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.
-------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-------------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
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:
------------------------------------------------------------------------
Lucent Technologies Inc. issued the following press release on August 28, 2006:
NEWS RELEASE [LUCENT TECHNOLOGIES][GRAPHIC OMITTED]
Janeann Bann KPN Press Office
Lucent Technologies - The Netherlands +31 70 4466300
+31 35 687 2520 (office)
+31 6 2336 793 (mobile)
bann@lucent.com
Martina Grueger-Buehs
Lucent Technologies - Europe
+49 228 243 1230 (office)
+49 160 74 36 223 (mobile)
grueger@lucent.com
Rich Teplitsky
Lucent Technologies - US
+1 908 582 5700 (office)
+1 908 797 4298 (mobile)
rteplitsky@lucent.com
KPN SELECTS LUCENT TECHNOLOGIES AS PRIME INTEGRATOR FOR
ALL IP NEXT GENERATION NETWORK
LUCENT WILL DEPLOY, INTEGRATE AND MIGRATE KPN'S NEXT GENERATION NETWORK TO
SUPPORT HIGH-SPEED ACCESS, VOICE AND IP-BASED MULTIMEDIA SERVICES
FOR RELEASE: MONDAY, AUGUST 28, 2006
HILVERSUM, THE NETHERLANDS - Lucent Technologies (NYSE:LU) today
announced that it has signed a network integration and program management
contract with KPN to manage the deployment and integration of KPN's All IP Next
Generation Network (NGN), based on IP Multimedia Subsystem (IMS) service
architecture. As part of the agreement Lucent will take responsibilities in the
migration of KPN's existing services and customers to the new All IP network to
meet KPN's announced marketing objectives.
KPN's All IP network will be deployed across The Netherlands and will
support the introduction of new advanced "triple play" multimedia services,
while meeting a targeted multi hundred million annual cost savings by the year
2010.
KPN has earlier announced that it will be spending between Euros 1 to
1.5 billion on its All IP program. Following the successful migration of
customers and services, the legacy networks and buildings will be phased out.
-more-
"We have given the prime multi-vendor integration role to Lucent
because of its intimate knowledge of the KPN network and proven multi-vendor
services capabilities," said Eelco Blok, Board Member of KPN and responsible for
the Fixed Division.
"This is one of the world's first major Network Transformation
projects that includes a transition of legacy voice services to a next
generation broadband IMS based network, and also includes a major overhaul of
the access network," said John Meyer, President, Lucent Sales and Services
organisation. "This agreement is a strong endorsement of our ability to help
customers transform their networks and of Lucent's strength as a provider of
managed and professional services."
In support of KPN's network transformation, Lucent will be
establishing a new Next Generation Network Transformation Global Center of
Excellence (CoE) in The Netherlands to deliver services focused on complex
network migration challenges. The center will serve KPN and future customers as
the starting point for planning and coordinating Network Transformation and
Migration projects. The CoE will utilize local and virtual support, and will
include a fully functional next generation equipment laboratory. The center will
also provide hands-on training, and help support the creation of methods,
procedures and best practices for network transformation and migration
operations.
Under the Network Transformation award Lucent will provide KPN with
program management, network design and planning, integration, and migration
services, as well as security, network and process redesign consultancy services
for both the network infrastructure and the related IT systems. The contract
also includes access to the innovations being developed for All IP networks by
Lucent's innovation arm, Bell Labs.
ABOUT LUCENT TECHNOLOGIES
Lucent Technologies designs and delivers the systems, services and
software that drive next-generation communications networks. Supported by Bell
Labs research and development, Lucent uses its strengths in mobility, optical,
software, data and voice networking technologies, as well as services, to create
new revenue-generating opportunities for its customers, while enabling them to
quickly deploy and better manage their networks. Lucent's customer base includes
communications service providers, governments and enterprises worldwide. For
more information on Lucent Technologies, which has headquarters in Murray Hill,
N.J., USA, visit WWW.LUCENT.COM.
-more-
ABOUT KPN
KPN offers telecommunication services to both consumers and businesses.
The core activities are telephony, Internet and television services in the
Netherlands, mobile telecom services in Germany, the Netherlands and Belgium and
data services in Western Europe. KPN is market leader in the major segments of
the Dutch telecom market and is actively growing market share in the new IP and
DSL markets. Through E-Plus and BASE, KPN occupies a strong position in the
mobile markets in Germany and Belgium respectively.
As of June 30, 2006, KPN's 28,536 employees (26,033 FTEs) served 6.4
million fixed-line subscribers and 2.3 million Internet customers in the
Netherlands as well as 22,2 million mobile customers in Germany, the Netherlands
and Belgium. KPN was privatized in 1989. KPN's shares are listed on the stock
exchanges in Amsterdam, New York, London and Frankfurt. More information about
KPN can be found at kpn.com.
# # #
SAFE HARBOR FOR FORWARD LOOKING STATEMENTS AND OTHER IMPORTANT INFORMATION
This document contains 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 amended, 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
document, whether as a result of new information, future events, developments,
changes in assumptions or otherwise.
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.