UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant |X| Filed by a Party other than the Registrant|_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED
BY RULE 14A-6(E)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to ss.240.14a-12
LUCENT TECHNOLOGIES INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which
transaction applies:
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2) Aggregate number of securities to which
transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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On June 8, 2006, Lucent Technologies Inc. issued the following update to
employees:
DATE: June 8, 2006
TO: All Lucent Employees
FROM: Corporate Communications
SUBJECT: Merger Update: Hart-Scott-Rodino Milestone Reached
Lucent and Alcatel have cleared an important hurdle with respect to the proposed
merger. On June 7, 2006, the two companies were notified that they had received
early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (HSR) as it pertains to the merger and Lucent filed an
8K with the U.S. Securities and Exchange Commission. Click here for a link to
the 8K filing.
This means that the U.S. Department of Justice's Antitrust Division has closed
its routine investigation of the merger under the HSR Act. While it is still
theoretically possible for the Antitrust Division or the Federal Trade
Commission (FTC) or others to challenge the merger on substantive antitrust
grounds in the United States, it would be highly unlikely.
Termination of the HSR Act waiting period is one of the conditions under the
merger agreement between Lucent and Alcatel.
The merger transaction was subject to review by the U.S. Antitrust Division of
the Department of Justice and the FTC under the HSR Act. Lucent had filed the
requisite Pre-Merger Notification and Report Forms under the HSR Act on May 5,
2006, and Alcatel had filed the requisite forms on May 8, 2006. The early
termination granted by the FTC on June 7 applies to both Alcatel and Lucent.
We still expect the merger to be completed in six to 12 months of the
announcement date, which was April 2, 2006.
As is typical with these types of transactions, there are other milestones that
must be reached before closing. These include:
o Antitrust filings in the European Union and other jurisdictions; o Approval by
the Committee on Foreign Investment in the United States
(CFIUS) and
o Approval by shareowners of both companies (holders of 2/3 of Alcatel shares
voting and holders of a majority of Lucent shares).
Please note that we have further steps to take before the merger is completed,
and Lucent and Alcatel remain separate companies and must conduct themselves as
such, prior to closing, including continuing to operate independently. For a
reminder about pre-merger information sharing guidelines and behaviors, you can
access a letter from Bill Carapezzi issued on April 17 at
http://my.lucent.com/pls/portal30/docs/FOLDER/CONT_PR/WTS/SHARING.HTML
SAFE HARBOR FOR FORWARD LOOKING STATEMENTS AND OTHER IMPORTANT INFORMATION
This website and other employee communications material contain statements
regarding the proposed transaction between Lucent and Alcatel, the expected
timetable for completing the transaction, future financial and operating
results, benefits and synergies of the proposed transaction and other statements
about Lucent and Alcatel's managements' future expectations, beliefs, goals,
plans or prospects that are based on current expectations, estimates, forecasts
and projections about Lucent and Alcatel and the combined company, as well as
Lucent's and Alcatel's and the combined company's future performance and the
industries in which Lucent and Alcatel operate and the combined company will
operate, in addition to managements' assumptions. Words such as "expects,"
"anticipates," "targets," "goals," "projects," "intends," "plans," "believes,"
"seeks," "estimates," variations of such words and similar expressions are
intended to identify such forward-looking statements which are not statements of
historical facts. These forward-looking statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions that are
difficult to assess. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such forward-looking
statements. These risks and uncertainties are based upon a number of important
factors including, among others: the ability to consummate the proposed
transaction; difficulties and delays in obtaining regulatory approvals for the
proposed transaction; difficulties and delays in achieving synergies and cost
savings; potential difficulties in meeting conditions set forth in the
definitive merger agreement entered into by Lucent and Alcatel; fluctuations in
the telecommunications market; the pricing, cost and other risks inherent in
long-term sales agreements; exposure to the credit risk of customers; reliance
on a limited number of contract manufacturers to supply products we sell; the
social, political and economic risks of our respective global operations; the
costs and risks associated with pension and postretirement benefit obligations;
the complexity of products sold; changes to existing regulations or technical
standards; existing and future litigation; difficulties and costs in protecting
intellectual property rights and exposure to infringement claims by others; and
compliance with environmental, health and safety laws. For a more complete list
and description of such risks and uncertainties, refer to Lucent's annual report
on Form 10-K for the year ended September 30, 2005 and quarterly reports on Form
10-Q for the periods ended December 31, 2005 and March 31, 2006 and Alcatel's
annual report on Form 20-F for the year ended December 31, 2005 as well as other
filings by Lucent and Alcatel with the U.S. Securities and Exchange Commission
(the "SEC"). Except as required under the U.S. federal securities laws and the
rules and regulations of the SEC, Lucent and Alcatel disclaim any intention or
obligation to update any forward-looking statements after the distribution of
this website and other employee communications material, whether as a result of
new information, future events, developments, changes in assumptions or
otherwise.
IMPORTANT ADDITIONAL INFORMATION FILED WITH THE SEC
In connection with the proposed transaction between Lucent and Alcatel, Alcatel
has filed a registration statement on Form F-4 (File no. 33-133919) (the "Form
F-4") to register the Alcatel ordinary shares underlying the Alcatel American
Depositary Shares ("ADS") to be issued in the proposed transaction. Alcatel and
Lucent have also filed, and intend to continue to file, additional relevant
materials with the SEC, including a registration statement on Form F-6 (the
"Form F-6" and together with the Form F-4, the "Registration Statements") to
register the Alcatel ADSs to be issued in the proposed transaction. The
Registration Statements and the related proxy statement/prospectus contain and
will contain important information about Lucent, Alcatel, the proposed
transaction and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE REGISTRATION STATEMENTS AND THE RELATED PROXY STATEMENT/PROSPECTUS
CAREFULLY, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING ALL
AMENDMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security
holders may obtain free copies of the documents filed with the SEC by Lucent and
Alcatel (including the Form F-4 and, when filed, the Form F-6) through the web
site maintained by the SEC at www.sec.gov. In addition, investors and security
holders may obtain free copies of materials filed with the SEC by Lucent and
Alcatel (including the Form F-4 and, when filed, the Form F-6) by contacting
Investor Relations at www.lucent.com, by mail to 600 Mountain Avenue, Murray
Hill, New Jersey 07974 or by telephone at 908-582-8500 and from Alcatel by
contacting Investor Relations at www.alcatel.com, by mail to 54, rue La Boetie,
75008 Paris, France or by telephone at 33-1-40-76-10-10.
Lucent and its directors and executive officers also may be deemed to be
participants in the solicitation of proxies from the stockholders of Lucent in
connection with the transaction described herein. Information regarding the
special interests of these directors and executive officers in the transaction
described herein is included in the Form F-4 (and will be included in the
definitive proxy statement/prospectus for the proposed transaction). Additional
information regarding these directors and executive officers is also included in
Lucent's proxy statement for its 2006 annual meeting of stockholders, which was
filed with the SEC on or about January 3, 2006. This document is available free
of charge at the SEC's web site at www.sec.govwww.sec.gov and from Lucent by
contacting Investor Relations at www.lucent.com, by mail to 600 Mountain Avenue,
Murray Hill, New Jersey 07974 or by telephone at 908-582-8500.
Alcatel and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Lucent in
connection with the transaction described herein. Information regarding the
special interests of these directors and executive officers in the transaction
described herein is included in the Form F-4 (and will be included in the
definitive proxy statement/prospectus for the proposed transaction). Additional
information regarding these directors and executive officers is also included in
Alcatel's annual report on Form 20-F filed with the SEC on March 31, 2006. This
document is available free of charge at the SEC's web site at www.sec.gov and
from Alcatel by contacting Investor Relations at www.alcatel.com, by mail to 54,
rue La Boetie, 75008 Paris, France or by telephone at 33-1-40-76-10-10.