-----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, FqPCqtU1szwptvePOEiSkoAMzgNj1pWDv/EKzeA9K6s9RVDp7OmBUQH42AKbBpq7 xBKY5EnYB0tjrOKkWWz8Vg== 0001104659-04-014589.txt : 20040514 0001104659-04-014589.hdr.sgml : 20040514 20040514170725 ACCESSION NUMBER: 0001104659-04-014589 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040514 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040514 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: 04808719 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 a04-6163_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): May 14, 2004

 

 

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. Other Events and Regulation FD Disclosure.

 

On May 14, 2004, Avaya Inc., a Delaware corporation (the “Company”), issued a press release announcing the settlement of a nationwide class action related to claims that certain telecommunications products might not process date functions correctly when their internal clocks switched to January 1, 2000.  The press release is attached hereto as Exhibit 99.1.

 

The Company assumed liability for these matters as a result of a Contribution and Distribution Agreement (the “CDA”), dated as of September 30, 2000, by and between Lucent Technologies Inc. (“Lucent”) and the Company related to the spin-off of the Company by Lucent.  Pursuant to the terms of the CDA, Lucent is responsible for 50% of the costs related to these matters in excess of $50 million, including attorneys’ fees.  The Company notified Lucent that it expects costs incurred in these matters, including costs expended since these matters commenced in 1999, to exceed the $50 million threshold.  Accordingly, Lucent will be responsible for a portion of the cost of the settlement.

 

Based on existing reserves for these matters, the Company does not believe the settlement will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

 

This current report contains forward-looking statements regarding the Company’s expectations of the impact of the settlement of the litigation described herein.  These statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include, but are not limited to, price and product competition, rapid technological development, dependence on new product development, the mix of our products and services, customer demand for our products and services, risks related to inventory, including warranty costs, obsolescence charges, excess capacity and material and labor costs, the ability to successfully integrate acquired companies, the ability to attract and retain qualified employees, control of costs and expenses, the ability to form and implement alliances, the economic, political and other risks associated with international sales and operations, U.S. and non-U.S. government regulation, general industry and market conditions and growth rates, and general domestic and international economic conditions including interest rate and currency exchange rate fluctuations.  For a further list and description of such risks and uncertainties, see the other reports filed by Avaya with the Securities and Exchange Commission. Except as may be required by the federal securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

Item 7(c). Exhibits.

 

Exhbit 99.1                             Press release., dated May 14, 2004

 

 

 

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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: May 14, 2004

By:

/s/ Garry K. McGuire

 

 

 

Name: Garry K. McGuire

 

 

 

Title: Chief Financial Officer and
Senior Vice President,
Corporate Development

 

 

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EXHIBIT INDEX

 

Exhibit Number

 

Exhibit Description

 

 

 

99.1

 

Press release, dated May 14, 2004.

 

 

4

 EX-99.1 2 a04-6163_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Media Inquiries:

 

Investor Inquiries:

Lynn Newman

 

Matthew Booher

908-953-8692 (office)

 

908-953-7500 (office)

973-993-8033 (home)

 

mbooher@avaya.com

lynnnewman@avaya.com

 

 

 

AVAYA REACHES SETTLEMENT IN Y2K LAWSUIT

 

FOR IMMEDIATE RELEASE: FRIDAY, MAY 14, 2004

 

BASKING RIDGE, N. J. — Avaya Inc., (NYSE:AV) a leading global provider of communications networks and services for businesses, said it has reached a settlement with plaintiffs for a nationwide Y2K-related class action.

The action related to claims that certain telecommunications products might not process date functions correctly when their internal clocks switched to Jan. 1, 2000.

Under the general terms of the agreement, eligible class members who acquired certain products between 1990 and 1999 may receive credits up to $110 million or a cash alternative.  The credits are valid for a three-year period and can be applied toward a 45 percent discount on purchases of new Avaya products and/or a 30 percent discount on Avaya maintenance services.  Alternatively, eligible class members may receive a one-time cash payment equal to 25 percent of the credits to which they may be entitled.

                Avaya assumed liability for the case as a result of a contribution and distribution agreement between Lucent Technologies and Avaya related to Lucent’s October 2000 spin-off of Avaya.  Pursuant to the terms of the contribution and distribution agreement, Lucent is responsible for a percentage of the costs in excess of $50 million, including attorneys’ fees.

                Avaya said today’s settlement resolves all the company’s pending Y2K-related litigation.  As part of the settlement, Avaya denies any wrong-doing or liability, and the parties agreed to the settlement to avoid further costs and uncertainties related to the litigation.

The class action, Community Health Association, et al. v. Lucent Technologies Inc. and AT&T Corp., et al., remains pending in a West Virginia court and the settlement agreement is subject to preliminary approval by the state court in West Virginia.

 

 

 

The settlement also resolves a class action pending in federal court in California, entitled, MediMatch Inc., et al. v. Lucent Technologies Inc., et al., as well as an action pending in New York state court, entitled Lewis Tree v. Lucent Technologies, et al., both of which alleged claims similar to the West Virginia action.

The plaintiffs in the Community Health matter are represented by Marvin W. Masters, Esq., of Masters & Taylor, James C. Peterson, Esq., of Hill Peterson Carper Bee & Deitzler, and Anthony J. Majestro, Esq., of Powell & Majestro.  Plaintiffs in the MediMatch matter are represented by Barry Himmelstein, Esq., of Lieff Cabraser Heimann & Bernstein.  The plaintiff in the Lewis Tree matter is represented by Russel H. Beatie, Esq., of Beatie and Osborn.

 

 

About Avaya

 

Avaya Inc. designs, builds and manages communications networks for more than 1 million businesses worldwide, including over 90 percent of the FORTUNE 500®. Focused on businesses large to small, Avaya is a world leader in secure and reliable Internet Protocol (IP) telephony systems and communications software applications and services.

 

Driving the convergence of voice and data communications with business applications - and distinguished by comprehensive worldwide services -Avaya helps customers leverage existing and new networks to achieve superior business results.  For more information visit the Avaya website: www.avaya.com.

 

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