UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
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
[X] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
N/A
--------------------------------------------------------------------------------
(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)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------
(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):
-------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------
[ ] 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:
-------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------
EXPLANATORY NOTE
Lucent Technologies Inc. previously filed a definitive proxy
statement/prospectus, dated August 4, 2006, with respect to the special meeting
of Lucent shareowners to be held on September 7, 2006. The Lucent special
meeting is being held to (i) consider and vote on the proposal to approve and
adopt the Agreement and Plan of Merger, dated as of April 2, 2006, by and among
Lucent, Alcatel and Aura Merger Sub, Inc., and the transactions contemplated by
the merger agreement and (ii) transact any other business as may properly come
before the special meeting or any adjournment or postponement of the special
meeting. The following supplements the disclosure in the proxy
statement/prospectus.
SUPPLEMENTAL DISCLOSURE
(1) THE SECTION OF THE PROXY STATEMENT/PROSPECTUS ENTITLED "LUCENT RECENT
DEVELOPMENTS - LUCENT SHAREOWNER LITIGATION" IS HEREBY SUPPLEMENTED BY
ADDING THE FOLLOWING AS THE LAST PARAGRAPH IN THAT SECTION:
"On August 22, 2006, the plaintiffs in Resnick filed a motion for
expedited discovery and for a preliminary injunction seeking to enjoin
the vote of Lucent's shareowners on the proposed merger with Alcatel
scheduled for September 7, 2006. During a conference with the Court on
August 23, 2006, the plaintiffs withdrew their motion for expedited
discovery and the court scheduled a hearing for September 6, 2006, to
consider whether to grant an injunction to postpone the Lucent
shareowners meeting.
On September 1, 2006, Lucent entered into a memorandum of
understanding with the plaintiffs to settle both the RESNICK and AR
MALEY TRUST actions and the September 6, 2006 hearing on the
preliminary injunction will not occur. The settlement will be subject
to customary conditions including court approval and consummation of
the merger. The terms of the settlement will be described in a notice
that will be furnished at a later date."
(2) THE SECTION OF THE PROXY STATEMENT/PROSPECTUS ENTITLED "THE MERGER -
OPINION OF JPMORGAN, FINANCIAL ADVISOR TO LUCENT - MISCELLANEOUS" IS
HEREBY SUPPLEMENTED BY ADDING THE FOLLOWING AT THE END OF THE THIRD
PARAGRAPH OF THAT SECTION:
"For the calendar years 2004, 2005, and 2006, the aggregate amount of
fees paid by Lucent to JPMorgan for financial services rendered to
Lucent totaled $14.7 million. These payments were for services that
were not related to the proposed merger. The figure stated above
excludes the amount paid or payable to JPMorgan pursuant to its
engagement with respect to the proposed merger, which is set forth
above."
(3) THE SECTION OF THE PROXY STATEMENT/PROSPECTUS ENTITLED "THE MERGER -
OPINION OF MORGAN STANLEY, FINANCIAL ADVISOR TO LUCENT - MISCELLANEOUS"
IS HEREBY SUPPLEMENTED BY ADDING THE FOLLOWING AS THE PENULTIMATE
SENTENCE OF THE LAST PARAGRAPH IN THAT SECTION:
"For the calendar years 2004, 2005, and 2006, the aggregate amount of
fees paid by Lucent to Morgan Stanley for financial services rendered
to Lucent totaled $1.8 million. These payments were for services that
were not related to the proposed merger. The figure stated above
excludes the amount paid or payable to Morgan Stanley pursuant to its
engagement with respect to the proposed merger, which information is
set forth above."
WHERE TO FIND 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"), which includes a definitive proxy statement/prospectus, dated August 4,
2006, relating to 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
important information about Lucent, Alcatel, the proposed transaction and
related matters. Investors and security holders may obtain free copies of the
documents filed with the SEC by Lucent and Alcatel 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 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.