8-K 1 a2073718z8-k.txt 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------------------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: March 15, 2002 -------------- -------------------------------------------------------------------------------- AVAYA INC. ---------- (EXACT NAME OF REGISTRANT AS SPECIFIED ON ITS CHARTER) DELAWARE 1-15951 22-3713430 ------------------------ --------------------- -------------- (STATE OF INCORPORATION) (COMMISSION FILE NO.) (IRS EMPLOYER IDENTIFICATION NUMBER) 211 MOUNT AIRY ROAD BASKING RIDGE, NJ 07920 ---------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (908) 953-6000 ---------------------------------------- (REGISTRANT'S TELEPHONE NUMBER) ITEM 5. OTHER EVENTS. On March 15, 2002, Avaya Inc. closed an underwritten public offering of 19,550,000 shares of common stock (which amount includes 2,550,000 shares issued upon exercise of the underwriter's over-allotment option). The proceeds to Avaya from the offering (before deducting expenses) were $111,884,650. A copy of the Underwriting Agreement, dated as of March 11, 2002, between Avaya and Bear, Stearns & Co. Inc. is attached hereto as Exhibit 1.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. Exhibit 1.1 Underwriting Agreement, dated as of March 11, 2002, between Avaya Inc. and Bear, Stearns & Co. Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AVAYA INC. Date: March 15, 2002 By: /s/ Pamela F. Craven ---------------------------------------- Name: Pamela F. Craven Title: Senior Vice President, General Counsel and Secretary 3 EXHIBIT INDEX Exhibit 1.1 Underwriting Agreement, dated as of March 11, 2002, between Avaya Inc. and Bear, Stearns & Co. Inc. 4