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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): October 5, 2009
Ciena Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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0-21969
(Commission File Number)
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23-2725311
(IRS Employer Identification
No.) |
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1201 Winterson Road
Linthicum, MD
(Address of Principal Executive Offices)
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21090
(Zip Code) |
Registrants telephone number, including area code: (410) 865-8500
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))
ITEM 7.01 REGULATION FD DISCLOSURE
By its press release dated October 5, 2009, Ciena confirmed that it is in negotiation to purchase
substantially all of the optical networking and carrier Ethernet assets of Nortels Metro Ethernet
Networks (MEN) business. A copy of this press release has been furnished with this report as
Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that section, and is not incorporated by reference into any filing of Ciena,
whether made before or after the date of this report, regardless of any general incorporation
language in the filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibit is being filed herewith:
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Exhibit Number |
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Description of Document |
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Exhibit 99.1
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Press Release dated October 5, 2009, issued by Ciena Corporation |
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.
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CIENA CORPORATION
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Date: October 5, 2009 |
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/S/ David M. Rothenstein
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Name: |
David M. Rothenstein |
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Title: |
Senior Vice President, General Counsel and Secretary |
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exv99w1
Exhibit 99.1
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Press Contact:
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Nicole Anderson |
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Ciena Corporation |
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(410) 6945786 |
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pr@ciena.com |
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Investor Contact:
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Suzanne DuLong |
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Ciena Corporation |
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(888) 2436223 |
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ir@ciena.com |
FOR IMMEDIATE RELEASE
Ciena In Negotiations to Purchase Optical and Carrier Ethernet Assets of Nortels Metro Ethernet
Networks Business
LINTHICUM, Md., October 5, 2009 Ciena® Corporation (NASDAQ: CIEN), the network specialist,
today confirmed that it is in advanced discussions to acquire substantially all of the optical
networking and carrier Ethernet assets of Nortels Metro Ethernet Networks (MEN) business. The
outcome of these discussions is uncertain and subject to negotiation of definitive agreements. Any
agreements would be subject to a competitive bidding process under the United States Bankruptcy
Code and the Canadian Companies Creditors Arrangement Act.
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About Ciena
Ciena specializes in practical network transition. We offer leading network infrastructure
solutions, intelligent software and a comprehensive services practice to help our customers use
their networks to fundamentally change the way they compete. With a global presence, Ciena
leverages its heritage of practical innovation to deliver maximum performance and economic value in
communications networks worldwide. We routinely post recent news, financial results and other
important announcements and information about Ciena on our website. For more information, visit
www.ciena.com.
Note to Investors
Forward-looking statements. This press release contains certain forward-looking statements based on
current expectations, forecasts and assumptions that involve risks and uncertainties.
Forward-looking statements include statements regarding Cienas expectations, beliefs, intentions
or strategies regarding the future and can be identified by forward-looking words such as
anticipate, believe, could, estimate, expect, intend, may, should, will, and
would or similar words. These statements are based on information available to Ciena as of the
date hereof and actual results could differ materially from those stated or implied. These
statements are subject to risks and uncertainties associated with Cienas business, which include
the risk factors disclosed in Cienas Form 10-Q filed with the SEC on September 3, 2009. Risks
relating to the proposed transaction include, but are not limited to, there can be no assurance
that definitive purchase agreements can be reached. Ciena assumes no obligation to update the
information included in this press release, whether as a result of new information, future events
or otherwise.