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As filed with the Securities and Exchange Commission on August 31, 2000
Registration No. 333-30900
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CIENA CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 23-2725311
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
1201 WINTERSON ROAD
LINTHICUM, MD 21090
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(Address of principal executive offices)
LIGHTERA NETWORKS, INC. 1998 STOCK PLAN,
AS AMENDED
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(Full title of the plan)
MICHAEL O. MCCARTHY III
VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
CIENA CORPORATION
1201 WINTERSON ROAD
LINTHICUM, MD 21090
(410) 865-8500
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(Name, address and telephone number, including area code, of agent for service)
Copy to:
MICHAEL J. SILVER
HOGAN & HARTSON L.L.P.
111 SOUTH CALVERT STREET
BALTIMORE, MD 21202
(410) 659-2700
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share (2) offering price (2) registration fee (2)
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COMMON STOCK, PAR VALUE 2,529,161 N/A N/A N/A
$.01
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(1) Registrant previously registered 2,529,161 shares of Common Stock.
Pursuant to General Instruction E to Form S-8, Registrant hereby registers an
additional 2,529,161 shares to reflect a two-for-one stock split declared on
August 15, 2000, payable on September 18, 2000 to stockholders of record on
August 28, 2000.
(2) The Registrant previously paid the registration fee in connection with
the registration of 2,529,161 shares of Common Stock on April 23, 1999, at the
time of filing of the Registrant's Registration Statement on Form S-8 (File No.
333-30900). No additional fee is required to be paid in accordance with Rule 416
of the Securities Act of 1933.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 of CIENA Corporation (the "Company") filed on April 23, 1999, is being
filed pursuant to Rule 416 of the Securities Act of 1933, to reflect a
two-for-one stock split declared by the Company on August 15, 2000, payable on
September 18, 2000 to stockholders of record on August 28, 2000.
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INCORPORATION BY REFERENCE
The contents of the Registrant's Registration Statement on Form S-8
(File No. 333-30900) are incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Linthicum, State of Maryland, on August 31, 2000.
CIENA Corporation
By: /s/ Michael O. McCarthy III
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Michael O. McCarthy III
Vice President, General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
By: /s/ Patrick H. Nettles, Ph.D. *
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Patrick H. Nettles, Ph.D.
President and Chief
Executive Officer
/s/ Joseph R. Chinnici *
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Joseph R. Chinnici
Sr. Vice President, Chief Financial Officer
Principal Financial Officer
/s/ Andrew C. Petrik *
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Andrew C. Petrik
Vice President, Controller and Treasurer
Principal Accounting Officer
/s/ Harvey B. Cash *
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Harvey B. Cash
Director
/s/ Stephen P. Bradley *
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Stephen P. Bradley
Director
/s/ Gerald H. Taylor
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Gerald H. Taylor
Director
* By: /s/ Michael O. McCarthy III
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Michael O. McCarthy III,
pursuant to power of attorney
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Form of Common Stock Certificate (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1 (File No.
333-17729) and incorporated herein by reference).
4.2 Rights Agreement dated December 29, 1997 (filed as Exhibit 4.2
to the Registrant's Form 8-K dated December 29, 1997 and
incorporated herein by reference).
4.3 Amendment No. 1 to Rights Agreement dated June 2, 1998 (filed
as Exhibit 4.3 to the Registrant's Form 8-K dated October 14,
1998 and incorporated herein by reference).
4.4 Amendment No. 2 to Rights Agreement dated September 13, 1998
(filed as Exhibit 99.2 to the Registrant's Form 8-K dated
September 14, 1998 and incorporated herein by reference).
4.5 Amendment No. 3 to Rights Agreement dated October 14, 1998
(filed as Exhibit 99.1 to the Registrant's Form 8-K dated
October 19, 1998 and incorporated herein by reference).
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of
the securities being registered (filed as Exhibit 5.1 to the
Registrant's Registration Statement on Form S-8 (file No.
333-30900) (the "Initial Form S-8") and incorporated herein by
reference).
23.1 Consent of PricewaterhouseCoopers LLP (filed as Exhibit 23.1
to the Registrant's Initial Form S-8 and incorporated herein
by reference).
23.2 Consent of Hogan & Hartson L.L.P. (included in their opinion
filed as Exhibit 5.1 to the Initial Form S-8 and incorporated
herein by reference).
24.1 Power of Attorney (included on signature page to the Initial
Form S-8).
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