1 As filed with the Securities and Exchange Commission on August 31, 2000 Registration No. 333-83581 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CIENA CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 23-2725311 - ------------------------------------ ---------------------------------------- (State or other jurisdiction (I.R.S. employer identification no.) of incorporation or organization) 1201 WINTERSON ROAD LINTHICUM, MD 21090 ---------------------------------------- (Address of principal executive offices) OMNIA COMMUNICATIONS, INC. 1997 STOCK PLAN, AS AMENDED ------------------------------------------------------------------------------- (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 ------------------------------------------------------------------------------- (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 ================================================================================================================================== 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) - ---------------------------------------------------------------------------------------------------------------------------------- COMMON STOCK, PAR VALUE 759,889 N/A N/A N/A $.01 ================================================================================================================================== (1) Registrant previously registered 759,889 shares of Common Stock. Pursuant to General Instruction E to Form S-8, Registrant hereby registers an additional 759,889 shares to reflect a two-for-one stock split declared on August 15, 2000, payable on September 18, 2000 to shareholders of record on August 28, 2000. (2) The Registrant previously paid the registration fee in connection with the registration of 759,889 shares of Common Stock on July 23, 1999, at the time of filing of the Registrant's Registration Statement on Form S-8 (File No. 333-83581). No additional fee is required to be paid in accordance with Rule 416 of the Securities Act of 1933.
2 EXPLANATORY NOTE This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 of CIENA Corporation (the "Company") filed on July 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.
3 INCORPORATION BY REFERENCE The contents of the Registrant's Registration Statement on Form S-8 (File No. 333-83581) are incorporated herein by reference. -2-
4 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 ---------------------------------- 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. * ------------------------------------------------- Patrick H. Nettles, Ph.D. President and Chief Executive Officer /s/ Joseph R. Chinnici * ------------------------------------------------- Joseph R. Chinnici Sr. Vice President, Chief Financial Officer Principal Financial Officer /s/ Andrew C. Petrik * ------------------------------------------------- Andrew C. Petrik Vice President, Controller and Treasurer Principal Accounting Officer /s/ Harvey B. Cash * ------------------------------------------------- Harvey B. Cash Director /s/ Stephen P. Bradley * ------------------------------------------------- Stephen P. Bradley Director /s/ Gerald H. Taylor ------------------------------------------------- Gerald H. Taylor Director * By: /s/ Michael O. McCarthy III ------------------------------ Michael O. McCarthy III, pursuant to power of attorney -3-
5 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 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. 333-83581) (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 Registrant's Initial Form S-8 and incorporated herein by reference). 24.1 Power of Attorney (included on signature page to the Initial Form S-8). -4-