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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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AVAYA INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED ON ITS CHARTER)
DELAWARE 1-15951 22-3713430
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(STATE OF INCORPORATION) (COMMISSION FILE NO.) (IRS EMPLOYER
IDENTIFICATION
NUMBER)
211 MOUNT AIRY ROAD
BASKING RIDGE, NJ 07920
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(908) 953-6000
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(REGISTRANT'S TELEPHONE NUMBER)
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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.
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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: March 15, 2002 By: /s/ Pamela F. Craven
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Name: Pamela F. Craven
Title: Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit 1.1 Underwriting Agreement, dated as of March 11, 2002, between Avaya
Inc. and Bear, Stearns & Co. Inc.
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