PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
(TO PROSPECTUS DATED JANUARY 8, 2002) Registration No. 333-72282
[LUCENT TECHNOLOGIES LOGO]
LUCENT TECHNOLOGIES INC.
1,885,000 SHARES OF 8.00% REDEEMABLE
CONVERTIBLE PREFERRED STOCK
$1,885,000,000 PRINCIPAL AGGREGATE AMOUNT OF 8.00% CONVERTIBLE SUBORDINATED
DEBENTURES ISSUABLE IN EXCHANGE FOR THE PREFERRED STOCK
252,005,273 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE CONVERSION
PRIVILEGE ATTACHED TO THE PREFERRED STOCK OR CONVERTIBLE SUBORDINATED DEBENTURES
46,328,725 SHARES OF COMMON STOCK ISSUABLE IN CONNECTION WITH THE PAYMENT OF
DIVIDENDS ON THE PREFERRED STOCK
This prospectus supplement relates to resales of preferred stock and to
sales of convertible subordinated debentures that may be issued in exchange for
preferred stock and to common stock that may be issued upon conversion of
preferred stock or convertible subordinated debentures, by the securityholders
named under the caption "Selling Securityholders" in this prospectus supplement
and the accompanying prospectus, all as described under the caption "Plan of
Distribution" in the accompanying prospectus. This prospectus supplement should
be read in conjunction with the accompanying prospectus dated January 8, 2002,
and the prospectus supplements dated March 29, 2002 and February 7, 2002, which
are to be delivered with this prospectus supplement.
The table appearing under "Selling Securityholders" in the accompanying
prospectus is hereby amended by the addition of, or the listing of additional
shares for, the following selling securityholders:
PRINCIPAL AMOUNT SHARES OF
SHARES OF OF CONVERTIBLE SHARES OF COMMON STOCK
PREFERRED SUBORDINATED COMMON OWNED PRIOR TO
SELLING SECURITYHOLDER(1) STOCK(2) DEBENTURES(2)(3) STOCK(4) THIS OFFERING
------------------------- --------- ---------------- ---------- --------------
Banca del Gotardo......................... 34 34,000 4,546 nil
BlackRock High Yield Bond Fund............ 1,000 1,000,000 133,690 nil
Credit Suisse First Boston
Corporation(5).......................... 670 670,000 89,573 nil
Deutsche Bank Securities Inc.(5).......... 121,500 121,500,000 16,243,311 nil
Equitec Group, LLC........................ 500 500,000 66,845 nil
Goldman Sachs and Company(5).............. 250 250,000 33,423 nil
International Bank of Reconstruction &
Development Retired Employees Benefit
Trust................................... 2,000 2,000,000 267,380 nil
JP Morgan Securities Inc.(5).............. 500 500,000 66,845 342,936
KBC Convertible Opportunities LTD......... 2,031 2,031,000 271,524 nil
Magnetite Assets Investors III LLC........ 3,000 3,000,000 401,070 nil
PRINCIPAL AMOUNT SHARES OF
SHARES OF OF CONVERTIBLE SHARES OF COMMON STOCK
PREFERRED SUBORDINATED COMMON OWNED PRIOR TO
SELLING SECURITYHOLDER(1) STOCK(2) DEBENTURES(2)(3) STOCK(4) THIS OFFERING
------------------------- --------- ---------------- ---------- --------------
Morgan Stanley(5)......................... 7,500 7,500,000 1,002,674 nil
Morgan Stanley Capital Services........... 35,000 35,000,000 4,679,143 nil
---------------
(1) Information about other selling securityholders may be provided in
prospectus supplements or post-effective amendments.
(2) In each case, none of these securities were held prior to this offering.
(3) Based on the principal amount of convertible subordinated debentures
originally issuable in exchange for the preferred stock, calculated by
reference to the initial liquidation preference of the preferred stock of
$1,000.00 per share. The principal amount is subject to increase as a result
of increases in the liquidation preference of the preferred stock to reflect
the accretion of unpaid dividends. See "Description of Preferred
Stock -- Exchange Right" in the accompanying prospectus.
(4) Based on the shares of common stock originally issuable upon exercise of the
conversion privilege attached to the preferred stock or the convertible
subordinated debentures with fractions rounded up to the nearest whole
share. The number of shares of common stock so issuable is subject to
increase as a result of antidilution adjustments and, in the case of
conversion of the preferred stock, increases in the liquidation preference
of the preferred stock to reflect the accretion of unpaid dividends. No
fractional shares of common stock will be issued upon conversion of the
preferred stock. Instead of issuing fractional shares, we will deliver scrip
that will entitle the holder to receive a full share upon surrender of such
scrip aggregating a full share. See "Description of Preferred
Stock -- Conversion Rights" and Description of the Convertible Subordinated
Debentures -- Conversion," in the accompanying prospectus.
(5) The number of securities listed in this prospectus supplement against the
name of this selling securityholder is in addition to the number of
securities listed against the name of this selling securityholder in the
accompanying prospectus.
Unless otherwise disclosed in the footnotes to the table above, no selling
securityholder has, or within the past three years has had, any position, office
or other material relationship with us or any or our predecessors or affiliates.
Our common stock trades on The New York Stock Exchange under the symbol
"LU". On May 28, 2002, the closing sale price of our common stock was $4.85 per
share.
INVESTING IN OUR PREFERRED STOCK, CONVERTIBLE SUBORDINATED DEBENTURES OR
OUR COMMON STOCK INVOLVES RISKS. "RISK FACTORS" BEGINS ON PAGE 9 OF THE
ACCOMPANYING PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS WHICH
ACCOMPANIES THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus supplement is May 29, 2002