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): January 30, 2003
AVAYA INC.
(Exact name of registrant as specified in its charter)
Delaware 1-15951 22-3713430
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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
On January 28, 2003, Avaya Inc. ("Avaya"), together with Warburg Pincus
Equity Partners, L.P. and affiliated investment funds (the "Warburg Pincus
Funds"), completed the exchange offer for Avaya's Liquid Yield Option(TM) Notes
(LYONS) due 2021. In exchange for the $84,426,000 aggregate principal amount at
maturity of LYONs accepted in the exchange offer, the Warburg Pincus Funds will
pay an aggregate of $17,596,190.50 in cash and Avaya will deliver 6,500,032
shares of its common stock.
Avaya and the Warburg Pincus Funds are parties to a Backstop Agreement
dated as of December 23, 2002, as amended, (the "Backstop Agreement") which
contains the terms relating to the Warburg Pincus Funds' participation in the
exchange offer. Pursuant to the terms of the Backstop Agreement, Avaya agreed
(i) to grant the Warburg Pincus Funds series D warrants to purchase shares of
Avaya common stock based on the amount of cash used by the Warburg Pincus Funds
to purchase LYONs in the exchange offer, (ii) to decrease to $0.01 the exercise
price of series A and series B warrants currently held by the Warburg Pincus
Funds, and (iii) to adjust the number of shares of common stock that may be
purchased upon the exercise of such warrants. The Warburg Pincus Funds has also
agreed to convert any LYONs purchased with its cash in the exchange offer into
shares of Avaya common stock.
On January 30, 2003, Avaya and the Warburg Pincus Funds entered into a
Waiver/Confirmation Letter Agreement to confirm and waive certain provisions of
the Backstop Agreement. The parties agreed that (i) the Warburg Pincus Funds
would not receive any series D warrants, (ii) the number of shares of common
stock of Avaya that may be purchased upon exercise of the series B warrants
would not be adjusted, and (iii) the per share exercise price of the series B
warrants held by the Warburg Pincus Funds would not be reduced. However, in
consideration of the foregoing agreements, in accordance with the terms of the
Backstop Agreement, the parties did agree (i) that the per share exercise price
of the series A warrants would be reduced to $0.01, (ii) the Warburg Pincus
Funds would exercise for cash a portion of the series A warrants to purchase an
aggregate of 5,581,013 shares of common stock of Avaya for aggregate cash
consideration of $55,810.13 and (iii) the Warburg Pincus Funds would convert all
LYONs acquired by them into an aggregate of 1,588,560 shares of common stock of
Avaya.
The Waiver/Confirmation Letter Agreement between Avaya and the Warburg
Pincus Funds is attached hereto as Exhibit 99.1.
Note: Liquid Yield Option and LYON are trademarks of Merrill Lynch &
Co., Inc.
ITEM 7(C). EXHIBITS
99.1 Waiver/Confirmation Letter Agreement, dated January 30, 2003, between
Avaya and the Warburg Pincus Funds.
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: January 31, 2003 By: /s/ Garry K. McGuire
------------------------------------
Name: Garry K. McGuire
Title: Chief Financial Officer
and Senior Vice President,
Operations
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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99.1 Waiver/Confirmation Letter Agreement, dated as of January 30,
2003, between Avaya and the Warburg Pincus Funds.