-----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, Ctx3ED1p851RjWgIRm9y9sj30KMyT6PjFoX5UHGzPHTA47W0ZPT29pHdN1FZeVZG XR85ln85bMLAAJghNAPizQ== 0000909518-07-000829.txt : 20070917 0000909518-07-000829.hdr.sgml : 20070917 20070917122240 ACCESSION NUMBER: 0000909518-07-000829 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070917 DATE AS OF CHANGE: 20070917 EFFECTIVENESS DATE: 20070917 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-15951 FILM NUMBER: 071119440 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 DEFA14A 1 mm09-1707_defa14a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check the appropriate box: |_| Preliminary Proxy Statement |_| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |_| Definitive Proxy Statement |X| Definitive Additional Materials |_| Soliciting Material Pursuant to ss.240.14a-12 AVAYA INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) N/A - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required. |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: |_| Fee paid previously with preliminary materials. |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: On September 17, 2007, Avaya Inc. issued the following press release regarding the favorable recommendations received from Institutional Shareholder Services and Glass Lewis & Co. in connection with Avaya's upcoming special meeting of stockholders: AVAYA INC. ANNOUNCES FAVORABLE ISS AND GLASS LEWIS RECOMMENDATIONS FOR SPECIAL STOCKHOLDER VOTE ON PROPOSED ACQUISITION BASKING RIDGE, N. J. - Avaya Inc., (NYSE:AV) a leading global provider of business communications applications, software and services, today announced that Institutional Shareholder Services (ISS) and Glass Lewis & Co., both independent proxy advisory firms, have recommended that Avaya stockholders vote "FOR" the proposed merger agreement providing for the acquisition of Avaya by Sierra Holdings Corp., a company formed by two private equity firms, Silver Lake Partners and TPG Capital. As previously announced, Avaya will hold a special meeting of stockholders on September 28, 2007. At this meeting, stockholders will be asked to consider and vote upon a proposal to adopt the merger agreement providing for the acquisition of Avaya by Sierra Holdings Corp., thereby approving the merger of a subsidiary of Sierra Holdings Corp. with and into Avaya. The Avaya Inc. Board of Directors has approved the merger agreement and recommends its approval by Avaya Inc. stockholders. Sierra Holdings Corp. was formed by Silver Lake Partners III, L.P. and TPG Partners V, L.P. solely for the purpose of entering into the merger agreement and consummating the merger. If the merger agreement is adopted and other conditions to the closing of the transaction are satisfied, Avaya Inc. will become a wholly owned subsidiary of Sierra Holdings Corp. and stockholders will be entitled to receive $17.50 in cash, without interest, for each share of Avaya Inc. common stock they own. Subject to the satisfaction of certain conditions, including stockholder approval, Avaya Inc. expects the transaction to close in the fourth calendar quarter of 2007. ABOUT AVAYA Avaya delivers Intelligent Communications solutions that help companies transform their businesses to achieve marketplace advantage. More than 1 million businesses worldwide, including more than 90 percent of the FORTUNE 500 (R), use Avaya solutions for IP Telephony, Unified Communications, Contact Centers and Communications Enabled Business Processes. Avaya Global Services provides comprehensive service and support for companies, small to large. For more information visit the Avaya Web site: http://www.avaya.com. FORWARD-LOOKING STATEMENTS This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give Avaya's current expectations or forecasts of future events. These uncertainties and other factors also include, but are not limited to, risks associated with this transaction, including the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the inability to complete the transaction due to the failure to obtain stockholder approval or the failure to satisfy other conditions to completion of the transaction, including the expiration of any applicable waiting periods under competition laws and the failure to obtain the necessary debt financing arrangements set forth in commitment letters received in connection with the transaction. Avaya undertakes no obligation to update any of these statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Accordingly, any forward-looking statement should be read in conjunction with the additional information about risks and uncertainties set forth in Avaya's Securities and Exchange Commission reports, including Avaya's annual report on Form 10-K for the year ended September 30, 2006 and its quarterly report on Form 10-Q for the quarter ended June 30, 2007. IMPORTANT LEGAL INFORMATION Stockholders and other interested parties may obtain, without charge, a copy of the definitive proxy statement, additional solicitation materials and any other documents filed by Avaya at the SEC's website at http://www.sec.gov. The definitive proxy statement, additional solicitation materials and other relevant documents filed by Avaya may also be obtained, free of charge, from Avaya by directing such request by mail to Avaya Inc., 211 Mount Airy Road, Basking Ridge, New Jersey 07920, attn: Investor Relations, telephone (908) 953-7501, or from the Company's website at http://investors.avaya.com. -----END PRIVACY-ENHANCED MESSAGE-----