-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MjhNltAeUBPnLN5zgiRGBfvRbker+Xq8DPjwALNpjuguN3ro7K/3k18uKyh97YQE ZCGjbm8JwFu6y9ORFpLkMA== 0001104659-03-020341.txt : 20030910 0001104659-03-020341.hdr.sgml : 20030910 20030910114747 ACCESSION NUMBER: 0001104659-03-020341 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030909 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVAYA INC CENTRAL INDEX KEY: 0001116521 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 223713430 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15951 FILM NUMBER: 03889282 BUSINESS ADDRESS: STREET 1: 211 MOUNT AIRY RD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 BUSINESS PHONE: 9089536000 MAIL ADDRESS: STREET 1: 211 MOUNT AIRY ROAD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 FORMER COMPANY: FORMER CONFORMED NAME: LUCENT EN CORP DATE OF NAME CHANGE: 20000612 8-K 1 a03-3279_18k.htm 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 (Date of earliest event reported): September 9, 2003

 

AVAYA INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-15951

 

22-3713430

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

211 Mount Airy Road

 

 

Basking Ridge, NJ

 

07920

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (908) 953-6000

 

 

 

Item 5. Regulation FD Disclosure.

 

On September 9, 2003, Avaya Inc., a Delaware corporation (“Avaya”), agreed to sell an approximately $27.2 million note (the “Note”) due to Avaya from Expanets, Inc., one of Avaya’s largest dealers, to a third party financial institution for a purchase price of approximately $25.8 million. The Note, which represents the remaining balance of a credit facility originally provided by Avaya to Expanets in March 2001, requires Expanets to make monthly interest payments and three principal payments of approximately $9 million on January 1, 2004, April 1, 2004 and July 1, 2004.

 

Avaya expects the sale of the Note to be completed on September 10, 2003.  Avaya does not expect the sale of the Note to have an impact on its operating results for the quarter ended September 30, 2003.

 

Item 7(c). Exhibits.

 

Attached to this Current Report on Form 8-K is the Ratio of Earnings to Fixed Charges and Ratio of Combined Earnings to Fixed Charges and Preferred Stock Accretion for Avaya for the nine months ended June 30, 2003.

 

2

 

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: September 10, 2003

By:

/s/ Garry K. McGuire

 

 

Name: Garry K. McGuire

 

 

Title: Chief Financial Officer and

 

 

Senior Vice President,

 

 

Corporate Development

 

3

 

EXHIBIT INDEX

 

Exhibit Number

 

Exhibit Description

 

 

 

12.1

 

Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Accretion for the nine months ended June 30, 2003.

 

4

 EX-12.1 3 a03-3279_1ex12d1.htm EX-12.1

Exhibit 12.1

 

Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Accretion

 

The following table sets forth our ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock accretion derived from our unaudited consolidated financial statements for the nine months ended June 30, 2003.

 

In reviewing the ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock accretion, please note the following:

 

•            In our second quarter of fiscal 2003, we extinguished LYONs through an exchange offer at an aggregate principal amount at maturity of approximately $84 million, or $43 million in accreted value.  Additionally, during fiscal 2003, we repurchased $310 million aggregate principal amount at maturity of LYONs, or $160 million in accreted value, in open market transactions.

 

•            In our third quarter of fiscal 2003, we sold, through an underwritten public offering under a shelf registration statement, an aggregate principal amount at maturity of approximately $200 million of our Senior Secured Notes due April 2009. The proceeds of approximately $212 million, which include approximately $2 million in accrued interest, a $16 million premium, partially offset by $6 million of issuance costs, were used for general corporate purposes.

 

Avaya Inc.

Computations of Ratio of Earnings to Fixed Charges and

Ratio of Earnings to Combined Fixed Charges and Preferred Stock Accretion

(dollars in millions)

(unaudited)

 

 

 

Nine Months

Ended

June 30,

2003

 

Earnings

 

 

 

Adjusted Loss Before Income Taxes

 

$

(68

)

Less: Interest Capitalized During the Period

 

—

 

Fixed Charges

 

99

 

Total Earnings Available

 

$

31

 

 

 

 

 

Adjusted Loss Before Income Taxes

 

 

 

Loss Before Income Taxes

 

$

(67

)

Less: Undistributed Earnings of Less than 50% owned affiliates

 

(1

)

Adjusted Loss Before Income Taxes

 

$

(68

)

 

 

 

 

Fixed Charges

 

 

 

Total Interest Expense Including Capitalized Interest

 

$

40

 

Amortization of Debt Discount (Premium) and Deferred Financing Costs

 

17

 

Interest Portion of Rental Expense (1)

 

42

 

Total Fixed Charges

 

$

99

 

Accretion of Series B Preferred Stock

 

—

 

Total Combined Fixed Charges and Preferred Stock Accretion

 

$

99

 

 

 

 

 

Ratio of Earnings to Fixed Charges

 

N/A

(2)

 

 

 

 

Ratio of Earnings to Combined Fixed Charges and Preferred Stock Accretion

 

N/A

(2)

 

(1)    For all periods presented, the percent of rental expense included in the computation of fixed charges represents a reasonable approximation of the interest factor.

 

(2)    For the nine months ended June 30, 2003, earnings available are inadequate to cover fixed charges and combined fixed charges and preferred stock accretion by $68 million.

 

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