South Carolina Coordinating Council for Economic
Development; and the South Carolina Department of Commerce, shall be an
Excluded Contract under the Agreement.
(d) Workforce Reduction Costs. Notwithstanding anything in the
Agreement to the contrary, Seller shall bear all costs in excess of $13.2
million that are associated with the OFS Workforce Reduction Plan contemplated
by Annex VI to this Amendment, and all such costs in excess of such amount
shall be Excluded Liabilities under the Agreement; provided, that Buyer shall
bear the actual out-of-pocket cost to implement the OFS Workforce Reduction
Plan contemplated by Annex V to this Amendment to the extent such
out-of-pocket costs do not exceed $13.2 million, and such costs shall be
Assumed Liabilities under the Agreement.
(e) Certain Operational Expenses. Notwithstanding anything in the
Agreement to the contrary, Seller shall not be responsible to pay the
out-of-pocket cost of upgrading or modifying the wastewater pretreatment
facility at the Norcross, Georgia OFS facility to accommodate the tetra methyl
ammonium hydroxide manufacturing process.
(f) JV Capital Contribution. In connection with obtaining the
consent of the lenders under Litespec Optical Fiber L.L.C.'s ("Litespec")
credit facilities to the transfer of the Transferred JV Interests relating to
Litespec, Buyer shall agree to make, or cause its Subsidiary or Affiliate to
make, at or following the Closing, a capital contribution to Litespec, not to
exceed $5 million, if, and only if, (i) any such capital contributions are
required by such lenders to obtain their consent to the transfer of the
Transferred JV Interests relating to Litespec and (ii) Sumitomo Electric
Industries, Inc. causes its applicable Subsidiary to make a pro rata capital
contribution to Litespec on the same terms and conditions as the capital
contribution, if any, to be made at or following the Closing by Buyer or its
Subsidiary or Affiliate in connection with the foregoing.
(g) Non-Cash Consideration. Notwithstanding anything in the
Agreement or the Financing Agreement to the contrary, (i) if delivered by or
on behalf of Buyer, Seller shall accept, in lieu of a portion of the Purchase
Price that would otherwise be payable by Buyer pursuant to the Agreement, 10.2
million shares of common stock, par value $.01 per share, of CommScope, Inc.
(the "Shares"); and (ii) any Shares delivered by or on behalf of Buyer in lieu
of a portion of the Purchase Price shall be assigned a value of $19.94 per
Share.
(h) Murray Hill Draw Tower. Notwithstanding anything in the
Agreement or any Collateral Agreement (or any ancillary agreement entered into
pursuant hereto or thereto) to the contrary, none of Buyer or any of its
successors or assignees shall be obligated to remove and/or restore the Murray
Hill draw tower(s) upon the expiration of the Sublease between Seller, as
sublessor, and Buyer or any of its successors or assignees, as sublessee, for
a portion of the space in Murray Hill, New Jersey.
SECTION 4. Effectiveness. This Amendment shall be effective as of
the Closing; provided, however, that if the Closing does not occur on November
16, 2001, this Amendment shall become null and void and of no force and effect
whatsoever effective as of 12:01 a.m. on November 17, 2001.
SECTION 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, IRRESPECTIVE OF THE CHOICE OF LAWS PRINCIPLES OF THE STATE OF NEW YORK,
AS TO ALL MATTERS,
INCLUDING MATTERS OF VALIDITY, CONSTRUCTION, EFFECT,
ENFORCEABILITY, PERFORMANCE AND REMEDIES.
SECTION 6. Continuation. Seller and Buyer agree and acknowledge that
the Agreement, as amended by this Amendment, continues in full force and
effect in accordance with its terms.
SECTION 7. Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each party has caused this Amendment to
be duly executed on its behalf by its duly authorized officer as of the date
first written above.
LUCENT TECHNOLOGIES INC.,
by
/s/ Edward D. McKeever
---------------------------------
Name: Edward D. McKeever
Title: Vice President - Law
THE FURUKAWA ELECTRIC CO., LTD.,
by
/s/ Katsuhiko Okubo
---------------------------------
Name: Katsuhiko Okubo
Title: