FORM 8-A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AGERE SYSTEMS INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3746606
(State of incorporation or organization) (IRS Employer Identification Number)
555 Union Boulevard 18109
Allentown, Pennsylvania
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which
to be so registered each class is to be registered
Class B common stock, par value New York Stock Exchange.
$.01 per share, and related
preferred share purchase rights.
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective upon filing
pursuant to General Instruction A.(c), please check the following box. [x]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form
relates: not applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
A description of the registrant's Class B common stock, par value
$.01 per share, and related preferred share purchase rights are set forth
under "Description of Common Stock" in the registrant's registration statement
on Form S-1 (Reg. No. 333-81632), filed with the SEC on January 30, 2002, as
amended, including any form of prospectus contained therein filed pursuant to
Rule 424(b) under the Securities Act of 1933, which description is
incorporated herein by reference.
Item 2. Exhibits.
1. Restated Certificate of Incorporation of the registrant (filed as Exhibit
4.1 to the registrant's registration statement on Form S-8 (Registration
No. 333-58324)).
2. Amended and Restated By-laws of the registrant (filed as Exhibit 3.2 to
the registrant's registration statement on Form S-1 (Registration No.
333-51594)).
3. Form of Specimen Certificate for the registrant's Class B common stock.
4. Rights Agreement between the registrant and The Bank of New York, as
rights agent, dated as of March 26, 2001 (filed as Exhibit 4.2 to the
registrant's registration statement on Form S-8 (Registration No.
333-58324)).
5. Form of Certificate of Designations of the registrant's Series A Junior
Participating Preferred Stock (included as Exhibit A to Exhibit 4).
6. Form of Right Certificate (included as Exhibit B to Exhibit 4).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
AGERE SYSTEMS INC.
(Registrant)
By /s/ Jean F. Rankin
-----------------------------------
Name: Jean F. Rankin
Title: Senior Vice President,
General Counsel and Secretary
Dated: May 1, 2002