AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AGERE SYSTEMS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 3674 22-3746606
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
555 UNION BOULEVARD
ALLENTOWN, PENNSYLVANIA 18109
(610) 712-4323
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JEAN F. RANKIN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
AGERE SYSTEMS INC.
555 UNION BOULEVARD
ALLENTOWN, PENNSYLVANIA 18109
(610) 712-4323
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
WILLIAM J. WHELAN, III, ESQ. JEREMIAH L. THOMAS, III, ESQ.
CRAVATH, SWAINE & MOORE SIMPSON THACHER & BARTLETT
WORLDWIDE PLAZA 425 LEXINGTON AVENUE
825 EIGHTH AVENUE NEW YORK, NEW YORK 10017
NEW YORK, NEW YORK 10019 (212) 455-2000
(212) 474-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-81632
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE(1) REGISTRATION FEE
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Convertible Subordinated Notes due 2009.....................
Class A Common Stock (including Preferred Stock Purchase
Rights(2))................................................ (3) (4)
Total....................................................... $32,812,000 $3,019
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(1) Calculated pursuant to Rule 457(o) of the Securities Act. The proposed
maximum aggregate offering price includes amounts attributable to notes that
the underwriters may purchase to cover over-allotments, if any.
(2) Rights initially will trade together with the Class A common stock. The
value attributable to the rights, if any, is reflected in the market price
of the Class A common stock.
(3) Includes an indeterminable number of shares of Class A common stock that may
be issuable upon conversion of notes. Pursuant to Rule 416 of the Securities
Act, the number of shares of Class A common stock registered hereby shall
include an indeterminate number of additional shares of Class A common stock
that may be issuable as a result of stock splits, stock dividends or similar
transactions. Any shares of Class A common stock issued upon conversion of
the notes will be issued for no additional consideration.
(4) Pursuant to Rule 457(i), there is no additional filing fee with respect to
the shares of Class A common stock issuable upon conversion of the notes
because no additional consideration will be received in connection with the
exercise of the conversion right.
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EXPLANATORY NOTE
This registration statement is being filed in order to register an
additional principal amount of convertible subordinated notes and additional
shares of Class A common stock of Agere Systems Inc. for offering pursuant to
Rule 462(b) under the Securities Act of 1933. A Registration Statement on Form
S-3 (File No. 333-81632, as amended (the "Prior Registration Statement")), was
declared effective by the Securities and Exchange Commission on June 13, 2002.
The contents of the Prior Registration Statement are hereby incorporated by
reference.
CERTIFICATION
Agere hereby certifies to the Commission that it has instructed its bank to
pay the Commission the filing fee of $3,019 for the additional securities being
registered hereby as soon as practicable (but in any event no later than the
close of business on June 14, 2002); that it will not revoke such instructions;
that it has sufficient funds in the relevant account to cover the amount of the
filing fee; and that it undertakes to confirm receipt of such instructions by
the bank by no later than June 14, 2002.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
All the exhibits filed with or incorporated by reference in Registration
No. 333-81632 are incorporated by reference into, and shall be deemed part of,
this registration statement,except:
Exhibits.
EXHIBIT
NO. DESCRIPTION
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5 Opinion of Cravath, Swaine & Moore as to legality of the
notes and common stock being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Cravath, Swaine & Moore (contained in Exhibit 5)
24.1 Power of Attorney filed as Exhibit 24.1 to Registration
Statement No. 333-81632 is hereby incorporated by reference
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Allentown, State of Pennsylvania, on June 13, 2002.
AGERE SYSTEMS INC.
By: /s/ MARK T. GREENQUIST
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Mark T. Greenquist
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 13, 2002.
SIGNATURE TITLE
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* President, Chief Executive Officer and Director
--------------------------------------------------- (Principal Executive Officer)
John T. Dickson
/s/ MARK T. GREENQUIST Executive Vice President and Chief Financial
--------------------------------------------------- Officer
Mark T. Greenquist (Principal Financial Officer and
Principal Accounting Officer)
* Director
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Rajiv L. Gupta
* Director
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Rae R. Sedel
* Director
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Harold A. Wagner
* Director
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John A. Young
* By
/s/ MARK T. GREENQUIST
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Mark T. Greenquist
ATTORNEY-IN-FACT
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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5 Opinion of Cravath, Swaine & Moore as to legality of the
notes and common stock being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Cravath, Swaine & Moore (contained in Exhibit 5)
24.1 Power of Attorney filed as Exhibit 24.1 to Registration
Statement No. 333-81632 is hereby incorporated by reference