AS FILED WITH THE SEC ON JUNE 17, 2002
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JUNE 17, 2002
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LUCENT TECHNOLOGIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 1-11639 22-3408857
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION)
600 MOUNTAIN AVENUE, MURRAY HILL, NEW JERSEY 07974
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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(908) 582-8500
(REGISTRANT'S TELEPHONE NUMBER)
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ITEM 5. OTHER EVENTS.
RESTATEMENT OF CONSOLIDATED FINANCIAL INFORMATION
Included under Item 7 of this Report on Form 8-K is restated Management's
Discussion and Analysis of Results of Operations and Financial Condition and the
consolidated financial statements giving retroactive effect to Lucent's new
segment structure, at September 30, 2001 and 2000 and for each of the years
ended September 30, 2001 and 2000. Comparable segment information for fiscal
year 1999 is not available and impracticable to obtain since it would require
significant costs to develop and involve significant estimates. The restated
consolidated financial statements of Lucent supercede the consolidated financial
statements included in Lucent's Annual Report on Form 10-K for the year ended
September 30, 2001, filed on December 28, 2001. No attempt has been made to
update our disclosures for events subsequent to the initial filing date of
December 28, 2001, except as otherwise explicitly noted.
This Form 8-K should be read in conjunction with Lucent's other public
filings with the Securities and Exchange Commission, including Lucent's Form
10-Q/A for the quarterly period ended March 31, 2002, filed on May 15, 2002.
ADJUSTMENT TO CONVERSION PRICES OF PREFERRED STOCK AND PREFERRED SECURITIES
As a result of the distribution on June 1, 2002 by the registrant to its common
shareholders of Class A and Class B common stock of Agere Systems Inc., the
conversion prices for the registrant's 8% redeemable convertible preferred stock
("preferred stock") and the 7.75% convertible trust preferred securities ("trust
preferred securities") issued by the registrant's subsidiary, Lucent
Technologies Capital Trust I, have been adjusted. Each share of preferred stock
is now convertible into 168.3502 shares of the registrant's common stock, based
upon a conversion price of $5.94 per share (the initial conversion rate was
133.6898 based upon a conversion price of $7.48 per share). Each trust preferred
security is now convertible into 206.6116 shares of the registrant's common
stock, based upon a conversion price of $4.84 per share (the initial conversion
rate was 163.9344 based upon a conversion price of $6.10 per share). The
conversion prices for the preferred stock and the trust preferred securities
remain subject to adjustments for specified events.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) The following exhibits are included with this Report:
Exhibit 23 -- Consent of PricewaterhouseCoopers LLP
Exhibit 99.1 -- Restated consolidated financial information as of
September 30, 2001 and 2000 and for the years ended
September 30, 2001, 2000 and 1999
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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, thereunto duly authorized.
LUCENT TECHNOLOGIES INC.
By: /s/ JOHN A. KRITZMACHER
.................................
JOHN A. KRITZMACHER
SENIOR VICE PRESIDENT AND CORPORATE
CONTROLLER
June 17, 2002
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INDEX TO EXHIBITS
Exhibit 23 -- Consent of PricewaterhouseCoopers LLP
Exhibit 99.1 -- Restated consolidated financial information as of
September 30, 2001 and 2000 and for the years ended
September 30, 2001, 2000 and 1999
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