SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Amendment No. 3)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Motive, Inc.

(Name of Subject Company (issuer))

Magic Acquisition Subsidiary Inc.
Lucent Technologies Inc.
Alcatel Lucent

(Names of Filing Persons (offeror))
Common Stock, par value $0.001 per share
(Title of Class of Securities)

61980V107
(CUSIP Number of Class of Securities)

Steven R. Reynolds
General Counsel
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
(908) 582-8500
(Name, address, and telephone number of person authorized
to receive notices and communications on behalf of filing persons)

with a copy to:
Robert J. Rawn
Michael R. McCoy
Bryan Cave LLP
1290 Avenue of the Americas
New York, NY 10104
(212) 541-2000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$76,102,028.10	$2,990.81

*	Estimated solely for purposes of calculating the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The transaction value was determined by multiplying the purchase price of $2.23 per share by 34,126,470 shares of common stock, par value $0.001 per share, of Motive, Inc. (based upon (i) the representation by Motive, Inc. in the Merger Agreement (as defined herein) that 27,755,007 shares and options and warrants to acquire an aggregate of 3,871,463 shares were outstanding as of June 16, 2008, and (ii) the 2,500,000 shares expected to be issued and outstanding as of the closing of this Offer (as defined herein) pursuant to Motive, Inc.’s previously announced settlement of securities and derivative litigation). Solely for purposes of calculating the filing fee, all shares subject to options and warrants were included, regardless of the exercise price of such option or warrant or the exercisability of such option or warrant.
**	Pursuant to Rule 0-11 of the Exchange Act, the amount of the filing fee is calculated by multiplying the transaction value by 0.00003930.
þ	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $2,990.81	Filing Party: Magic Acquisition Subsidiary Inc., Lucent Technologies Inc. and Alcatel Lucent
Form or Registration No.: Schedule TO	Date Filed: July 16, 2008

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

     This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed on July 16, 2008 (the “Schedule TO”) and relates to a tender offer by Magic Acquisition Subsidiary Inc., a Delaware corporation (“Purchaser”) and a direct wholly owned subsidiary of Lucent Technologies Inc., which is a Delaware corporation (“Parent”) and a wholly owned subsidiary of Alcatel Lucent, a société anonyme organized under the laws of the Republic of France (“Alcatel Lucent”), to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Motive, Inc., a Delaware corporation (the “Company”), at a price of $2.23 per Share, to the seller in cash, without interest and less any required withholding taxes. The terms and conditions of the offer are described in the Offer to Purchase, dated July 16, 2008, (which, together with any amendments or supplements, collectively constitute the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any amendments or supplements, collectively constitute the “Offer”). The Offer is being made in connection with the Agreement and Plan of Merger, dated as of June 16, 2008 (the “Merger Agreement”), by and among Parent, Purchaser and the Company.

     All capitalized terms used in this Amendment without definition have the meanings ascribed to them in the Schedule TO or the Offer to Purchase.

     The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment by reference to all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment.

Item 11. Additional Information

1. Item 11 of the Schedule TO, which incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented by adding thereto the following:

          On September 11, 2008, Parent extended the Offer, upon the terms and conditions set forth in the Offer to Purchase, until 5:00 p.m., New York City time, Monday, October 6, 2008, unless the Offer is further extended by Parent pursuant to and in accordance with the Merger Agreement. As of 12:00 midnight, New York City time, at the end of Wednesday September 10, 2008, an aggregate of approximately 28.6 million Shares had been tendered and not withdrawn from the Offer. The full text of a press release issued by Alcatel Lucent announcing the extension of the Offer has been filed as Exhibit (a)(5)(E) hereto and is incorporated herein by this reference.

          On September 2, 2008, Alcatel Lucent announced that Philippe Camus was appointed as its non-executive Chairman, effective as of October 1, 2008. Mr. Camus, a citizen of France and a U.S. resident, will replace Mr. Tchuruk. Mr. Camus is co-managing partner of the Lagardère Group and Senior Managing Director of Evercore Partners. He is on the board of directors of  Accor S.A., Crédit Agricole S.A. and Schlumberger Ltd.

          On September 2, 2008, Ben Verwaayen was appointed as Alcatel Lucent’s Chief Executive Officer and a member of the Board of Directors of Alcatel Lucent, effective as of September 15, 2008. Mr. Verwaayen, a citizen of the Netherlands, will replace Ms. Russo. Mr. Verwaayen was appointed to the board of directors of BT Group in the United Kingdom in January 2002 and served as Chief Executive from February 2002 to June 2008. He was appointed an independent, non-executive director of United Parcel Service, Inc. in March 2005.

2. The subsection entitled “German Antitrust Matters” in Section 16 of the Offer to Purchase entitled “Certain Regulatory and Legal Matters” is amended and supplemented by adding the following:

          On August 26, 2008, the FCO approved the acquisition of the Shares pursuant to the Offer.

Item 12.  Exhibits

The information set forth in Item 12 of the Schedule TO is amended and supplemented by adding the following exhibit:

     (a)(5)(E) Press Release issued by Alcatel Lucent, dated September 11, 2008.

SIGNATURES

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 11, 2008
	MAGIC ACQUISITION SUBSIDIARY INC.
	By:	/s/ John P. O’Gorman
	Name: John P. O’Gorman
	Title:  Vice President
	LUCENT TECHNOLOGIES INC.
	By:	/s/ Fred Ludtke
	Name: Fred Ludtke
	Title:  Vice President
	ALCATEL LUCENT
	By:	/s/ Hubert de Pesquidoux
	Name: Hubert de Pesquidoux
	Title:  Chief Financial Officer

EX-99.(A)(5)(E)

Alcatel-Lucent extends tender offer for Motive

PARIS, September 11, 2008 — Alcatel-Lucent (Euronext Paris and NYSE: ALU) today announced that its wholly owned subsidiary, Lucent Technologies Inc., has extended its previously announced tender offer for all of the issued and outstanding shares of common stock of Motive, Inc. until 5:00 p.m., New York City time, Monday, October 6, 2008. The tender offer was previously set to expire at 12:00 midnight, New York City time, at the end of Wednesday, September 10, 2008.

As of 12:00 midnight, New York City time, at the end of Wednesday, September 10, 2008, approximately 28.6 million shares had been tendered into the tender offer and not withdrawn.

About Alcatel-Lucent

Alcatel-Lucent (Euronext Paris and NYSE: ALU) provides solutions that enable service providers, enterprise and governments worldwide, to deliver voice, data and video communication services to end-users. As a leader in fixed, mobile and converged broadband networking, IP technologies, applications and services, Alcatel-Lucent offers the end-to-end solutions that enable compelling communications services for people at home, at work and on the move. With operations in more than 130 countries, Alcatel-Lucent is a local partner with global reach. The company has the most experienced global services team in the industry, and one of the largest research, technology and innovation organizations in the telecommunications industry. Alcatel-Lucent achieved revenues of Euro 17.8 billion in 2007 and is incorporated in France, with executive offices located in Paris. For more information, visit Alcatel-Lucent on the Internet: http://www.alcatel-lucent.com

Alcatel-Lucent Press Contacts
Mary Lou Ambrus	Tel: +1 908 582 5801	mambrus@alcatel-lucent.com
Mary Ward	Tel: + 1 908 582 7658	mward@alcatel-lucent.com
Alcatel-Lucent Investor Relations
Rémi Thomas	Tel: + 33 (0)1 40 76 50 61	remi.thomas@alcatel-lucent.com
Tony Lucido	Tel: + 33 (0)1 40 76 49 80	alucido@alcatel-lucent.com
Don Sweeney	Tel: + 1 908 582 6153	dsweeney@alcatel-lucent.com

Important Additional Information

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Motive common stock is made only pursuant to an offer to purchase, letter of transmittal and related materials that Alcatel Lucent, Lucent Technologies Inc. and Magic Acquisition Subsidiary Inc. filed with the U.S. Securities and Exchange Commission on July 16, 2008. Motive filed with the U.S. Securities and Exchange Commission a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 in connection with the tender offer. Shareholders of Motive are urged to read these materials carefully because they contain important information, including the terms and conditions of the tender offer. Shareholders will be able to obtain the offer to purchase, the letter of transmittal and related documents without charge from the U.S. Securities and Exchange Commission’s Website at www.sec.gov or by contacting D.F. King, the information agent for the offer, at (800) 347-4750.

Safe Harbor for Forward Looking Statements

This press release may contain forward looking information based on the current expectations of Alcatel-Lucent. Because forward looking statements involve risks and uncertainties, actual results could differ materially. All statements other than statements of historical fact are statements that could be deemed forward looking

statements, including the expected benefits and costs of the transaction with Motive, management plans relating to the transaction, the anticipated timing of filings and approvals relating to the transaction, the ability of Motive to satisfy all conditions to closing of the transaction, the expected timing of the completion of the transaction, the ability to complete the transaction, any statements of the plans, strategies and objectives of future operations, and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected, risks related to the timing or ultimate completion of the transaction, that, prior to the completion of the transaction, Motive’s business may not perform as expected due to uncertainty; that the parties are unable to successfully implement integration strategies, and other risks that are described from time to time in the public filings of Alcatel-Lucent and Motive with the U.S. Securities and Exchange Commission.

The forward looking statements speak only as of the date of this press release. Alcatel-Lucent expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements included in this press release to reflect any changes in expectations with regard thereto or any changes in events, conditions, or circumstances on which any such statement is based.