UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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 27, 2005
AGERE SYSTEMS INC.
(Exact name of registrant as specified in its charter)
Delaware 001-16397 22-3746606
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Number)
1110 American Parkway N.E.
Allentown, Pennsylvania 18109
(Address of principal executive offices)
(610) 712-1000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|X| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
ITEM 8.01. OTHER EVENTS.
On June 1, 2005, Agere Systems Inc. ("Agere") filed a current report on
Form 8-K (the "Form 8-K") which contained a description of Agere's common
stock and the related preferred share purchase rights. This amendment to the
Form 8-K is being filed in order to update that description.
On December 5, 2006, in connection with the previously announced
Agreement and Plan of Merger, dated December 3, 2006 (the "Merger Agreement"),
by and among Agere, LSI Logic Corporation, a Delaware corporation ("LSI"), and
Atlas Acquisition Corp., a Delaware corporation and a wholly owned subsidiary
of LSI ("Merger Sub"), pursuant to which Agere and LSI will combine their
businesses through a merger of Agere and Merger Sub (the "Merger"), Agere
entered into an Amendment (the "Amendment") to its Amended and Restated Rights
Agreement with Computershare Investor Services, LLC, originally dated as of
March 26, 2001 and amended and restated as of May 27, 2005 (the "Rights
Agreement"). The Amendment amends the Rights Agreement to provide that none of
(i) the announcement of the Merger, (ii) LSI's acquisition of the common stock
of Agere pursuant to the Merger Agreement, (iii) the execution of the Merger
Agreement, or (iv) the consummation of the Merger or the other transactions
contemplated by the Merger Agreement shall cause LSI to be deemed an Acquiring
Person (as defined in the Rights Agreement). Except as expressly provided in
the Amendment, the Rights Agreement remains in full force and effect.
The foregoing description of the Amendment is not complete and is
qualified in its entirety by reference to the Amendment, which is attached
hereto as Exhibit 4.4.1 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
Number Description
3.1.1* Certificate of Amendment to Restated Certificate of Incorporation
(reclassification amendment).
3.1.2* Certificate of Amendment to Restated Certificate of Incorporation
(reverse stock split amendment).
3.1.3* Certificate of Amendment to Restated Certificate of Incorporation
(administrative changes amendment).
3.1.4* Restated Certificate of Incorporation (reflecting each of the above
amendments).
3.2* Bylaws.
4.1* Specimen Common Stock Certificate.
4.2* First Amendment to Rights Agreement.
4.3* Second Amendment to Rights Agreement.
4.4* Amended and Restated Rights Agreement, including the form of right
certificate.
4.4.1 Amendment to Amended and Restated Rights Agreement.
4.5* Supplemental Indenture No. 1. to the Indenture for the 6.5%
Convertible Subordinated Notes due 2009.
* Previously filed.
SIGNATURE
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 thereunto duly authorized.
Date: December 7, 2006 By: /s/ Peter Kelly
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Name: Peter Kelly
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
3.1.1* Certificate of Amendment to Restated Certificate of Incorporation
(reclassification amendment).
3.1.2* Certificate of Amendment to Restated Certificate of Incorporation
(reverse stock split amendment).
3.1.3* Certificate of Amendment to Restated Certificate of Incorporation
(administrative changes amendment).
3.1.4* Restated Certificate of Incorporation (reflecting each of the above
amendments).
3.2* Bylaws.
4.1* Specimen Common Stock Certificate.
4.2* First Amendment to Rights Agreement.
4.3* Second Amendment to Rights Agreement.
4.4* Amended and Restated Rights Agreement, including the form of right
certificate.
4.4.1 Amendment to Amended and Restated Rights Agreement.
4.5* Supplemental Indenture No. 1. to the Indenture for the 6.5%
Convertible Subordinated Notes due 2009.
* Previously filed.