8-K 1 efc5-1802_5752284form8k.txt ============================================================================== ------------------------------------------------------------------------------ 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): August 19, 2005 Agere Systems Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-16397 22-3746606 (Commission File Number) (IRS Employer Identification No.) 1110 American Parkway NE 18109 Allentown, Pennsylvania (Zip Code) (Address of principal executive offices) (610) 712-1000 (Registrant's Telephone Number) 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). [ ] 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)). ============================================================================== ------------------------------------------------------------------------------ TABLE OF CONTENTS ----------------- Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. SIGNATURE Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On August 25, 2005, the Registrant announced the election, effective August 23, 2005, of Peter Kelly, Executive Vice President and Chief Financial Officer. Previously, Mr. Kelly, 48, had been Agere's Executive Vice President, Operations Group, since October 2001, and Agere's Vice President of Operations for Integrated Circuits from September 2000 to October 2001. Mr. Kelly joined Lucent Microelectronics in September 2000 from Fujitsu-ICL Systems Inc., a joint venture of ICL and Fujitsu that provided computer systems and services to retailers and banks, where he was Executive Vice President and Chief Operating Officer. Mr. Kelly had been with Fujitsu-ICL for six years. Mr. Kelly is on the board of directors of Plexus Corp. (NASDAQ: PLXS) where he is a member of the audit committee. He is also on the board of the United Way of the Greater Lehigh Valley and the Lehigh Valley Economic Development Corporation. He is a fellow of the Chartered Institute of Management Accountants and has a Bachelor of Science degree in management sciences from University of Manchester Institute of Science and Technology. Mr. Kelly replaces John W. Gamble, Jr., who, on August 19, 2005, resigned his position as Executive Vice President and Chief Financial Officer of the Registrant and who has accepted a position at another company. 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 hereunto duly authorized. AGERE SYSTEMS INC. Date: August 25, 2005 By: /s/ Jean F. Rankin ------------------------------------ Name: Jean F. Rankin Title: Senior Vice President, General Counsel and Secretary

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): July 26, 2005

Agere Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)

1-16397 (Commission File Number) 22-3746606 (IRS Employer Identification No.)

1110 American Parkway NE Allentown, Pennsylvania (Address of principal executive offices) 18109 (Zip Code)

(610) 712-1000 (Registrant’s Telephone Number)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01.Financial Statements and Exhibits.
SIGNATURE
EX-99.1: NEWS RELEASE

Item 2.02. Results of Operations and Financial Condition.

On July 26, 2005, Agere Systems issued a news release announcing its financial results for the quarter ended June 30, 2005. A copy of that news release is attached to this report as Exhibit 99.1.

The news release contains information about our net income, excluding gain or loss from the sale of, and income or loss from, discontinued operations; restructuring related charges included in costs, primarily increased depreciation; certain other non cash charges including equity compensation; net restructuring and other charges; purchased in-process research and development charges; amortization of acquired intangible assets; net gain or loss from the sale of operating assets; certain tax adjustments; cumulative effect of accounting changes and certain nonrecurring charges. We believe that information presented on this basis, while not a substitute for financial information prepared in accordance with generally accepted accounting principles, will allow investors to more easily compare our financial performance on an operating basis in different fiscal periods. In fiscal 2005, net income computed on this basis is one of the performance measures we will use to determine the level of employee bonuses.

Item 9.01.Financial Statements and Exhibits.

Exhibit No.		Description
99.1		News release dated July 26, 2005

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 hereunto duly authorized.

	AGERE SYSTEMS INC.
Date: July 26, 2005	By:	/s/ John W. Gamble, Jr.
		Name:	John W. Gamble, Jr.
		Title:	Executive Vice President and Chief Financial Officer

Table of Contents

Table of Contents

Table of Contents

Filing Compare · AGERE SYSTEMS INC